Newark City Council
April 13, 2023

AGENDA
Thursday, April 13, 2023
7:00 P.M.

A. ROLL CALL
B. PRESENTATIONS

1. Commending the City of Newark Maintenance Division for their outstanding storm response efforts

2. Proclaim April as Fair Housing Month

3. Proclaim April 23rd to April 29th as National Crime Victims' Rights Week C. PUBLIC COMMENT
The public is invited to address the City Council on any item not listed on the agenda. Public Comments are generally limited to 5 minutes per speaker. Please note that State law prohibits the Council from acting on non-agenda items.

D. CONSENT CALENDAR
Consent Calendar items are considered to be routine and may be approved by one motion.

There will be no separate discussion on these items unless there is a request by a Council Member, a staff member, or a member of the public to remove an item for separate discussion and action.

1. Audited Demands

2. Approval of March 23, 2023 minutes

3. Adopt a Resolution Approving a First Amendment to Contractual Services Agreement with Metropolitan Planning Group for On-Call Planning Services

4. Adopt a Resolution approving an agreement with the County of Alameda for participation in

4. Adopt a Resolution approving an agreement with the County of Alameda for participation in the County of Alameda Strategic Vision Initiative – VISION 2026 Community Grant program and amending the 2022-2024 Biennial Budget and Capital Improvement Plan for Fiscal Year 2023

5. Adopt a resolution accepting work with Rosas Brothers Construction for FY 2021-2022 Curb, Gutter and Sidewalk Replacement, Project 1279. Exempt from CEQA Review per CEQA Guidelines Section 15301 (Existing Facilities)

6. Adopt a Resolution authorizing the City Manager to execute the first amendments to the Contractual Services Agreements with Baird + Driskell Community Planning (Community Planning Collaborative) and Environmental Sciences Associates, Inc. and authorizing amendment of the 2022-2024 Biennial Budget for Fiscal Year 2023 to provide funding for consultant services related to the 2023-2031 Housing Element

7. Approval of plans and specifications and adopt a resolution accepting the bid and awarding the contract for the Base Bid and Additive Alternate Bid No. 1 to VSS International, Inc. for Cherry Street Class IV Separated Bikeways, Project 1254 and amending the 2022-2024 Biennial Budget for Fiscal Year 2023; Exempt from CEQA Review per CEQA Guidelines Section 15301

8. Approval of the plans and specifications and adopt a resolution accepting the bid and awarding the contract for the total bid to Contract Decor, Inc. for Window Coverings for Newark Civic Center, Project 1353 and amending the 2022-2024 Biennial Budget for Fiscal Year 2024; Exempt from CEQA Review per CEQA Guidelines Section 15301 (Existing Facilities)

9. Adopt a resolution authorizing the City Manager to execute an Agreement with Alameda County to restore library service hours and amend the Fiscal Year 2024 budget E. PUBLIC HEARINGS

1. Public hearing pursuant to Government Code Sections 4217.10, et seq. to adopt certain findings and to adopt a resolution authorizing the City Manager to execute an energy services agreement with Syserco Energy Solutions (SES) in an amount not to exceed $1,598,265 and approving an amendment to the biennial budget and to adopt a resolution authorizing the City Manager to apply for the Energy Conservation Assistance Act (ECAA) loan from the California Energy Commission and to execute any necessary loan documents.  Exempt from CEQA pursuant to Section 15301 of the CEQA Guidelines F. OTHER BUSINESS

1. Adopt a Resolution amending the 2022-2024 Biennial Budget and Capital Improvement Plan for Fiscal Year 2023 for Capital Improvement Plan budget rollovers

2. Adopt a resolution approving a ten-year extension to the Franchise Agreement with Allied Packet Page 2

2. Adopt a resolution approving a ten-year extension to the Franchise Agreement with Allied Waste Services of North America LLC (Republic Services) for collection of solid waste and collection and processing of source separated recyclable material, organic materials, and construction and demolition debris and revising the maximum limit for rates for solid waste collection, recycling, organics, and construction and demolition debris services starting on June 1, 2023
G. CITY COUNCIL MATTERS
City Council Members report on attendance at intergovernmental agency meetings, conferences, and seminars since the last meeting. City Council Members may also announce upcoming events and coordinate attendance; report on local events attended since the last meeting; and make brief comments on issues of concern.

H. CLOSED SESSION

1. Conference with legal counsel - Existing Litigation
Pursuant to California Government Code Section 54956.9(d)(1) Name of Case: In re National Prescription Opiate Litigation, Northern District of Ohio (National opioid litigation involving Teva, Allergan, CVS, Walgreens, and Walmart) Case No. 1:17-MD-2804
I. ADJOURNMENT

MEETING INFORMATION
Members of the public may attend the meeting in person, virtually via Zoom, or watch it via YouTube or Cable Channel 26. If you attend the meeting in person, a face covering is recommended but not required.

How to view the meeting remotely:

Livestream online at YouTube: https://www.youtube.com/@cityofnewark3077/streams Copy/paste the YouTube URL into your browser if the link does not automatically open.

How to participate in the meeting remotely, via Zoom Webinar:

From a PC, Mac, iPad, iPhone or Android device: https://us06web.zoom.us/j/82516012597 From a telephone dial 1- 669-900-9128, Webinar ID 82516012597 Provide live, remote public comments, when the Mayor calls for comments. Use the raise your hand feature in Zoom to be called upon by the City Clerk.

For frequently asked Zoom questions, please go to Agendas and Minutes and select the Frequently Asked Questions link.

No question shall be asked of a council member, city staff, or an audience member except through the Mayor. No person shall use vulgar, profane, loud or boisterous language that interrupts a meeting. Any person who refuses to carry out instructions given by the Mayor for the purpose of maintaining order may be guilty of an infraction and may result in removal from the meeting.

Council Meeting Access/Materials:

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The agenda packet is available for review at Agendas and Minutes. The packet is typically posted to the City website the Friday before the meeting, but no later than 72 hours before the meeting.

Pursuant to Government Code 54957.5, supplemental materials distributed less than 72 hours before this meeting, to a majority of the City Council, will be made available for public inspection at this meeting and will be posted, if time allows, at Agendas and Minutes. Materials prepared by City staff and distributed during the meeting are available for public inspection at the meeting or after the meeting if prepared by some other person. Documents related to closed session items or are exempt from disclosure will not be made available for public inspection. For those persons who require special accommodations, please contact the City Clerk at least two days prior to the meeting at City Clerk or 510-578-4266.

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Item  B. 1.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Sheila Harrington, City Clerk
SUBJECT    Commending the City of Newark Maintenance Division for their outstanding storm response efforts
Over the last three months, City of Newark Maintenance Division has prepared for and responded to serious storm events.  They have worked tirelessly for extended hours, including overnight hours, in order to clear downed trees and branches, resolve flooding issues, help residents obtain sandbags, and keep City streets clear and safe.

A commendation has been prepared to honor the Maintenance Division for their ongoing dedication to the City of Newark and the Newark community and thank them for their outstanding storm response efforts.

Attachments
Commendation
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COMMENDING THE CITY OF NEWARK MAINTENANCE DIVISION
WHEREAS, a continuous series of powerful winter storms with multiple atmospheric rivers have poured across the Bay Area region and State of California in the last several months, providing much needed rainfall and welcomed drought relief; and WHEREAS, these storms have also seriously impacted most California jurisdictions with ongoing rain and/or snow, high-intensity precipitation events, and multiple windstorms resulting in catastrophic flooding, downed trees, and in many cases permanent significant damage to homes, businesses and public infrastructure; and WHEREAS, many of the major storm events in the Bay Area that occurred between late December, 2022 through Tuesday, March 14, 2023 have impacted the City of Newark; these include several windstorm events with sustained winds up to 50 miles per hour and wind gusts approaching 70 miles per hour, multiple lengthy periods of significant rainfall, and several extremely high-intensity rainfall events all of which resulted in localized flooding, full flood control channels, many downed trees and branches, and debris scattered through local streets and parks; and
WHEREAS, the City of Newark’s Maintenance Division has responded to each of these storm events by working tirelessly for extended hours, including overnight hours in many cases, in order to clear downed trees and branches, resolve flooding issues, help residents obtain sandbags, and keep City streets clear and safe, among other duties; and WHEREAS, advanced storm preparation efforts by the Maintenance Division helped prevent any serious permanent damage to the City’s infrastructure and minimized the overall adverse impact to residents and businesses; and
WHEREAS, all Maintenance Division team members are to be recognized for their outstanding efforts, including Francisco Aguirre, Warren Antida, Jason Avery, Luis Bailon, Dan Cianciarulo, Tonya Connolly, Thomas Curtis, Brandon Gordon, Neal Hornbeck, Lorenzo Houle, Nick Icasiano, Brian Lewis, Josue Lopez-Duenas, Gustavo Perez, Ryan Perez, Jackson Posadas, Jose Rodriguez, Raymundo Ruiz, Miguel Sanchez-Casillas, Jennifer Tran and Mark Valdez.

NOW, THEREFORE, I, Michael K. Hannon, Mayor of the City of Newark, on behalf of the Newark City Council, do hereby commend
The entire City of Newark Maintenance Division
for their ongoing dedication to the City of Newark and the Newark community and thank them for their outstanding efforts over the last three months in responding to these serious storm events.

IN WITNESS THEREOF, I have hereunto set forth my hand and caused the Official Seal of the City of Newark, State of California, to be affixed this Twenty-third Day of March, Two Thousand Twenty-Three.

MICHAEL K. HANNON
Mayor
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Item  B. 2.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Sheila Harrington, City Clerk
SUBJECT    Proclaim April as Fair Housing Month
This year is the 55th anniversary of the passage of the Fair Housing Act, the landmark civil rights law signed by President Lyndon B. Johnson that made discrimination in housing transactions unlawful. The Fair Housing Act prohibits discrimination in housing because of race, color national origin, religion, sex (including gender identity and sexual orientation), disability, and familial status. A proclamation has been prepared proclaiming April as Fair housing month and will be presented to a member of the Bay East Association of REALTORS®.

Attachments
Proclamation
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PROCLAMATION NO. 1887

FAIR HOUSING MONTH
WHEREAS, the passage of the Fair Housing Act in 1968 enshrined into federal law the goal of eliminating racial segregation and ending housing discrimination in the United States; and
WHEREAS, the Fair Housing Act prohibits discrimination based on race, color, religion, sex, disability, familial status and national origin, and WHEREAS, fair housing is a positive community good, benefitting the environment and our social fabric; and
WHEREAS, economic stability, community health, and human relations in all communities are improved by diversity and integration; and WHEREAS, Fair Housing is integral to the ethical commitment of members of the National Association of REALTORS® and the Bay East Association of REALTORS® and is critical to the ability of all real estate professionals to serve their clients, customers and communities; and
WHEREAS, acts of housing discrimination and barriers to equal housing opportunity are repugnant to a common sense of decency and fairness.

NOW, THEREFORE, I Michael K. Hannon, Mayor of the City of Newark, on behalf of the Newark City Council, do hereby proclaim April 2023 as

FAIR HOUSING MONTH
in Newark, establish the City of Newark as an inclusive community committed to fair housing, and promote appropriate activities by private and public entities providing and advocating for equal housing opportunities for all residents and prospective residents of Newark.

IN WITNESS THEREOF, I have hereunto set forth my hand and caused the Official Seal of the City of Newark, State of California, to be affixed this Thirteenth Day of April, Two thousand twenty-three.

MICHAEL K. HANNON
Mayor

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Item  B. 3.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Sheila Harrington, City Clerk
SUBJECT    Proclaim April 23rd to April 29th as National Crime Victims' Rights Week A proclamation has been prepared declaring April 23rd to April 29th as National Crime Victims' Rights Week. This proclamation recognizes the efforts being made to assist crime victim survivors.   A representative from the Alameda County District Attorney's Office Victim/Witness Assistance Division will accept the proclamation.

Attachments
Proclamation
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Proclamation No.

NATIONAL VICTIMS’ RIGHTS WEEK
April 23-29, 2023
Whereas, more than 26 million people become victims of crime each year, and these crimes affect family members, friends, neighbors, and co-workers. The Alameda County Victim-Witness Division is dedicated to ensuring the rights of crime victims and their families by providing services to aid in their recovery from the emotional, psychological, social and economic impact of crime as they reclaim their sense of safety, well – being and dignity. The Victim/Witness staff assists victims of crime without regard to a person’s race, gender, religion, nationality, sexual orientation, and gender identity or immigration status; and Whereas, the Alameda County District Attorney’s Office Victim/Witness Assistance Program was the first such program established in 1974, beginning with one Victim Advocate. Today, the Alameda County District Attorney’s Office employs more than 60 individuals dedicated to working with Victims of Crime; and Whereas, in 1984, the Crime Victims Fund was established by the Victims of Crime Act to provide a permanent source of support for crime victim services and compensation. Alameda County District Attorney’s Office Victim-Witness Assistance Division partners with survivors, community service providers, criminal justice professionals and victims to enhance a criminal justice system response that is accessible, culturally competent, and appropriate for all victims of crime; and Whereas, in 2022, the Alameda County District Attorney’s Office Victim/Witness Assistance Division provided over 1,651 services to 289 crime victims in Newark. For victims of crime without financial means, the District Attorney’s office facilitated financial support through the victim Compensation Program; and, Whereas, National Victims’ Rights Week, provides an opportunity to celebrate the energy, creativity and commitment that launched the victims’ rights movement, inspired its progress, and continues to advance the cause of justice for crime victims.

NOW, THEREFORE, I, Michael K. Hannon, Mayor of the City of Newark, on behalf of the Newark City Council, do hereby proclaim April 23-29, 2023
National Victims’ Rights Week
and reaffirm the commitment to respect and enforce victims’ rights and addressing their needs and express our appreciation for those victims of crime who have turned personal tragedy into a motivating force to improve the response to victims of crime and build a more just community.

Michael K. Hannon, Mayor
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Item  D. 1.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Krysten Lee, Finance Director
SUBJECT    Audited Demands
Approval of Audited Demands
Attachments
Audited Demands
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Item  D. 2.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Sheila Harrington, City Clerk
SUBJECT    Approval of March 23, 2023 minutes
Attachments
Minutes
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City of Newark | Newark City Council
Mayor Michael K. Hannon | Vice Mayor Maria “Sucy” Collazo | Council Members: Luis L. Freitas, Mike Bucci, and Matthew Jorgens Draft
Thursday, March 23, 2023
7:00 P.M.

A. ROLL CALL
Mayor Hannon called the meeting to order at 7:00 p.m. Council Members Freitas, Bucci, Jorgens and Vice Mayor Collazo were present.

B. PRESENTATIONS

1. Commending the City of Newark Maintenance Division for their outstanding storm response efforts
Mayor Hannon announced that this commendation would be rescheduled for the next City Council meeting.

2. Proclaiming March as American Red Cross Month
Mayor Hannon presented the proclamation to Margot Simpson Disaster Action Team Lead for Alameda County.

3. Presentation on Eden I & R, Inc. 2-1-1 information and referral services Alison DeJung, Executive Director of Eden I & R, Inc. gave the presentation on how 2-1-1 connects people to health, housing, human services and disaster preparedness, in multiple languages. Presentation on file with City Clerk.

Mayor Hannon requested that a future edition of the Newark News include an article on 2-1-1.

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Page No. 2
City of Newark City Council Minutes March 23, 2023
C. PUBLIC COMMENT
No one requested to speak.

D. CONSENT CALENDAR
Council Member Bucci moved, Council Member Freitas seconded, to approve Consent Calendar Items D.1 through D.9, that the resolutions be numbered consecutively, and that reading of the titles suffice for adoption. The motion passed, 5 AYES.

1. Approval of Audited Demands

2. Approval of the March 9, 2023, minutes

3. Adopt a resolution to amend the position allocations in the 2022-2024 Biennial Budget and Capital Improvement Plan to delete one Cashier and add one Accounting Assistant I-II
Resolution No. 11472

4. Approval of the plans and specifications, adopt a resolution accepting the bid, and award of contract for the total bid to American Asphalt Repair & Resurfacing Company Inc. for FY 2021-2022 Citywide Park Pathways Resurfacing for ADA Access, Project 1297 and amending the 2022-2024 Biennial Budget and Capital Improvement Plan. Exempt from CEQA Review per CEQA Guidelines Section 15301 (Existing Facilities) Resolution No. 11473
Contract No. 23011

5. Adopt a resolution authorizing the City Manager to issue a purchase order and execute related documents with Environmental Systems Research Institute (Esri), Inc., for software and support in an amount not to exceed $89,400 and authorizing a budget amendment to the 2022-2024 biennial budget and capital improvement plan for fiscal year 2023
Resolution No. 11474
Contract No. 23012 ProWest
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Page No. 3
City of Newark City Council Minutes March 23, 2023

6. Resolution approving the reappointment of Senior Advisory Committee Members
Resolution No. 11475

7. Adopt a resolution authorizing the acceptance of the Officer Wellness and Mental Health Grant through the State of California Office of State and Community Corrections and amend the 2022-2024 Biennial Budget and Capital Improvement Plan to appropriate $34,402.05 to the California Board of State and Community Corrections Fund
Resolution No. 11476

8. Adopt a resolution approving a ten-year extension of the current Alameda County Vehicle Abatement Program agreement
Resolution No. 11477

9. Mid-year Budget Review and Adopt a Resolution Amending the 2022-2022 Biennial Budget and Capital Improvement Plan for Fiscal Year 2023 Resolution No. 11478
E. PUBLIC HEARINGS

1. Adopt a resolution to authorize the allocation of a $12 million funding award from the Affordable Housing Impact Fee Fund to Satellite Affordable Housing Associates and authorize the City Manager to execute the Affordable Housing Loan Agreement and all related loan documents to effectuate the approval of the funding award for an affordable housing project at 6347-6375 Thornton Avenue. Exempt from CEQA Review per CEQA Guidelines Section 15061(b) (3)
Resolution No. 11479
Senior Planner Lopez gave the staff report recommending approval.

Presentation on file with City Clerk.

Jonathan Astmann, Satellite Affordable Housing Associates (SAHA) reviewed the 57 unit apartment building with a mix of 1 to 3 bedrooms and affordable rent. There are 7 funding sources for the project including the $12 million City Loan.

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City of Newark City Council Minutes March 23, 2023
Christy Wang, Community Planning Collaborative reviewed the project against Notice of Funding Availability(NOFA) priorities and found the project to be in line with the NOFA priorities. The $12 million loan has a 3 percent interest rate with a term of 57th anniversary of final certificate of occupancy.

Council Member Bucci suggest that SAHA attend community events to share information on the project.

Mayor Hannon opened the public hearing at 8:01 p.m.

There was no public testimony.

Mayor Hannon closed the public hearing at 8:02 p.m.

Council Member Bucci moved, Council Member Jorgens seconded, to adopt a resolution authorizing a loan in the amount of $12,000,000 of city of Newark Affordable Housing Impact Fee Fund to Satellite Affordable Housing Associates for development of a multifamily affordable housing rental development at 6347-6375 Thornton Avenue. The motion passed, 5 AYES.

F. OTHER BUSINESS

1. Adopt a resolution authorizing the City Manager to execute a Contractual Services Agreement with Government Technology Group, LLC for development of a Citywide Broadband Master Plan and amend the 2022-2024 Biennial Budget and Capital Improvement Plan
Resolution No. 11480
Contract No. 23013
Information Technology Director Miranda gave the staff report recommending an agreement with the Government Technology Group, LLC to develop a Broadband Master Plan for citywide high-speed internet access that includes access to all communities in the city. Presentation on file with the City Clerk.

Morgan Pedersen stated that she was excited for this project. She highlighted the need for students to have accessible and consistent internet access.

Vice Mayor Collazo moved, Council Member Freitas seconded, to adopt a resolution authorizing the city manager to execute a contractual services Packet Page 33
Page No. 5
City of Newark City Council Minutes March 23, 2023
agreement with Government Technology Group, LLC to provide a Broadband Master Plan and amend the 2022-2023 Biennial Budget and Capital Improvement Plan. The motion passed, 5 AYES.

G. CITY COUNCIL MATTERS
Council Member Freitas wished everyone a Happy Easter.

Council Member Bucci invited everyone to attend the League of Volunteer’s casino night at Swiss Park on April 1.

Vice Mayor Collazo stated that March is Women’s History Month and she acknowledged the women who work for the city. She stated that Music for Minors is holding a fundraising concert on Saturday. Happy Easter. She stated that Family Day at the Park will be held on April 1. Shop Newark.

Mayor Hannon announced that the Alameda County Superior Court was seeking county residents to serve on the Alameda County Civil Grand Jury. Anyone interested in applying should go to www.alameda.courts.ca.gov for more information.

Mayor Hannon recognized Ramadan as a time of reflection and collaboration.

City Manager Benoun stated the Maintenance Division responded to another storm this week and thanked them. He stated that Family Day at the Park would be held at the Community Center and Park from 10 am to 12:30 pm on April 1.

H. CLOSED SESSION

1. Closed session for conference with Labor Negotiators pursuant to California Government Code Section 54957.6. Agency designated representatives: City Manager Benoun, Assistant City Manager Hovorka, and Human Resources Director Solito; Employee Groups: the Newark Association of Miscellaneous Employees; the Newark Police Management Association; the Newark Police Association; the Confidential Employee Group; and City Officials and the Management, Supervisory, and Professional Employee Group Mayor Hannon announced that the Closed Session would not be held.

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City of Newark City Council Minutes March 23, 2023
I. ADJOURNMENT
Mayor Hannon adjourned the meeting at 8:36 p.m.

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Item  D. 3.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Art Interiano, Deputy Community Development Director SUBJECT    Adopt a Resolution Approving a First Amendment to Contractual Services Agreement with Metropolitan Planning Group for On-Call Planning Services SUMMARY AND RECOMMENDATION
Staff recommends that the City Council approve the First Amendment to the Contractual Services Agreement (CSA) with Metropolitan Planning Group for On-call Professional Planning Services. The Community Development Department, through an RFQ process in 2020, selected Metropolitan Planning Group as a qualified consultant that has provided on-call professional planning services for the last two years. The City entered into the original CSA with Metropolitan Planning Group on December 2, 2020.

The Community Development Department has a need for additional services within the scope of the original agreement that require an increase in the not-to-exceed amount by $175,000, for a total of $350,000 (from a previous not-to-exceed of $175,000). The services provided by Metropolitan Planning Group have been primarily for large projects which have had their costs paid through a developer reimbursement agreement.

BACKGROUND
The City has relied upon professional consultants to provide services and experience that City staff are unable to provide, such as technical traffic and circulation studies and environmental review services, as well as capacity during busy periods or when staff resources are low. For example, the City currently has several contractual services agreements with consultants for on-call Public Works Construction Inspection, Civil Engineering Development Plan Review services, and Code Enforcement services.

These consultant services agreements provide the City with flexibility to address specialty services and experience needs while maintaining high customer service levels.

The Community Development Department (CDD) has current needs for specialty services and technical assistance. The Community Development consists of four professional planners to perform current and long-range planning activities within the Planning Division. Staff includes the Community Development Director, Deputy Community Development Director, Senior Planner, and an Associate Planner. Staff is responsible for major projects such as the implementation of the NewPark Mall Specific Plan, Integral’s housing developments in the Bayside Newark TOD area, the SAHA affordable housing project on Thornton Ave, AC Marriott project at the Nijo Castle Packet Page 36
affordable housing project on Thornton Ave, AC Marriott project at the Nijo Castle restaurant, and Eden Housing’s affordable housing project on Timber Street. Staff is also responsible for processing numerous smaller commercial and residential projects throughout the community and is also responsible for administering the City’s existing housing policies and programs as well as implementing new policies to address community needs and to be consistent with State housing laws. Significant staff work and cooperation with CDD’s two other divisions, Community Preservation and Economic Development, is also necessary to ensure that all CDD functions to serve the public are operating efficiently. CDD’s current eight-person full-time team is near or above its capacity to accommodate new projects and develop innovative new policies, programs, and other improvements, particularly with regard to affordable housing.

DISCUSSION/ANALYSIS
In accordance with the City's Purchasing Rules and Regulations, staff prepared and initiated an open and competitive Request for Qualifications (RFQ) for on-call Professional Planning services and Affordable Housing Program Management services in 2020. The Metropolitan Planning Group (M-Group) was identified as a qualified consultant chosen for professional planning services and the City approved a contractual service agreement per Resolution No. 11,134.  Over the last two years, M-Group has been providing project management services to projects such as FMC Willow and preparing the environmental review documents for the Robson Homes project. The Community Development Department is satisfied with their performance and would like to continue using M-Group staff for project management and California Environmental Quality Act (CEQA) services that will be paid through reimbursement agreements with developers.

Staff is recommending the approval of the First Amendment of the Contractual Service Agreement for on-call Professional Planning Services with M-Group as indicated below.

Typical work under this agreement would be consistent with the services initially provided and include, but are not limited to:

Provide project management for large, complex planning projects; Process planning entitlements and long-range planning projects, including but not limited to general plan and zoning code amendments, planned development permits, design review, and conditional use permits;
Assist City staff in overseeing CEQA consultants for the preparation of complex environmental reviews, including Addendums, Mitigated Negative Declarations and Environmental Impact Reports, and
Make presentations before the City Council, committees, community groups, boards, commissions, and other governmental bodies as required.

Work performed under this agreement would primarily be for large, complex projects with costs that are reimbursable by the project applicant.

M-Group would provide assistance to City staff to enhance staff capacity for projects that are not reimbursable by project applicants and for various administrative and customer service functions. This work would include:

Review development proposals and work with developers;
Prepare staff reports and graphic displays;
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Analyze projects and prepare initial studies and environmental documents; Check development plans for conformance with the Zoning Ordinance; Process applications including but not limited to design review, zoning verification letters, and minor use permits/conditional use permits, and Confer with and advise applicants regarding City development policies and standards.

Work performed for these activities would be paid from the General Fund, Community Development – Planning – Professional Services budget. There is an adequate budget for these activities.

FISCAL IMPACT
Work performed under this agreement would primarily be for large, complex projects with costs that are reimbursable by the project applicant. Occasionally, work performed under this agreement may be staff-initiated studies or analysis, and these activities would be paid from the General Fund, Community Development Planning Division Professional Services budget. Existing appropriations are adequate to fund these activities, therefore only contracting authority is needed.

ENVIRONMENTAL/PLANNING COMMISSION REVIEW
The staff recommendation is not a "Project" as defined by the California Environmental Quality Act and is therefore not subject to environmental review.

REVIEW AND APPROVAL
Prepared by - Art Interiano, Deputy Community Development Director Reviewed by - Steven Turner, Community Development Director Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - David J. Benoun, City Manager
Attachments
Draft Resolution Exhibit 1
Resolution
1st Amendment to CSA for M-Group
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Exhibit 1
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RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK APPROVING AN AMENDMENT TO THE

CONTRACTUAL SERVICES AGREEMENT WITH
METROPOLITAN PLANNING GROUP FOR A NOT-TOEXCEED AMOUNT OF $350,000 WHEREAS, in 2020 the Community Development Department issued Requests for Qualifications for On -call Professional Planning Services; and WHEREAS, Metropolitan Planning Group was determined to be the most qualified firm for On-call Professional Planning Services; and
WHEREAS, the City entered into a Contractual Service Agreement, Resolution 11134 (Exhibit 1), with Metropolitan Planning Group on December 2, 2020 and now wishes to increase the not-to-exceed amount from the original amount of $175,000 by $175,000, for a total not-toexceed amount of $350,000; and WHEREAS, the costs for Professional Planning Services would be primarily recovered though reimbursement agreements as well as the existing Community Development General Fund budget.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Newark hereby authorizes the City Manager to execute an amendment to the Contractual Services Agreement with Metropolitan Planning Group, in a form approved by the City Attorney, to increase the not to exceed amount by $150,000.

BE IT FURTHER RESOLVED that the City Manager is authorized to take any actions necessary to effectuate the intent of this Resolution.

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1 FIRST AMENDMENT TO THE CONTRACTUAL

SERVICES AGREEMENT BETWEEN THE CITY OF

NEWARK AND METROPOLITAN PLANNING
GROUP
This First Amendment to Contractual Services Agreement between the City of Newark, a municipal corporation, ("City") and Metropolitan Planning Group, a Type “S” Corporation ("Consultant") (sometimes referred to as "Parties") dated December 2, 2020 (the “Agreement”), is entered into as of _______ ___, 2023 for the provision of temporary professional planning services.

RECITALS
WHEREAS, the Parties executed the Agreement for the provision of professional planning services to provide project management for moderate or large discretionary planning entitlement projects, as well as other planning services as requested from time-to time; and WHEREAS, Section 27, Modifications, of the Agreement allows the Parties to amend the Agreement provided that the amendment is in writing signed by the Parties; and WHEREAS, the Parties desire to amend the Agreement, Section 3.A to increase the “Not to Exceed” Compensation amount; and
WHEREAS, City staff is authorized to execute this Amendment in a form approved by the City Attorney.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Section 3.A. "Not to Exceed" Compensation, of the Agreement, is amended to increase the not to exceed compensation by $175,000, for a total not to exceed amount of $350,000 (from a previous not to exceed amount of $175,000.).

2. The Agreement’s Exhibit B (Payment) is amended as outlined in the new Payment (Exhibit 1), attached hereto and incorporated herein by reference.

3. With the exception of the foregoing, all other terms and conditions in the Agreement, as amended, remain in force and effect.

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2 City of Newark Consultant
_________________________________ _________________________________ David J. Benoun Heather Bradley
City Manager Principal
Metropolitan Planning Group
Dated: ___________________________ Dated: ___________________________ Attest:
__________________________________
Sheila Harrington
City Clerk
Approved as to Form:
__________________________________
Kristopher J. Kokotaylo
City Attorney
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3 EXHIBIT 1

PAYMENT-TASK ORDERS
The City will issue Consultant a Task Order to proceed for each specific requested assignment.

Upon the request by the City's Community Development Director or his/her designee, Consultant shall identify appropriately experienced staff and produce a scope of work and budget associated with the assignment, and provide a recommendation to the City. City will review the recommendation and, if it is determined to be acceptable, will prepare the Task Order. The Task Order shall be executed prior to the start of the assignment.

City will pay Consultant on a time and materials basis a total not-to-exceed amount of Three Hundred and Fifty Thousand Dollars ($350,000.00) for the completion of all work and services associated with this Agreement and specifically defined by the Task Order(s). The positions provided in the Fee Schedule of the Agreement will be used to calculate the hourly billing for services as reflected in Consultant's invoices.

Work product prepared by Consultant will be submitted to the Community Development Director or his/her designee. Assigned personnel provided by Consultant shall meet or exceed the experience associated with the Scope of Services provided in the Agreement.

Fee Schedule
Position 2023 Fee 2024 Fee
Principal $265-285 $280-$300
Principal Planner , Principal
Environmental Planner, Director of Urban
Design
$185 $195
Senior Planner, Senior Urban Designer ,
Senior Environmental Planner, Project
Manager
$165 $175
Environmental Planner, Historic Preservation
Specialist , Public Art Specialist
$155 $160
Associate Planner, Associate Urban Designer $140 $145
Assistant Planner, Assistant Urban
Designer, Social Media Coordinator
$110 $115
Admin Analyst, Planning Tech $90 $95
Key Staff
In-House Direct Expenses
Activity Unit Cost
Reproduction $0.15/page
Color Reproduction $0.45/page
Mileage $0.58/mile
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Item  D. 4.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Nicholas Cuevas, Recreation and Community Services Manager SUBJECT    Adopt a Resolution approving an agreement with the County of Alameda for participation in the County of Alameda Strategic Vision Initiative – VISION 2026 Community Grant program and amending the 2022-2024 Biennial Budget and Capital Improvement Plan for Fiscal Year 2023
SUMMARY AND RECOMMENDATION
Staff recommends that the City Council adopt a Resolution approving an agreement with the County of Alameda for participation in the County of Alameda's Strategic Vision Initiative. The City has been awarded a VISION 2026 Grant for the Fiscal Year 2023 in the amount of $52,000. This grant will allow the City to provide community support services and tools aimed at developing leadership skills and providing enrichment activities for families and youth residing in Newark.

BACKGROUND
In 2006, the Alameda County Board of Supervisors (Board) launched an ambitious initiative to look 10 years into the future and develop strategies that anticipate major trends and changes that could potentially affect county operations and services. In November 2008, the Board formally adopted the County's first strategic vision - Vision 2016. It provided a framework that helped the County address many challenges and continue to thrive. In March 2016, the accomplishments of Vision 2016 were assessed.

Findings included that the County was better prepared in responding to changes more effectively and had accomplished many successes. Rapid technological and demographic changes, and the unpredictable nature of the funding environment demand that the County continue to deploy strategic visioning approaches to prepare itself to better respond to future challenges. In March 2016, the Alameda County Board of Supervisors adopted "Facing Forward: Vision 2026," a countywide initiative to refresh the County's strategic vision and build upon the prior successful Vision 2016 initiative.  The foundation of Vision 2026 identifies the following strategic priorities: 1) Safe and Livable Communities, 2) Thriving and Resilient Populations, 3) a Healthy Environment, and 4) Prosperous and Vibrant Economy. Vision 2026 includes goals and objectives to achieve these priorities.

On June 29, 2018, the Board established the Enhancing Vision 2026 (EV2026) Fund to help the County reach its Vision 2026 goals of creating a healthy, safe, livable and resilient County for children, youth and families by eliminating homelessness, poverty Packet Page 61
and hunger; supporting accessible infrastructure; and providing healthcare and employment for all. The three-year EV2026 Fund consists of $5 million per year (COVID delayed original funding timeline), divided equally between all five County supervisorial districts.

In 2021, the City of Newark requested funding from EV2026 to fund support services through leadership and enrichment activities for families and youth. In August 2022, the Alameda County Health Care Services Agency notified the City of a $52,000 grant award, and an agreement was finalized in January 2023.

DISCUSSION/ANALYSIS
The City was awarded a $52,000 EV2026 grant to provide:

Scholarships for youth and family classes and George M. Silliman Activity Center memberships (approximately $30,000)
Funds will be used to match the City of Newark's contributions to the youth and family scholarship program. Scholarships fund up to 75% of program cost and typically are used for swim lessons, dance classes, enrichment classes, and camps or memberships.

Participants with a current youth scholarship membership will have their passes converted into a family membership so all household members can benefit from community recreation opportunities.

1. Laptop computers for scholarship participants and Promotores families to access training courses (approximately $15,000)
Laptops will provide families access to services, training and programs such as Manitasen Acción (Little Hands in Action reading program).

2. Outdoor activities and overnight camping opportunities for Newark families (approximately $4,000)
This will provide an opportunity for families to attend a well-established local family camp during the summer.

Typical activities include arts and crafts, archery, hiking, swimming, and a group campfire.

3. Visits to local art and science-based museums for Teen Leadership Program participants (approximately $3,000)
Funds will provide up to three visits to local art and science-based museums and academies. Funds can also be allocated for teen social activities such as visits to local amusement attractions and cultural/artistic performances.

4. Alameda County provided a standard services agreement (attached) outlining each program goal and requirements. City staff reviewed the agreement and, if approved by City Council, is prepared to swiftly implement all program goals to ensure the most significant impact possible for community members in need.

FISCAL IMPACT
If approved, the City would accept a grant award in the amount of $52,000. This new Packet Page 62
If approved, the City would accept a grant award in the amount of $52,000. This new revenue and the appropriation of this grant funding would be added to the Recreation and Community Services Department Miscellaneous Local Grant Fund (491) for the same amount. Expenditures would occur in FY 2023 and any unspent funds and appropriation would be carried forward to FY 2024.

REVIEW AND APPROVAL
Prepared by - Nicholas Cuevas, Recreation & Community Services Manager Reviewed by - Lenka Hovorka, Assistant City Manager
Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - Lenka Hovorka, Assistant City Manager
Attachments
629_EV2026 Resolution
EV2026 Agreement
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RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK AUTHORIZING THE CITY TO ACCEPT AND THE

CITY MANAGER TO SIGN THE ALAMEDA COUNTY
ENHANCING VISION 2026 FUND GRANT AND AMEND
THE FISCAL YEAR 2023 BUDGET
WHEREAS, the City applied to participate in the Alameda County Enhancing Vision 2026 Fund program (EV2026) to provide services for Newark youth and families; and WHEREAS, in January 2023, Alameda County awarded the City a $52,000 EV2026 Fund grant; and
WHEREAS, the City of Newark recognizes the need to provide services to low-income individuals, at-risk youth, predominantly Spanish-speaking youth, adults, and families, and others in need of community resources; and
WHEREAS, the City of Newark desires to enhance family ties and enjoyment in young people’s lives, as well as enrich their lives by supporting their learning and introducing them to new experiences; and
WHEREAS, the City of Newark will use the EV2026 grant to specifically expand the teen leadership program; purchase computers for community members to access online training, education and employment opportunities; provide scholarships for George M. Silliman Activity Center memberships and recreation activities, including family camping.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Newark authorizes the City to accept and the City Manager to sign the Alameda County Enhancing Vision 2026 Grant.

BE IT FURTHER RESOLVED that the Fiscal Year 2023 Budget is amended as follows and any unspent funds and appropriation would be carried forward to FY 2024.:

FR: 491.70.079.790.4791 County Grant $52,000
TO: 491.70.079.790.6130 Laptops $15,000
TO: 491.70.079.790.6221 General Contractual Services $37,000 Packet Page 64
Procurement Contract No. 24607

COUNTY OF ALAMEDA

STANDARD SERVICES AGREEMENT
This Agreement, dated as of January 4, 2023, is by and between the County of Alameda, hereinafter referred to as the “County”, and City of Newark dba City of Newark Resource Center hereinafter referred to as the “Contractor”.

WITNESSETH
Whereas, County desiresto obtain SUPPORT SERVICES THROUGH EDUCATION, LEADERSHIP, AND ENRICHMENT ACTIVITIES FOR FAMILIES AND YOUTH which are more fully described in Exhibit A hereto (“Definition of Services”); and
Whereas, Contractor is professionally qualified to provide such services and is willing to provide same to County; and
Now, therefore it is agreed that County does hereby retain Contractor to provide SUPPORT SERVICES THROUGH EDUCATION, LEADERSHIP, AND ENRICHMENT ACTIVITIES FOR FAMILIES AND YOUTH, and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit A Definition of Services
Exhibit B Payment Terms
Exhibit C Insurance Requirements
Exhibit D Debarment and Suspension Certification
Exhibit E Contracting Compliance Reporting Requirements The term of this Agreement shall be from _01/1/2023 through 8/31/2023.

The compensation payable to Contractor hereunder shall not exceed fifty-two thousand dollars ($52,000) for the term of this Agreement.

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Procurement Contract No. 24607

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA CITY OF NEWARK dba

CITY OF NEWARK RESOURCE CENTER
By:

Signature
By:

Signature
Name: Colleen Chawla
(Printed)
Name: David Benoun
(Printed)
Title: Director, Health Care Services Agency Title: City Manager Date: Date:

Approved asto Form: DONNA R. ZIEGLER,
County Counsel for the County of Alameda
By:

K. Scott Dickey
Assistant County Counsel
By signing above, the signatory warrants and
representsthat he/she executed this Agreement
in his/her authorized capacity and that by
his/her signature on this Agreement, he/she or
the entity upon behalf of which he/she acted,
executed this Agreement
1/5/2023 1/31/2023
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Procurement Contract No. 24607

GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, socialsecurity, disability, Workers’ Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability which County may incur because of Contractor’s failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers’ compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.

Contractor does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, if the County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two week’s notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments.

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively “Liabilities”) except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

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Procurement Contract No. 24607

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

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein. The County and all parties as set forth on Exhibit C shall be considered an additional insured or loss payee if applicable. All of Contractor’s available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement.

Contractor’s insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor’s excess and umbrella insurance shall also apply on a primary and non-contributory basis for the benefit of the County before County’s own insurance policy or self-insurance shall be called upon to protect it as a named insured.

4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wagesfor work of a similar characterin the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wagesshall not be lessthan the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.

5. WORKERS’ COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

6. CONFORMITY WITH LAW AND SAFETY:
a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act.

Contractor shall indemnify and hold County harmless from any and all liability, fines, penalties and consequences from any of Contractor’s failures to comply with such laws, ordinances, codes and regulations.
b. Accidents: If a death, serious personal injury, or substantial property damage occurs in connection with Contractor’s performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents Packet Page 68
Procurement Contract No. 24607

which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.
c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the County the opportunity to review and inspect such evidence, including the scene of the accident.

7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).
a. By signing this agreement and Exhibit D, Debarment and Suspension Certification, Contractor/Grantee agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations (CFR) 3016.35, 28 CFR

66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549. b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principals:
(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any federal department or agency; (2) Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.

8. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.

9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

10. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the Contractor.

11. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor’s sub-Contractors or third parties at the request of the Contractor (collectively, “Documents and Materials”). This explicitly includes the electronic copies of all above stated documentation.

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor’s Information System, respecting in any way the subject matter of this Agreement.

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Contractor shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the County and any assignee of the County an express royalty – free license to retain and use said Documents and Materials. The County’s rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor’s services as set forth in Exhibit “A” of this Agreement have been fully performed or paid for.

In Contractor’s contracts with other Contractors, Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractor’s Documents and Materials. Contractor agrees to defend, indemnify, and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or Sub-Contractors.

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit “A”, and shall defend, indemnify and hold the County harmless from any claims for infringement of patent or copyright arising out of such selection. The County’s rights under this Paragraph 11 shall not extend to any computer software used to create such Documents and Materials.

12. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the County that Contractor has no present, and will have no future, conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the County, as determined in the reasonable judgment of the Board of Supervisors of the County.

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 13 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.

13. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

Personal delivery: When personally delivered to the recipient, notices are effective on delivery.

First Class Mail: When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission:

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giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA
Health Care Services Agency
1000 San Leandro Blvd., 3
rd Floor
San Leandro, CA 94577
Attn: Maria Smith
To Contractor: CITY OF NEWARK dba
City of Newark Resource Center
6800 Mowry Avenue
Newark, CA 94560
Attn: Nick Cuevas C/o
David Benoun
Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII ofthe Civil Rights Act of 1964 and that no person shall, on the grounds ofrace, creed, color, disability,sex,sexual orientation, national origin, age, religion, Vietnam era Veteran’sstatus, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement. a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an “Equal Opportunity Employer” or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor.
b. Contractor shall, if requested to so do by the County, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran’s status, political affiliation, or any other non-merit factor. c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

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d. Contractorshall recruit vigorously and encourage minority - and women-owned businessesto bid its subcontracts.
e. Nothing contained in this Agreementshall be construed in any mannerso asto require or permit any act, which is prohibited by law.
f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code § 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement.

17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting Contractor’s books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor’s obligations under the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County’s last payment to Contractor under this Agreement.

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19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

20. TERMINATION: The County has and reserves the right to suspend, terminate, or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate, or suspend the Contractor’s work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination, or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to Contractor for its SUPPORT SERVICES THROUGH EDUCATION, LEADERSHIP, AND ENRICHMENT ACTIVITIES FOR FAMILIES AND YOUTH shall not exceed $52,000 payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION:

Contractor has been approved by County to participate in contract without SLEB participation. As a result, there is no requirement to subcontract with another business in order to satisfy the County’s Small and Emerging Locally owned Business provision.

However, if circumstances or the terms of the contract should change, Contractor may be required to immediately comply with the County’s Small and Emerging Local Business provisions, including but not limited to:
a. Contractor must be a certified small or emerging local business(es) or subcontract a minimum 20% with a certified small or emerging local business(es). b. SLEB subcontractor(s) is independently owned and operated (i.e., is not owned or operated in any way by Prime), nor do any employees of either entity work for the other. c. Small and/or Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract. Contractor shall ensure that their own certification status and/or that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program.
d. Contractor shall not substitute or add any small and/or emerging local business(s) listed in this agreement without prior written approval from the County. Said requests to substitute or add a small and/or emerging local business shall be submitted in writing to the County department contract representative identified under Item #13 above. Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency, Office of Contract Compliance & Reporting (OCCR). e. All SLEB participation, except for SLEB prime contractor, must be tracked and monitored utilizing the Elation compliance System.

County will be under no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) if the work is not performed by the listed small and/or emerging local business.

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For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda County Contract Compliance System contact OCCR via e-mail at [email protected].

22. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

24. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

26. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

27. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

28. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

29. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor’s performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County’s request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

30. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign, or delegate any portion of this Agreement or any duties or obligations hereunder without the County’s prior written approval.

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a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Paragraph shall confer no rights on any party and shall be null and void.
b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County’s prior written approval. c. Contractor shall require all subcontractors to comply with all indemnification and insurance requirements of this agreement, including, without limitation, Exhibit C. Contractor shall verify subcontractor’s compliance.
d. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

31. SURVIVAL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.

32. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, orinvalid provision.

33. PATENT AND COPYRIGHT INDEMNITY: Contractorrepresentsthat it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“Contractor Products”) provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County’s prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products. a. If Contractor is obligated to defend County pursuant to this Paragraph 33 and fails to do so after reasonable notice from County, County may defend itself and/or settle such proceeding, and Contractor shall pay to County any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with County’s defense and/or settlement of such proceeding.
b. In the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for County the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance.

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c. Notwithstanding this Paragraph 33, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.

34. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements.

If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

35. EXTENSION: This agreement may be extended for up to three years by mutual agreement of the County and the Contractor.

36. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement. [END OF GENERAL TERMS AND CONDITIONS]
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Exhibit A

EXHIBIT A
Contracting Department Alameda County - Health Care Services Agency Contractor Name City of Newark dba City of Newark Resource Center Contract Period 01/1/2023 through 8/31/2023
Type of Services
EV2026 Fund - D2 - Support Services through Education, Leadership, and Enrichment Activities For Families And Youth
Allocation Amount $ 52,000

DEFINITION OF SERVICES
I. Program Name
City of Newark Resource Center in partnership with the Newark Recreation & Community Services Department’s Promotores Program.

II. Contracted Services
The City of Newark Resource Centershall provide Alameda County Health Care Services Agency (HCSA) with servicesthat conform to the Enhancing Vision 2026 Fund criteria, which are meant to support children, youth, and families living in Alameda County.

Contractor shall provide Alameda County Health Care Services Agency:

The City of Newark Resource Center in partnership with the Newark Recreation & Community Services Department’s Promotores Program will provide an opportunity for children, youth, and families to experience the arts, science, learning, and cultural awareness to enrich their lives. In addition, these activities will enhance family ties and enjoyment to young people’s lives. In the end, they will be more educated about things not necessarily envisioned in their day-to-day learning and elevate students and families where English is not their first language.

III. Program Information and Requirements
A. Program Goals

1. Expansion of the Teen Leadership Program: Provide field trips to museums and other educational and cultural venues. Youth and young adults will engage in experiences to boost community wellness (art and cultural activities) and participate in educational forums that provide information about public services available to teens and youth.

2. Purchase of laptop computers for Promotores Families: Approximately 30 computers will be distributed to Promotores families who do not have the means to purchase a computer. The computers will help the youth and families of Newark access educational information provided by the city and other community-based educational institutes and agencies, including the Promotores program and workforce development opportunities.

3. Youth & Family Membership “Scholarships”: Scholarships will allow youth and families, Packet Page 77
Procurement Contract No. 24607
Exhibit A

4. including Promotores’ families, to participate in various community programs offered by the city that would typically be cost-prohibitive due to program price. Scholarships will provide families with the Silliman Activity & Family Aquatic Center membership to use the facility amenities such as the fitness center, gymnasium, and water park to help boost healthy lifestyles .

5. Family Camp Sponsorship: Sponsorships will allow families to experience outdoor camping opportunities. Promotores’ families will have access to the established family youth camp located near the Bay Area and sponsored by the City of Newark.

B. Target Population
Contractor shall provide services to the following populations described below.

1. Service Groups
Contractorshall provide services to community members who are in the following categories:
a. Low-income individuals and at-risk youth
b. Predominantly Spanish-speaking youth, adults, and families c. In need of community resources

2. Program Eligibility
Contractor shall only serve clients who:
a. Are Alameda County residents; and
b. Are income-qualified Newark families; and
c. Are part of the City of Newark Recreation & Community Services Department’s Promotores network.

C. Program Requirements
Contractor shall maintain the following program services:

1. Program Services
The City of Newark operates two programs for individuals in need or seeking services within Newark. Low-income individuals who cannot afford programs offered by the Recreation & Community Services Department can apply through the Department’s Scholarship Program, which covers 75% of program fees for participants who are income qualified. Additionally, the City of Newark Recreation & Community Services Department operates the Newark Promotores Network, which works closely with the Hispanic/Latinx population in the City of Newark. Services offered by this program primarily serve families and children who are economically disadvantaged, lack immigration status, and are unaware of public services available to them.

2. Hours of Operation
Contractor shall be available to provide services for the following hours of operation:
 8:00 a.m. to 5:00 p.m. Monday – Thursday
 6:00 p.m. to 8:30 p.m. Fridaysfor Teen Program

3. Service Delivery Sites
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Exhibit A

Contractor shall provide services at the following location(s):

Silliman Activity & Family Aquatic Center at 6800 Mowry Avenue, Newark Ca 94560

4. Additional Requirements
a. Contractor shall participate in any requested training sessions as requested by the County. b. Alameda County reserves the right to request additional information. The approval of County to a requested change shall not release Contractor from its obligations under this Agreement.
c. Entirety of Agreement: Contractorshall abide by all provisions of the General Terms and Conditions, all Exhibits, and all Attachments that are associated with and included in this agreement and made part of the same by this reference.

IV. Contract Deliverables and Reporting Requirements
A. Process Objectives and Performance Measures
By August 31, 2023, Contractor shall meet the following objectives:

Process Objective “How Much”
Performance
Measure
Data Source
By August 31, 2023, PP will provide
at least 3 annual visits to local art
and science-based museums and
academies for a minimum of 20
program
participants
Minimum of three field trips Program registration list
By August 31, 2023, NRC in
partnership with Promotores
Program will provide at least 30
laptop computers for Promotores
families to
access training courses
Minimum of 30 laptopsfor
families
Program registration list
By August 31, 2023, NRC in
partnership with Promotores
Program will provide at least 40
scholarships to cover youth and
family classes and
facility memberships.

Minimum of 40 family
memberships
Program registration list
By August 31, 2023, NRC in
partnership with Promotores
Program will provide 25 families
with at least 3
outdoor activities and camping
opportunities
Minimum of 2 outdoor activities Program registration list Packet Page 79
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Exhibit A

B. Quality Objectives and Performance Measures
By August 31, 2023, Contractorshall meet the following outcomes:

Quality Objective “How Well”
Performance
Measure
Data Source
By August 31, 2023, 70% of the total
participants in the youth group shall
attend at least one of our annual
visits.

Youth participants will have to
complete at least 50% of the
attendance through the
program.

Youth Group database
and/or Sign-In sheets
By August 31, 2023, 30 out of the 42
City of Newark graduated
Promotores shall get a laptop within
the following months. Unless having
received a laptop previously from a
Newark Program. The laptop would
go to the next person in the
graduating class or another
Promotores community member in
need.

All the rest of the graduated
Promotoresthat did not
qualify to receive a laptop
during the previous grant
shall receive a laptop to keep
their education
and online training going or
Promotores community
members in need.

Promotores Database and/or
Sign- In sheets
By August 31, 2023, 40 scholarships
among the youth group and
Promotoresfamilies and their
network shall be provided to cover
youth and
family classes and facility
memberships.

Participants with the highest
attendance in at least 50% of
the programs shall qualify to
receive these scholarships.

Promotores Database and/or
Sign- In sheets
By August 31, 2023, 25 families
attending most of the Promotores
Programs shall attend at least 2
outdoor activities and camping
opportunities.

Families with the highest
participation in the Promotores
Programs shall attend these
outdoor activities and camping
opportunities.

Promotores Database and/or
Sign- In sheets
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Exhibit A

C. Impact Objectives and Performance Measures
By August 31, 2023 Contractorshall meet the following outcome(s):

Impact Objective “Is Anyone Better Off”
Performance Measure
Data
Source
By August 31, 2023,
70% of the total participants in
the youth group shall have the
opportunity to explore at least 1
local art and science-based
museum and academy to engage
youth to boost
their personal growth and wellness.

Youth participants will have to
be consistent and complete at
least 50% of the attendance
through the program
Youth Group database and/or SignIn sheets
By August 31, 2023,
The 30 City of Newark graduated
Promotores shall get a laptop to
have access to educational training
and to create workforce
development
opportunities.

Graduated Promotores that
receive a laptop shall
participate in at least 10
online sessions or workshops
using their laptops to
participate.

Promotores Programsregistration
and/or Sign-In sheets
By August 31, 2023,
40 scholarships among the youth
group and Promotores families
and their network shall be
provided to cover youth and
family classes and facility
memberships to be exposed and
engage families with less access to
sports, arts, or other enrichment
opportunities due to cost/budget
limitations.

Participants with the highest
attendance in at least 50% of
the programs shall qualify to
receive these scholarships.

Promotores Programsregistration
and/or Sign-In sheets
By August 31, 2023,
25 families attending most of the
Promotores Programs shall attend
at least 2 outdoor activities and
camping opportunities to expose
them to explore and experience
family outdoor enrichment
programs.

Families with the highest
participation in the Promotores
Programs shall attend these
outdoor activities and camping
opportunities.

Promotores Database and/or SignIn sheets
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Exhibit A

D. Reporting Template

PROGRESS REPORT
From:

City of Newark dba
City of Newark Resource Center
ATTN: Nick Cuevas
6800 Mowry Avenue
Newark, CA 94560
Bill To:

Alameda County Health Care Services Agency
ATTN: Special Projects Office
1000 San Leandro Blvd, Suite 300
San Leandro, CA 94577
Email to: [email protected]
Procurement Contract Number: XXXXX
Reporting Period: 01/1/2023 – 8/31/2023
Process
Objective
“How Much Are
We Doing?”
Process Measure
Data Source Progress
Challenges/Successesin Meeting Process Objectives:

Quality
Objective
“How Well Did We
Do It?”
Quality Measure
Data
Sourc
e
Progress
Challenges/Successesin Meeting Quality Objectives:

Impact
Objective
“Is Anyone Better
Off?”
Impact Measure
Data
Sourc
e
Progress
Challenges/Successesin Meeting Impact Objectives:

Note: An electronic PDF version of this Reporting Template shall be provided to Contractor upon contract execution.

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Procurement Contract No. 24607
Exhibit B

EXHIBIT B

PAYMENT TERMS
Contracting Department Alameda County - Health Care Services Agency Contractor Name City of Newark dba City of Newark Resource Center Contract Period 01/1/2023 through 8/31/2023
Type of Services EV2026 Fund - D2 - City of Newark
Allocation Amount $ 52,000
I. Budget Summary (10/1/22 – 9/30/23)
Service Description Amount
Provide annual visits to local art and science-based museums and academies. $3,000.00 Provide laptop computers for Promotores families to access training courses. $15,000.00 Provide scholarshipsto cover youth and family classes and facility memberships. $30,000.00 Provide families with outdoor activities and camping opportunities $4,000.00 TOTAL AMOUNT NOT TO EXCEED $52,000.00
II. Terms and Conditions of Payment

1. The total amount of reimbursement under the terms of this Agreement shall not exceed $52,000. Any changes will need to be authorized by the Health Care Services Agency Finance Director.

2. Contractor shall invoice the County monthly for actual expenses incurred based upon the services described in Exhibit A. The final invoice shall be for an amount not to exceed the remaining balance of the contract. The final invoice and annual report must be received no later than 9/30/2023.

3. Contractor shall submit invoices, with all required progress reports in accordance with the reporting requirements, to Alameda County Health Care Services Agency (HCSA).

4. Fundsshall be used solely in support of the project’s program budget and may not be used for any purpose other than those specified in this Agreement without prior written approval from the Alameda County Health Care Services Agency. Reimbursement islimited to actual expenses and in accordance to the items and costs as set forth in the Budget Summary.

5. County shall use best efforts to process invoices submitted by contractor within forty-five (45) Packet Page 83
Procurement Contract No. 24607
Exhibit B

6. working days of receipt of invoice, required report and any other requested documentation.

Invoices will be reviewed by and not paid until approved by the Alameda County Health Care Services Agency.

III. Invoicing Procedures
Contractor’s omission of this information will result in a delay in payment.

1. Invoices shall include the following information:
a. Remittance address
b. Reporting period
c. Procurement Contract Number
d. Purchase Order Number
e. Invoice number
f. Invoice amount
g. Detail of expenditures
h. All required reports

2. Invoices accompanied by the required report(s), shall be sent via email to:
 [email protected]
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Procurement Contract No. 24607
Exhibit C

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Procurement Contract No. 24607
Exhibit C

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Procurement Contract No. 24607
Exhibit C

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Procurement Contract No. 24607
Exhibit C

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Exhibit D

EXHIBIT D

COUNTY OF ALAMEDA

DEBARMENT AND SUSPENSION CERTIFICATION
(Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor:
 Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;
 Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years;
 Does not have a proposed debarment pending; and
 Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years.

If there are any exceptionsto this certification, insert the exceptions in the following space. For any exception noted, indicate to whom it applies, initiating agency, and dates of action. Exceptions will not necessarily result in denial of award but will be considered in determining Contractor responsibility.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

CONTRACTOR: City of Newark dba City of Newark Resource Center PRINCIPAL: David Benoun TITLE: City Manager
SIGNATURE: DATE:
1/31/2023
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Item  D. 5.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Alex Tat, Senior Civil Engineer
SUBJECT    Adopt a resolution accepting work with Rosas Brothers Construction for FY 2021-2022 Curb, Gutter and Sidewalk Replacement, Project 1279. Exempt from CEQA Review per CEQA Guidelines Section 15301 (Existing Facilities)
SUMMARY AND RECOMMENDATION
Rosas Brothers Construction completed the FY 2021-2022 Curb, Gutter and Sidewalk Replacement, Project 1279 within an acceptable time and within the contract renewal budget of $350,000 allocated for the project.  Staff recommends that the City Council, by resolution, accept the work with Rosas Brothers Construction for FY 2021-2022 Curb, Gutter and Sidewalk Replacement, Project 1279, authorize the filing of a notice of completion with the County Recorder of Alameda County, and authorize the release of bonds guaranteeing completion of the work.

BACKGROUND
Pursuant to Resolution No. 11,169, adopted February 11, 2021, the City Council awarded a contract to Rosas Brothers Construction for 2021 Curb, Gutter, and Sidewalk Replacement, Project 1257. The overall project scope of work included replacement of curb, gutter and sidewalk throughout the City.  The contract allowed for renewal of the contract annually for up to three (3) additional years if agreeable to both the City and Rosas Brothers Construction. FY 2021-2022 Curb, Gutter and Sidewalk Replacement, Project 1279 was the first renewal of the original contract.

DISCUSSION/ANALYSIS
On August 22, 2022, the City executed an agreement renewing the contract with Rosas Brothers Construction in an amount not to exceed $350,000. Staff has reviewed and inspected the entire scope of work which has now been satisfactorily completed in accordance with the approved project specifications, all applicable standards and as directed by the City Engineer.  Staff now recommends that the City Council formally accept the work pursuant to the California Public Contract Code.  Once accepted, a notice of completion will be filed with the County Recorder of Alameda County and a release of retention payment issued.

FISCAL IMPACT
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The project was completed within budget using Measure BB Direct Local Distribution funds.

ENVIRONMENTAL/PLANNING COMMISSION REVIEW
The repair and maintenance of existing facilities is categorically exempt under the California Environmental Quality Act (CEQA) section 15301 (Existing Facilities).

REVIEW AND APPROVAL
Prepared by – Alex Tat, Senior Civil Engineer
Reviewed by – Jayson Imai, Assistant City Engineer
Reviewed by – Soren Fajeau, Public Works Director
Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - Lenka Hovorka, Assistant City Manager
Attachments
Resolution - Rosas Brothers
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RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK ACCEPTING THE WORK WITH ROSAS
BROTHERS CONSTRUCTION FOR FY 2021-2022 CURB,
GUTTER, AND SIDEWALK REPLACEMENT, PROJECT 1279
WHEREAS, the City of Newark entered into a contract (C21003) with Rosas Brothers Construction pursuant to Resolution No. 11,169, adopted February 11, 2021, for 2021 Curb, Gutter & Sidewalk Replacement, Project 1257, in the City of Newark; and WHEREAS, per the terms of the contract, the City is allowed to renew the contract with Rosas Brothers Construction annually for up to three (3) additional years if aggregable to both the City and Rosas Brothers Construction; and
WHEREAS, the City of Newark executed an agreement renewing the contract (C21003) with Rosas Brothers Construction on October 22, 2022, in an amount not to exceed $350,000 for FY 2021-2022 Curb, Gutter & Sidewalk Replacement, Project 1279; and WHEREAS, Rosas Brothers Construction has successfully completed the improvements for FY 2021-2022 Curb, Gutter & Sidewalk Replacement, Project 1279, in accordance with specifications for the contract and as directed by the City Engineer; and WHEREAS, said work has been completed to the satisfaction of the City Engineer.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Newark does hereby accept the improvements for FY 2021-2022 Curb, Gutter and Sidewalk Replacement, Project 1279.

BE IT FURTHER RESOLVED that the City Council of the City of Newark does hereby authorize the release of bonds guaranteeing completion of the work.

BE IT FURTHER RESOLVED that the City Council of the City of Newark does hereby authorize the filing of a Notice of Completion with the Office of the County Recorder of Alameda County, California.

BE IT FURTHER RESOLVED that the City Council of the City of Newark does hereby authorize the City to issue payment including the release of a final retention payment to Rosas Brothers Construction for the completion of FY 2021-2022 Curb, Gutter and Sidewalk Replacement, Project 1279, pursuant to the contract.

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Item  D. 6.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Steven Turner, Community Development Director
SUBJECT    Adopt a Resolution authorizing the City Manager to execute the first amendments to the Contractual Services Agreements with Baird + Driskell Community Planning (Community Planning Collaborative) and Environmental Sciences Associates, Inc. and authorizing amendment of the 2022-2024 Biennial Budget for Fiscal Year 2023 to provide funding for consultant services related to the 2023-2031 Housing Element SUMMARY AND RECOMMENDATION
In 2022, the City entered into Contractual Services Agreements with two firms to assist the City with the preparation of the 2023-2031 Housing Element, as well as updates to other General Plan elements, special studies and analysis, and environmental reports:

Baird + Driskell Community Planning and Environmental Sciences Associates Inc. Both consultant teams have made significant progress on their respective scope of services.

However, the consultants did not anticipate the extended amount of time necessary to complete certain tasks.  Each consultant has requested a budget augmentation that is anticipated to cover the costs of the remaining tasks.

Staff recommends that the City Council approve resolutions authorizing the City Manager to execute the first amendments to the Contractual Services Agreements with Baird + Driskell Community Planning (Community Planning Collaborative) and Environmental Sciences Associates Inc. and authorize an amendment of the 2022-2024 Biennial Budget for Fiscal Year 2023 to provide funding for consultant services related to the 2023-2031 Housing Element.

BACKGROUND
The City has relied upon professional consultants to provide services and experience that city staff are unable to provide, such as technical traffic and circulation studies and environmental review services, as well as capacity during busy periods or when staff resources are low. For example, the city currently has several contractual services agreements with consultants for on-call professional city planning services, code enforcement services as well as Public Works construction inspection and civil engineering development plan review services. These consultant services agreements provide the City with flexibility to address service and experience needs while maintaining high customer service levels in an efficient manner.

The Community Development Department (CDD) requires technical assistance related to the update of the General Plan’s Housing Element. The City Council has previously Packet Page 93
approved Consultant Services Agreements (CSA) with two consulting firms that are assisting the city with the Housing Element update effort:

Baird + Driskell Community Planning for preparation of the 2023-2031 Housing Element and project management services. The budget of the CSA is for a not-to-exceed amount of $182,974 City Council authorized the CSA by adopting Resolution 11,344 on April 14, 2022.

Environmental Sciences Associates, Inc. (ESA) for preparation of an update to the General Plan’s Environmental Hazards Element to be known as the “Safety Element”, and a General Plan Health Wellness and Environmental Justice (HWEJ) Element. The CSA also includes an environmental assessment of the Housing and Safety Elements consistent with the California Environmental Quality Act (CEQA).

The budget of the CSA is for a not-to-exceed amount of $252,740.00. City Council authorized the CSA by adopting Resolution 11,307 on January 27, 2022.

Both Baird + Driskell and ESA have worked with city staff throughout 2022 and early 2023 on each consultant's scope of services related to the Housing Element Update.

Key accomplishments include:

Community outreach and engagement including preparation of a dedicated Housing Element Update website (www.mewarkhousingupdate.org), a city-wide affordable housing survey, community meetings and stakeholder interviews, preparation of outreach materials (advertising flyers, poster boards, social media postings).

Technical assistance and coordination of Newark-specific data related to population, demographics, housing needs, market conditions, 2020 Decennial Census data and other sources to produce an Affirmatively Furthering Fair Housing analysis that is requirement of the Housing Element Update.

A detailed Newark-specific housing site analysis utilizing Geographical Information Systems.

Preparation of Housing Element goals, policies, and quantified objectives.

Preparation of an Environmental Hazards Element existing conditions report and a Draft General Plan Safety Element and coordination with city stakeholder groups.

Preparation of an Environmental Justice existing conditions report, utilizing portions of the General Plan’s Health and Wellness Element.

Preparation and release of the Draft 2023-2031 Housing Element on February 27, 2023 for a 30-day public review period.

DISCUSSION/ANALYSIS
Although significant progress has been made to update the Housing Element and prepare related studies, reports, and draft documents, each consulting firm is requesting budget augmentation to complete the previously identified scope of services within each agreement:

Baird + Driskell
The process for updating the Housing Element has taken longer and been more time intensive than the consultant anticipated in the original budget.  Three major categories of work required significantly more staff effort:

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Preparing GIS data and layers for a comprehensive spatial analysis of the proposed sites inventory, and related mapping of sites vis-à-vis Affirmatively Further Fair Housing (AFFH) variables.

Preparing a comprehensive analysis related to AFFH in line with Housing and Community Development (HCD) guidelines and the evolving understanding of best practices per HCD, Association of Bay Area Governments (ABAG) and successful Housing Element updates from other California jurisdictions.

Conducting and documenting an in-depth community engagement strategy that was deeply inclusive and deployed a variety of outreach methods and events that have not previously been utilized in Newark at the same scale.  This effort has yielded a more robust and nuanced Draft Housing Element grounded in community values and a deep understanding of local housing needs and conditions.

The remaining scope of services includes preparing the Draft Housing Element for HCD review, responding to HCD comments, preparing the Final Housing Element and preparing for the Planning Commission and City Council review and adoption process. Baird + Driskell is requesting a budget augment to cover time and materials to complete a final adopted and certified Housing Element, in the amount of $97,750 which includes a 15% contingency.

Baird & Driskell has changed its name to Community Planning Collaborative, thus the proposed amendment will be with Community Planning Collaborative.

ESA
As discussed earlier in this report, ESA’s scope of services includes preparation of an update to the General Plan’s Environmental Hazards Element to be known as the “Safety Element”. ESA’s budget related to community engagement efforts has been expended. ESA anticipates that additional stakeholder outreach with State agencies on matters related to environmental hazards will be necessary to successfully inform the development of issues, goals, policies and actions for the Safety Element and HWEJ Element.

ESA’s original scope of work did not include appropriate project management budget to account for ongoing internal and external coordination and administration of the project, which was originally scheduled to conclude in January 2023. As such, ESA has billed time spent on overall project management and team coordination to other tasks. The ongoing Housing Element preparation work results in additional project management costs that were not originally foreseen. ESA is requesting a budget augment for community and stakeholder outreach and project management activities, in the amount of $74,665 which includes a 15% contingency.

FISCAL IMPACT
The total not-to-exceed amount for the first amendments of each consultant’s CSA would be:

Baird + Driskell: increased by $97,750 for a total not-to-exceed amount of $280,724.

ESA: increased by $74,665 for a total not-to-exceed amount of $327,405.

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Staff requests authorization to amend the 2022-2024 Biannual Budget to appropriate $172,415 from the Community Development Maintenance Fund (Fund 625) for the Baird + Driskell and ESA Contractual Services Agreement amendments. The Community Development Maintenance Fund was established by Ordinance No. 441 in 2010 to establish a fee on development and improvement of properties in order to recover expenses for updating the General Plan and Zoning Ordinance. The update to the General Plan’s Housing Element is consistent with Ordinance No. 441.

ENVIRONMENTAL/PLANNING COMMISSION REVIEW
The staff recommendation is not a "Project" as defined by the California Environmental Quality Act and is therefore not subject to environmental review.

REVIEW AND APPROVAL
Prepared by - Steven Turner, Community Development Director Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - Lenka Hovorka, Assitant City Manager
Attachments
Resolution - Baird CSA Amendment No. 1
Amendment No. 1 to CSA with Baird + Driskell
Original CSA - Baird
Resolution - ESA Inc. CSA Amendment No. 1
Amendment No. 1 to CSA with ESA Inc.

Original CSA - ESA
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RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWARK APPROVING AMENDMENT NO.1 TO THE
CONTRACTUAL SERVICES AGREEMENT WITH BAIRD +

DRISKELL COMMUNITY PLANNING (COMMUNITY

PLANNING COLLABORATIVE) AND AUTHORIZING
AMENDMENT OF THE 202 2 - 2 0 2 4 B I E N N I A L
B U D G E T F O R FISCAL YEAR 2023 TO PROVIDE

FUNDING FO R GENERAL PLAN UPDATES RELATED
TO THE 2023-2031 HOUSING ELEMENT
WHEREAS, the Community Development Department issued a Request for Proposal (RFP) for General Plan updates and related analysis related to the preparation of the 2023-2031 Housing Element (the “Project”); and
WHEREAS, based on staff’s evaluation, Baird + Driskell Community Planning was determined to be a qualified firm for the Project and desired to enter into a Contractual Services Agreement for the Project; and
WHEREAS, on April 14, 2022, the City Council of the City of Newark adopted Resolution 11,334, approving a Contractual Service Agreement (the “Agreement”) with Baird + Driskell Community Planning to perform work associated with the Project and a budget not-to-exceed $182,974; and
WHEREAS, subsequent to entering into the Agreement, Baird + Driskell Community Planning changed its name to Community Planning Collaborative; and WHEREAS, Community Planning Collaborative has made substantial progress to complete the scope of services associated with the Project; and WHEREAS, Community Planning Collaborative has requested a budget amendment (“Amendment No. 1”) in the amount of $97,750 to complete the scope of work described in the Agreement; and
WHEREAS, staff recommends amending the 2022-2024 Biennial Budget for Fiscal Year 2023 appropriating $97,750 from the Development Maintenance Fund (625) to the Project.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Newark hereby approves Amendment No. 1 to the Contractual Services Agreement with Community Planning Collaborative to increase the not to exceed amount of the Agreement by $97,750 for a total amount not to exceed $280,724.

BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute Amendment No.1, attached hereto, in a form approved by the City Attorney.

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BE IT FURTHER RESOLVED that the City Manager is authorized to take any actions necessary to effectuate the intent of this Resolution.

BE IT FURTHER RESOLVED that the City Council does hereby amend the 2022-2024 Biennial Budget for the Fiscal Year 2023 assigning $97,750 from the Development Maintenance Fund (Fund 625) for the Project.

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1 FIRST AMENDMENT TO THE CONTRACTUAL

SERVICES AGREEMENT BETWEEN THE CITY OF
NEWARK AND BAIRD + DRISKELL COMMUNITY

PLANNING
This First Amendment to Contractual Services Agreement between the City of Newark, a municipal corporation, ("City") and Community Planning Collaborative, a California C Corporation ("Consultant") (sometimes referred to as "Parties") dated May 26, 2022 (the “Agreement”), is entered into as of _______ ___, 2023 for services related to the preparation of the City of Newark Housing Element Update.

RECITALS
WHEREAS, the Parties executed the Agreement for the provision of professional planning services to update the City’s General Plan Housing Element; and
WHEREAS, Section 27, Modifications, of the Agreement allows the Parties to amend the Agreement provided that the amendment is in writing signed by the Parties; and WHEREAS, the Parties desire to amend the Agreement, Section 3.A to increase the “Not to Exceed” Compensation amount; and
WHEREAS, City staff is authorized to execute this Amendment in a form approved by the City Attorney.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Section 3.A. "Not to Exceed" Compensation, of the Agreement, is amended to increase the not to exceed compensation by $97,750.00, for a total not to exceed amount of $280,724.00 (from a previous not to exceed amount of $182,974.00).

2. The Agreement’s Exhibit B (Payment) is amended as outlined in the new Payment (Exhibit 1), attached hereto and incorporated herein by reference.

3. With the exception of the foregoing, all other terms and conditions in the Agreement, as amended, remain in force and effect.

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2 City of Newark Consultant
_________________________________ _________________________________ David J. Benoun Joshua Abrams
City Manager Principal
Baird + Driskell Community Planning
Dated: ___________________________ Dated: ___________________________ Attest:
__________________________________
Sheila Harrington
City Clerk
Approved as to Form:
__________________________________
Kristopher J. Kokotaylo
City Attorney
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3 EXHIBIT 1

PAYMENT
The consultant team will charge for services according to the following hourly rates for an amount not to exceed $280,724.00. This does not include the optional task “Rezoning of Sites” Baird + Driskell Community Planning Billing Rates
Clara Cheeves, Associate $135.00
Josh Elsworth, GIS Specialist $165.00
Bowen Close, Creative Director $165.00
Community Planning Collaborative Principals $230.00
Community Planning Collaborative Sub-consultant: Bay Area Economics (BAE) Paul Peninger an amount not to exceed $50,000.00.

The not to exceed amount of $280,724.00 includes a contingency amount of $12,750.00.

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RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWARK APPROVING AMENDMENT NO.1 TO THE

CONTRACTUAL SERVICES AGREEMENT WITH
ENVIRONMENTAL SCIENCES ASSOCIATES INC. AND
AUTHORIZING AMENDMENT OF THE 202 2 - 2 0 2 4
B I E N N I A L B U D G E T F O R FISCAL YEAR 2023 TO

PROVIDE FUNDING FO R GENERAL PLAN UPDATES
RELATED TO THE 2023-2031 HOUSING ELEMENT
WHEREAS, the Community Development Department issued a Request for Proposal (RFP) for General Plan updates and related analysis related to the preparation of the 2023-2031 Housing Element (the “Project”); and
WHEREAS, based on staff’s evaluation, Environmental Sciences Associates, Inc. was determined to be a qualified firm for the Project; and
WHEREAS, on January 27, 2022, the City Council of the City of Newark adopted Resolution 11,307, approving a Contractual Service Agreement (the “Agreement”) with Environmental Sciences Associates, Inc. to perform work associated with the Project and a budget not-to-exceed $252,740.00; and
WHEREAS, Environmental Sciences Associates, Inc. has made substantial progress to complete the scope of services associated with the Project; and WHEREAS, Environmental Sciences Associates, Inc. has requested a budget amendment (“Amendment No. 1”) in the amount of $74,665.00 to complete the scope of work described in the Agreement and add an additional task with deliverables; and WHEREAS, staff recommends amending the 2022-2024 Biennial Budget for Fiscal Year 2023 appropriating $74,665.00 from the Development Maintenance Fund (625) to the Project.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Newark hereby approves Amendment No. 1 to the Contractual Services Agreement with Environmental Sciences Associates, Inc. to increase the not to exceed amount of the Agreement by $74,665.00 for a total amount not to exceed $327,405.00.

BE IT FURTHER RESOLVED that the City Council hereby authorizes the City Manager to execute the Amendment No.1, attached hereto, in a form approved by the City Attorney.

BE IT FURTHER RESOLVED that the City Manager is authorized to take any actions necessary to effectuate the intent of this Resolution.

BE IT FURTHER RESOLVED that the City Council does hereby amend the 2022-2024 Biennial Budget for the Fiscal Year 2022-2023 assigning $74,665.00 from the Development Maintenance Fund (Fund 625) for the Project.

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1 FIRST AMENDMENT TO THE CONTRACTUAL

SERVICES AGREEMENT BETWEEN THE CITY OF

NEWARK AND ENVIRONMENTAL SCIENCES
ASSOCIATES, INC.

This First Amendment to Contractual Services Agreement between the City of Newark, a municipal corporation, ("City") and Environmental Sciences Associates, Inc., a California C Corporation ("Consultant") (sometimes referred to as "Parties") dated December 1, 2021 (the “Agreement”), is entered into as of _______ ___, 2023 for services related to the preparation of the City of Newark Housing Element Update.

RECITALS
WHEREAS, the Parties executed the Agreement for the provision of professional planning services to update the City’s General Plan Housing Element; and
WHEREAS, Section 27, Modifications, of the Agreement allows the Parties to amend the Agreement provided that the amendment is in writing signed by the Parties; and WHEREAS, the Parties desire to amend the Agreement, Section 3.A to increase the “Not to Exceed” Compensation amount, and to amend Exhibit A (Scope of Services) and Exhibit B (Payment); and WHEREAS, City staff is authorized to execute this Amendment in a form approved by the City Attorney.

NOW, THEREFORE, the Parties hereby agree as follows:

1. Section 3.A. "Not to Exceed" Compensation of the Agreement, is amended to increase the not to exceed compensation by $74,665.00, for a total not to exceed amount of $327,405.00 (from a previous not to exceed amount of $252,740.00).

2. The Agreement’s Exhibit A (Scope of Services) is amended as outlined in Exhibit 1, attached hereto and incorporated herein by reference.

3. The Agreement’s Exhibit B (Payment) is amended as outlined in Exhibit 2, attached hereto and incorporated herein by reference.

4. With the exception of the foregoing, all other terms and conditions in the Agreement, as amended, remain in force and effect.

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2 City of Newark Consultant
_________________________________ _________________________________ David J. Benoun Daniel Dameron
City Manager Director
Environmental Sciences Associates, Inc.

Dated: ___________________________ Dated: ___________________________ Attest:
__________________________________
Sheila Harrington
City Clerk
Approved as to Form:
__________________________________
Kristopher J. Kokotaylo
City Attorney
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3 EXHIBIT 1

SCOPE OF SERVICES
Task G: Stakeholder & Community Engagement
Due to the limited input received in previous outreach efforts that were heavily focused on the Housing Element update and recent experience with CAL FIRE coordination on Safety Element updates, ESA will conduct necessary stakeholder outreach and coordination with CAL FIRE. The additional outreach needed to successfully inform the development of issues, goals, policies and actions forthe Safety Element and HWEJ Element, includes the following:

1. Stakeholder interviews with City departments, local agencies and organizations that have an interest or jurisdiction in community health and safety. ESA would support Baird & Driskell to identify the appropriate agencies and develop a list of questions for the interviews. These would be virtual zoom/phone interviews, and ESA would ideally attend the interviews as we’re most familiar with the issues and information needed. ESA will take stakeholder interview results and incorporate necessary information into the Safety Element and HWEJ Element.

2. Meetings and Coordination with CalFire and Board of Forestry (BOF): the BOF requires 90 days to review and coordinate revisions, as needed, to the Final Draft Safety Element with the consultant team before the BOF makes a final review of the document at a scheduled board meeting. They are now asking jurisdictions to review the Safety Element against a BOF checklist and to hold up to three meetings with CalFire to discuss the checklist, respond to questions and make revisions as needed.

Task G Deliverable(s):
• Coordination of stakeholder interview meetings with city departments and localagencies/organizations
• Safety Element and HWEJ Element edits post stakeholder interview meetings • BOF checklist
• Meetings, coordination and Safety Element edits with BOF Task H: Project Management and Coordination
The original scope of work executed on February 8, 2022, had failed to include a critical Project Management task to account for ongoing internal and external coordination and administration of the project, which was originally scheduled to conclude in January 2023.

Additional project management funds are required in order to have enough budget remaining to successfully complete the Safety and HWEJ Elements. Based on the current status of the Housing Element, which is driving the schedule, we expect the original 12- month assumption to be exceeded. It is unknown at this time the duration of the Project as there are several factors affecting the schedule.

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4 Task H Deliverable(s):
• Attendance at team meetings/conference calls with City staff and the project team • Coordination with City staff and state agencies such as CAL FIRE and BOF • Invoices, quality assurance, client correspondence, and budget and schedule management Packet Page 129
5 EXHIBIT 2

PAYMENT
Amendment No. 1 increases the not to exceed compensation by $74,665.00, for a total not to exceed amount of $327,405.00 (from a previous not to exceed amount of $252,740.00).

All costs will be billed on a time and materials basis whichincludes a 15% contingency fee.

All costs will be based on actual hours and expenses incurred.

The following table provides a summary of the additional cost modifications for and the total amended budget.

Task Name AmendmentNo. 1
Task G – Community Engagement $14,378
G. 1 Stakeholder Meetings $6,468
G.2 CAL FIRE & BOF Coordination $7,910
Task H – Project Management $50,548
Subtotal $64,926
Contingency Fee (15%) $9,739
TOTAL $74,665
TOTAL AMENDED BUDGET $327,405
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CONTRACTUAL SERVICES AGREEMENT

CONSULTANTS
L ~ ~{) () I
R i 130 ··7
This Service Agreement (hereinafter "Agreement") is made and entered into this 1 ST day of DECEMBER, 2021 by and between the CITY OF NEWARK, a municipal corporation ("City"), and ENVIRONMENTAL SCIENCES ASSOCIATES, INC., a California corporation ("Consultant"), collectively the "Parties".

WI T N E S S E T H:

WHEREAS, City requested proposals to perform the services generally including:
preparation of the City of Newark Housing Element update, Environmental Justice Element, Safety Element, related rezoning and all necessary environmental review as required under State law, in a manner consistent with the Regional Housing Needs Allocation 6 (RHNA 6) planning period (2023-2031 ).

WHEREAS, in response to City's request, Consultant submitted a proposal and, after negotiations, Consultant agreed to perform the Services more particularly described in Exhibit "A" ("Services"), in return for the compensation described in this Agreement and Exhibit "B".

WHEREAS, in reliance upon Consultant's documentation of its qualifications, as set forth in Exhibit "C", City finds that Consultant has demonstrated the requisite qualifications, experience, training, and expertise to perform the requested Services.

NOW, THEREFORE, the Parties hereto agree as follows:

1. CONSULTANT'S SERVICES. Consultant shall perform Services described, and in the time, place, and manner specified in Exhibit "A" in accordance with the terms and conditions of this Agreement. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit "A", the Agreement shall control.

2. TIME FOR PERFORMANCE. Time is of the essence in the performance of Services under this Agreement and Consultant shall generally adhere to the schedule set forth in Exhibit "A"; provided, that City shall grant reasonable extensions of time for the performance of such Services occasioned by governmental reviews of Consultant's work product or other unavoidable delays occasioned by circumstances, provided, further, that such unavoidable delays shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated to Consultant.

Consultant acknowledges the importance to City of City's performance schedule and agrees to put forth its best professional efforts to perform its Services under this Agreement in a manner consistent with that schedule. City understands, however, that Consultant's performance must be governed by sound professional practices.

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3. COMPENSATION.

A. "Not to Exceed" Compensation. City shall compensate Consultant for all Services performed by Consultant hereunder in an amount based upon Consultant's hourly or other rates set forth in Exhibit "B". The payments specified in Exhibit "B" shall be the only payments to be made to Consultant for Services rendered pursuant to this Agreement.

Notwithstanding the foregoing, the combined total of compensation and costs payable hereunder shall not exceed the sum of Two hundred fifty-two thousand, seven hundred forty and No/100 Dollars ($252,740.00) unless the performance of services and/or reimbursement of costs and expenses in excess of said amounts have been approved in advance of performing such services or incurring such costs and expenses by City, evidenced in writing authorizing such additional amount.

B. Method of Billing. To request payment, Consultant shall submit monthly invoices to City identifying Services performed and the charges therefore (including an identification of personnel who performed Services, hours worked, hourly rates, and reimbursable expenses), based upon Consultant's billing rates (set forth on Exhibit "B" hereto).

Consultant shall submit all billings for said Services to City in the manner specified in Exhibit "B"; or, if no manner is specified in Exhibit "B", then according to the usual and customary procedures and practices which Consultant uses for billing clients similar to City.

Invoices shall be sent to:

City of Newark
Attn: Finance Department
37101 Newark Blvd.

Newark, CA 94560
Upon completion of Services, City shall sign off and acknowledge that all terms and conditions have been satisfactorily met; upon which, unless waived by City in writing, Consultant shall prepare an itemized statement, briefly describing by task and/or labor category the items billed.

C. Payment. Upon receipt of an invoice, City shall make payments to Consultant on a monthly basis, or at such other times as may be specified in Exhibit "B", for Services, which are performed in accordance with this Agreement to the satisfaction of City.

D. Consultant's Failure to Perform. In the event that Consultant performs Services that do not comply with the requirements of this Agreement, Consultant shall, upon receipt of written notice from City, re-perform the services (without additional compensation to Consultant). If Consultant's failure to perform in accordance with this Agreement causes damages to City, Consultant shall reimburse City for the damages incurred (which may be charged as an offset to Consultant's payment).

4. ADDITIONAL SERVICES. In the event City desires the performance of additional services not otherwise included within Services, such services shall be authorized by CSA 8/2019 -2-
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written task order approved in advance of the performance thereof. Such task order shall include a description of the services to be performed thereunder, the maximum compensation and reimbursement of costs and expenses payable therefore, the time of performance thereof, and such other matters as the Parties deem appropriate for the accomplishment of such services. Except to the extent modified by a task order, all other terms and conditions of this Agreement shall be deemed incorporated in each such task order.

5. INDEPENDENT CONSULTANT. At all times during the term of this Agreement, Consultant shall be, and is an independent consultant and shall not be an employee or agent of City. Consultant shall not be entitled to any benefit, right, or compensation other than that provided in this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant's Services; however, City shall not have the right to control the means by which Consultant accomplishes Services rendered pursuant to this Agreement.

Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

6. PERSONNEL. Consultant understands that, in entering into this Agreement, City has relied upon Consultant's ability to perform in accordance with its representations regarding the qualifications of Consultant, including the qualifications of its Authorized Representative, its designated personnel, and its Subconsultants, if any, identified in Exhibit "C". Therefore, Consultant shall not replace its Authorized Representative, or any of the designated personnel or Subconsultants identified in Exhibit "C", without the prior written consent of City. All Services shall be performed by, or under, the direct supervision of Consultant's Authorized Representative.

Consultant agrees to include with all Subconsultants in their subcontract the same requirements and provisions of this Agreement including the indemnity and Insurance requirements to the extent they apply to the scope of the Subconsultant' s work. Subconsultants hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subconsultant further agrees to include these same provisions with any Sub-subconsultant. A copy of this Agreement's Indemnity and Insurance provisions will be furnished to the Subconsultant upon request. The Consultant shall require all Sub-subconsultants to provide a valid certificate of insurance and the required endorsements included in this Agreement prior to commencement of any Services and will provide proof of compliance to the City.

In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the removal of any of Consultant's designated personnel or Subconsultants, Consultant shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons.

7. FACILITIES AND EQUIPMENT. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing Services. '

8. INFORMATION AND DOCUMENTATION.

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A. Information from City. City has made an effort to provide Consultant with all information necessary for Consultant's performance of Services. If Consultant believes additional information is required, Consultant shall promptly notify City and City will provide to Consultant all relevant non-privileged information in City's possession.

B. Consultant's Accounting Records. Consultant shall maintain all accounting records related to this Agreement in accordance with generally accepted accounting principles and state law requirements, and in no event for less than four ( 4) years. Consultant's accounting records shall include, at a minimum, all documents which support Consultant's costs and expenses related to this Agreement, including personnel, subconsultants' invoices and payments, and reimbursable expenses. Consultant's accounting records shall be made available to City within a reasonable time after City's request, during normal business hours.

C. Ownership of Work Product. All original documents prepared by Consultant (including its employees and subconsultants) for this Agreement ("Work Product"), whether complete or in progress, are the property of City and shall be given to City at the completion of Consultant's Services, or upon demand of City. Consultant shall have a right to make and keep copies of the Work Product except for any confidential information. Consultant shall not reveal the Work Product or the confidential information contained in the Work Product, or make it available, to any third party without the prior written consent of City.

9. CONFLICTS OF INTEREST PROHIBITED. Consultant (including its employees, agents, and subconsultants) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. Consultant shall comply with all requirements of the Political Reform Act (California Government Code Section 81000, et seq.) and other laws relating to conflicts of interest, including: (a) Consultant shall not make or participate in a decision made by City if it is reasonably foreseeable that the decision may have a material effect on Consultant's economic interest, and (b) ifrequired by law, Consultant shall file financial disclosure forms with the City Clerk. If Consultant maintains or acquires a conflicting interest, any contract with City (including this Agreement) involving Consultant's conflicting interest may be terminated by City.

10. NONDISCRIMINATION. Consultant shall comply with all applicable federal, state, and local laws regarding nondiscriminatory employment practices, whether or not said laws are expressly stated in this Agreement. Consultant shall not discriminate against any employee or applicant because of race, color, religious creed, national origin, physical disability, mental disability, medical condition, marital status, sexual orientation, sex, age, or any other basis, as defined in California Civil Code Section 51.

11. COMPLIANCE WITH LAW AND STANDARD OF CARE. Consultant shall comply with all applicable legal requirements including all federal, state, and local laws (including ordinances and resolutions), whether or not said laws are expressly stated in this Agreement.

Consultant shall perform Services using a standard of care equal to, or greater than, the degree of skill and diligence ordinarily used by reputable professionals, with a level of experience and training similar to Consultant, performing under circumstances similar to those required by this Agreement.

12. RESERVED.

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13. RESERVED.

14. INSURANCE. Consultant shall procure and maintain for the duration of this Agreement 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 by the Consultant, his agents, representatives, subconsultants, or employees.

A. Verification of Coverage.

Consultant shall furnish City with original certificates of insurance and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by City before work commences.

Proof of Insurance shall be mailed to the following address or any subsequent address as may be directed in writing by the City Risk Manager:

CITY OF NEWARK
Attn: Risk Manager
37101 Newark Boulevard
Newark, CA 94560
City reserves the right to require and obtain complete, certified copies of all required insurance policies and endorsements at any time. Failure to exercise this right at any time shall not constitute a waiver of right to exercise later. Consultant shall immediately furnish City with certificates of renewal for each policy that is renewed during the term of this Agreement.

CSA 8/2019
B. Minimum Scope oflnsurance.

Coverage shall be at least as broad as:

1. 2.

3. 4.

Insurance Services Office Form Number CG 00 0lcovering
Commercial General Liability on an occurrence basis, including products and completed operations, property damage, bodily injury, and personal and advertising injury; and
Insurance Services Office Form Number CA 00 01 covering Code 1, (any auto), or Code 8 (hired) and Code 9 (non-owned) if consultant has no owned autos; and
Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance; and
Errors and Omissions Liability insurance appropriate to the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to include contractual liability.
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C. Minimum Limits of Insurance.

It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of and Insurance policy or proceeds available to the named Insured; whichever is greater.

Consultant shall maintain limits no less than:

1. General Liability: $2,000,000 per occurrence for
(including products and bodily injury, personal injury, and completed operations, property damage. If a general
property damage, bodily aggregate limit applies, either the injury, and personal and general aggregate limit shall apply advertising injury) separately to this project/location or the general aggregate limit shall be
twice the required occurrence limit.

2. Automobile Liability:

3. Employer's Liability:

4. Errors and Omissions
Liability:
$1,000,000 per accident for bodily
injury and property damage.
$1,000,000 per accident for bodily
injury or disease.
$2,000,000 per occurrence or
claim; $4,000,000 aggregate.

D. Deductibles and Self-Insured Retentions.

Any deductibles or self-insured retentions must be declared to and approved by the City Risk Manager. At the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to City, its officers, officials, directors, employees, contractors, agents, and volunteers, or (2) Consultant shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses in an amount specified by the City Risk Manager or designee.

E. Claims Made Policies.

For all "claims made" coverage, in the event that Consultant changes insurance carriers Consultant shall purchase "tail" coverage or otherwise provide for continuous coverage covering the Term of this Agreement and not less than five (5) years thereafter. Proof of such "tail" or other continuous coverage shall be required at any time that the Consultant changes to a new carrier.

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F. Wasting Policies.

No policy required by this paragraph 14, except professional liability, shall include a "wasting" policy limit (ie. limit that is eroded by the cost of defense).

G. Remedies.

In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:

1. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;

2. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or

3. Terminate this Agreement.

H. Acceptability of Insurers.

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City Risk Manager. All insurance companies providing coverage to Consultant shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California.

I. Other Insurance Provisions.

The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

1. Additional Insureds. City, its officers, officials, directors, employees and volunteers ("Additional Insureds") are to be covered as insureds with respect to liability arising out of work or operations performed by or on behalf of Consultant; including materials, parts or equipment furnished in connection with such work or operations.

2. Primary Coverage. For any claims related to Services, Consultant's insurance coverage shall be primary insurance as respects City, its officers, officials, directors, employees, and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, directors, employees, or volunteers shall be excess of Consultant's insurance and shall not be contribute with it. Consultant's policy will not seek contribution from the City's insurance or self-insurance.

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3. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled during the term of this Agreement without notice to City.

4. Civil Code § 2782. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the California Civil Code.

5. Deductibles and Self-Insured Retentions (SIR). All deductibles and self-insured retentions must be disclosed to the City Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

6. Subconsultants. Consultant shall include all subconsultants as insureds under its policies or shall require and verify separate certificates and endorsements have been obtained for each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated herein.

7. Waiver of Subrogation. With respect to Workers' Compensation and Employer's Liability Coverage, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, directors, employees, and volunteers for losses arising from work performed by Consultant for City.

8. Coverage is Material Element. Maintenance of proper insurance coverage in conformity with the provision of this paragraph 14 is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of coverage or renewal may be treated by City as a material breach of this Agreement.

9. Variation. The City Risk Manager may approve a variation in these insurance requirements upon a determination that the coverage, scope, limits, and form of such insurance are either not commercially available or that City's interests are otherwise fully protected. Any variation granted shall be done in writing and shall be made a part of this Agreement as Appendix "A".

15. REPORTING DAMAGES. If any damage (including but not limited to death, personal injury or property damage) occurs in connection with the performance of this Agreement, Consultant shall immediately notify the City Risk Manager's office by telephone at 510-578-4428, and Consultant shall promptly submit to the City's Risk Manager and the City's Administrator (see paragraph 19, herein below) a written report (in a form acceptable to City) with the following information: (a) name(s) and address(es) of the injured or deceased person(s), (b) name(s) and address(es) of witnesses, (c) name(s) and address(es) of Consultant's insurance company(ies), and (d) a detailed description of the damage(s) and whether any City property was involved ..

16. INDEMNIFICATION/SA VE HARMLESS. To the fullest extent permitted by law, the Consultant shall: (1) immediately defend, and (2) indemnify City, its, officers, officials, directors, employees, and volunteers from and against all liabilities regardless of nature or type arising out of or resulting from Consultant's performance of Services, or any negligent or wrongful CSA 8/2019 -8-
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act or omission of Consultant or Consultant's officers, employees, agents, or subconsultants.

Liabilities subject to the duties to defend and indemnify include, without limitation all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Consultant's obligation to indemnify applies unless it is adjudicated that its liability was caused by the sole active negligence or sole willful misconduct of an indemnified party. If it is finally adjudicated that liability is caused by the comparative active negligence or willful misconduct of an indemnified party, Consultant's indemnification obligation shall be reduced in proportion to the established comparative liability of the indemnified party.

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

The duty to defend is a separate and distinct obligation from Consultant's duty to indemnify. Consultant shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by City immediately upon tender to Consultant of the claim in any form or at any stage of an action or proceeding, whether or not liability is established.

An allegation or determination of comparative active negligence or willful misconduct by an indemnified party does not relieve the Consultant from its separate and distinct obligation to defend City. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent defense counsel if Consultant asserts that liability is caused in whole or in part by the negligence or willful misconduct of the indemnified party. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of an indemnified party, Consultant may submit a claim to City for reimbursement ofreasonable attorneys' fees and defense costs.

The review, acceptance or approval of Consultant's work or work product by any indemnified party shall not affect, relieve or reduce Consultant's indemnification or defense obligations. This paragraph survives completion of Services or the termination of this contract.

The provisions of this paragraph are not limited by and do not affect the provisions of this contract relating to insurance.

Consultant/Subconsultant' s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

17. LICENSES, PERMITS, ETC. Consultant represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required for Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to CSA 8/2019 -9-
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practice its profession. In addition to the foregoing, Consultant shall obtain and maintain during the term hereof a valid City of Newark Business License.

18. TERM/TERMINATION.

A. The term of this Agreement shall commence upon the date first hereinabove written and shall expire upon completion of performance of Services hereunder by Consultant.

B. Notwithstanding the provisions of paragraph 18 Section A above, City may terminate this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of such termination, City shall compensate Consultant for Services rendered and reimburse Consultant for costs and expenses incurred, to the date of termination, calculated in accordance with the provisions of paragraph 3.

In ascertaining the Services actually rendered to the date of termination, consideration shall be given both to completed work and work in process of completion. Nothing herein contained shall be deemed a limitation upon the right of City to terminate this Agreement for cause, or otherwise to exercise such rights or pursue such remedies as may accrue to City hereunder.

19. CONTRACT ADMINISTRATION. This Agreement shall be administered by STEVEN TURNER, COMMUNITY DEVELOPMENT DIRECTOR of the City of Newark ("Administrator"). All correspondence shall be directed to or through the Administrator or his/her designee.

20. NOTICES. Written notices required or convenient hereunder shall be delivered personally or by depositing the same with the United States Postal Service, first class ( or equivalent) postage prepaid and addressed, in the case of Consultant, to:

ENVIRONMENMTAL SCIENCES
ASSOCIATES, INC.

DANIEL DAMERON
Consultant
Address: 550 Kearny Street, #800
San Francisco, CA 94108

CITY OF NEW ARK

STEVEN TURNER
Administrator
City ofNewark
Attn: Steven Turner
37101 Newark Boulevard
Newark, CA 94560

21. PARAGRAPH HEADINGS. Paragraph headings used herein are for convenience only and shall not be deemed to be a part of such paragraphs and shall not be construed to change the meaning thereof.

22. EXIDBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.

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23. SEVERABILITY. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this paragraph shall not be applied to the extent that it would result in a frustration of the Parties' intent under this Agreement.

24. GOVERNING LAW, JURISDICTION, AND VENUE. The interpretation, validity, and enforcement of this Agreement shall be governed by and interpreted in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Alameda.

25. ATTORNEY'S FEES. In the event any legal action is commenced to enforce this Agreement, the prevailing party is entitled to reasonable attorney's fees, costs, and expenses incurred.

26. ASSIGNABILITY. Neither Consultant nor City shall subconsult, assign, sell, mortgage, hypothecate, or otherwise transfer their respective interests or obligations in this Agreement without the express prior written consent of the non-transferring party.

27. MODIFICATIONS. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties.

28. WAIVERS. Waiver of breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement.

29. ENTIRE AGREEMENT. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the Parties concerning the Services. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all.

30. SIGNATURES. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of Consultant and City. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

31. COVENANT AGAINST CONTINGENT FEES. Consultant hereby warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability or, at City's discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first hereinabove written.

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CITY OF NEW ARK,
a municfpal
/,-·
Jk;i!r,~ ~ City Clerk ( )
Date :;_/ f? / ;){) !)_ L
Approved as to form:

City Attorney
·ui 7 /vu Date __________ _
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Environmental Sciences Associates,
Inc.
a California corporation
z:;,a,w,.! z:;,~,,, By __________ _
Consultant
Date 01/19/22
(Daniel Dameron]
Printed Name
Packet Page 142

CITY OF NEWARK,
a municipal corporation
By ___________ _
City of Newark
Date -----------
Attest:

City Clerk
Date -----------
Approved as to form:

City Attorney
Date -----------
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Environmental Sciences Associates,
Inc.
a California corporation
By 72li:r
Date 2. 3. -zozz.. -----------
[Daniel Dameron]
Printed Name
Packet Page 143

EXIDBIT A

SCOPE OF SERVICES
The following provides Consultant's scope of work related to the City of Newark's 2023-2031 6th Cycle Housing Element including the targeted update of the Newark Environmental Hazards Element and Health and Wellness Element to comply with State laws pertaining to safety and environmental justice elements. Also included is a proposed scope of work from Fehr & Peers to conduct evacuation analysis planning consistent with Senate Bill (SB) 99 and Assembly Bill (AB) 747 legislation, as well as Consultant's scope of work to conduct CEQA environmental review in the form of an Initial Study/Mitigated Negative Declaration.

Consultant would update the Health and Wellness Element to include Environmental Justice as many required Environmental Justice topics are found within the Health and Wellness Element, to be renamed, "Heath, Wellness and Environmental Justice (HWEJ) Element". We will also update the City's Environmental Hazards element to address new State requirements pertaining to climate change and evacuation route planning. In 2017, the City adopted the Union City/Newark Multi-Jurisdictional Hazard Mitigation Plan, which contains most, if not all, of the information required to update the City's Environmental Hazards Element, with exception to the identification of evacuation routes in residential developments without at least two evacuation routes pursuant to Senate Bill 99; and the identification of evacuation routes and their capacity, safety, and viability under a range of emergency scenarios pursuant to Assembly Bill 747.

The Environmental Hazards update would not include updates to the noise component, unless the City requests that noise be included in the update, which would be an additional cost. Consultant assumes that the City's Housing Element Update lead (B+D Community Planning) will be responsible for conducting community engagement and will generate sufficient input and participation from Newark's disadvantaged communities to satisfy State requirements.

The following provides an outline of our scope of work.

Task A: Project Initiation and Data Collection
Task B: Existing Conditions Report
Task C: Environmental Hazard Element Update
Task D: Health, Wellness and Environmental Justice Element Task E: Initial Study/Mitigated Negative Declaration
Task F: Public Hearings
Task G: Community Engagement
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Task A: Project Kick-Off and Data Collection
Consultant will attend a kick-off meeting with the project team to understand needs and expectations, turnaround review schedule, and communication and workflow process protocol. Following the kickoff meeting, Consultant will prepare a detailed list of data needs for submittal to the client to support the preparation of background reports for the Safety and Environmental Justice (EJ) Elements.

Task A Deliverables:
• Kick-off Agenda
• Data needs list
Task B: Existing Conditions Report
Environmental Hazards Element Existing Conditions
Subtask B. la Regulatory Crosswalk
For amending the Environmental Hazards Element with respect to climate change hazards, Consultant will identify the specific regulatory requirements of Senate Bill (SB) 379, SB 1241, and Assembly Bill (AB) 2140, as well as the recommendations included in the California Adaptation Planning Guide

2.0, and 2017 OPR General Plan Guidelines. This "regulatory crosswalk" will identify each section of the Environmental Hazards Element that requires updating, including policy changes and updated data for maps and/or tables. These changes will be listed in the crosswalk and include the page number and recommended updates.

As part of this task, Consultant will review existing City plans and policies relevant to the Environmental Hazards Element update, including the Environmental Hazards Element (2013), Union City/Newark Multi-Jurisdictional Local Hazard Mitigation Plan (2017), Climate Action Plan, the Emergency Operations Plan, and other plans identified by City staff during the kickoff meeting.

Consultant will evaluate the existing data and implementation status of the various plans and identify additional data needs to fill any gaps in missing information. It is assumed that data will be collected from the City, outside agencies, and other relevant sources. If additional technical studies are required, Consultant will identify whether a change in the scope of work may be necessary and assist the City in addressing additional needs.

Subtask B.2b Hazard Profiles and Mapping
Consultant will compile the background information from the City's Environmental Hazards Element, MJHMP and other applicable plans, and graphically communicate the information on anticipated hazards and potential effects of climate change. Additionally, to meet the requirements of Government Code Section 65302(g)(4), Consultant will identify communities with high proportions of vulnerable populations, such as older adults, those with limited English proficiency, and those with underlying health conditions. Consultant will use the Healthy Places Index, Ca!EnviroScreen, and other supporting resources to provide a full assessment of the community and their specific vulnerabilities to each hazard. Consultant will organize each hazard to answer these questions:

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What is the climate-related hazard?
When does the hazard occur and how often?
Where in the City is most at risk from this hazard?
Who in the City is the most vulnerable and most affected by this hazard? How is the City already addressing this hazard?
Consultant will provide hazard profiles and mapping for the following hazards:
• Air quality deterioration
• Extreme weather (heat, drought, wind)
• Localized Flooding and Dam Failure
• Wildfires
• Human health and human-caused hazards
• Hazardous materials
• Earthquake and Geologic Hazards (including landslides) In accordance with the latest OPR guidance, Consultant will update the climate projections based on the fourth California Climate Change assessment. Using data from the City's Local Hazard Mitigation Plan, Consultant will prepare a map of critical infrastructure, including gathering points, distribution centers, and emergency facilities. In conjunction with this emergency preparedness and disaster planning map, Consultant will prepare an exhibit of visible excavation routes.

For non-climate-related hazards, including earthquake and geologic hazards, landslides, hazardous materials and human-health and human- caused hazards, Consultant will review all new credible technical data and provide maps of the spatial extent of the hazard and historical risk. Specifically, to address seismic hazards, Consultant will review seismic hazard data (e.g., liquefaction areas, age of buildings) and create a qualitative assessment of geologic hazards across the City.

SB 99 Parcel Assessment
Fehr & Peers will map locations with only one point of access. Please note, preliminary discussions with the Office of Planning and Research (OPR) indicates that they are likely to develop 30-unit criteria for identifying these access areas (example: a one way in/out cul-de-sac with fewer than 30 dwelling units along its length would not represent an impact) but there is not currently a defined criterion. Therefore, for the sake of this study, subject to formal guidance being released by OPR, Fehr & Peers will map developed parcels with only one access and color code based on whether there are clusters of 30 or more such parcels along a single access route. To the extent that changes could be implemented to improve accessibility, these will be identified conceptually.

AB 7 4 7 Assessment
Fehr & Peers will conduct volume-to-capacity analysis of up to three evacuation scenarios where all Newark population would need t_o leave the City. This scope assumes up to six study roadway segments. Note that Fehr & Peers would not assess impacts of evacuation scenarios where Newark's population remained within the City as we qualitatively assess that there are enough network redundancies and roadway capacity that
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transportation facilities are not likely to present a major constraint. This analysis would identify the likely durations of time to evacuate. Sub-elements of this work would include:

Segregate Newark into evacuation zones (likely based on the MTC or Alameda CTC Travel Demand Model Traffic Analysis Zone) quantifying jobs, households, and vehicle, ownership for each. These data would be used to estimate peak hour vehicle trips seeking to evacuate.

Identify internal routes likely to be used for evacuation. This is likely to be synonymous with the arterial system. Fehr & Peers will develop an initial map of these transportation facilities and public and stakeholder outreach conducted by other team members should confirm.

Identify external routes likely to be used in evacuation scenarios. This is likely to be the five interchanges on the north and east edges of the City plus Cherry Street/Boyce Road to the south. These locations should be confirmed through stakeholder outreach.

Conduct peak period volume-to-capacity level analysis of up to six segments for up to three evacuation scenarios. Other team members or the City would be responsible for defining the evacuation scenarios.

This includes gathering (from existing sources) counts at up to six locations to identify current demand and peaking characteristics (the relationship of peak hour traffic to daily traffic).

Evacuation conditions would be assessed for current (2021) conditions (no cumulative analysis).

The Alameda CTC travel demand model socio-economic data (such as people per household, auto ownership, etc.) and engineering judgment would be used to estimate the number of trips and trip assignment/route selection under various evacuation scenarios, some of which could include assumed closures of transportation facilities.

Unless stakeholder outreach indicates otherwise, this analysis would assume that evacuation occurs in the weekday early morning peak, when most residents are home and background traffic is relatively high.

Fehr & Peers will prepare a stand-alone technical memo documenting the process described above for review by Consultant and City staff ( one round of review each).

B.3. Environmental Justice Existing Conditions Analysis Consultant will begin with mapping and data collection, including use of Cal EnviroScreen, followed by detailed analysis for each of the Environmental Justice pillars. The analysis, coupled with public outreach, will form the foundation for preparing goals, objectives, policies and actions to improve the health and well-being of the Newark community, prioritizing actions for those disproportionately burdened by pollution. Per Cal EnviroScreen 4.0, no census tracts in Newark are identified as having an overall pollution burden above the 75th percentile, which is the figure triggering the requirement for an EJ Element; however, there are certain communities with environmental threats that fall above the 75th percentile. For example, in Census Tract 4446, diesel particulate matter (PM), traffic, cleanup sites, groundwater threats, hazardous waste, solid waste, and low birth weights, all are high ranking indicators in that Census tract. In Census Tract 4445, asthma, groundwater threats, hazardous waste, traffic and Diesel PM are also very high. Consultant will rank all indicators and address those that are of concern in Newark.

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Subtask B.3a: Data Collection and Mapping
Consultant will utilize multiple data sources to identify and confirm disadvantaged areas, including Cal EnviroScreen, other legislative thresholds, as well as conversations with City departments and community organizations. Consultant will work with the City and community leaders to identify communities and neighborhoods that are disproportionately burdened by pollutions (i.e., disadvantaged communities). This will help us understand the specific needs of the community at the City scale and target specific policy to address those needs. Consultant will work with the City to corroborate and further refine this data directly with the disadvantaged communities, during the public outreach process. Promoting civic engagement for those in disadvantaged communities is imperative if the City is to improve the conditions in their lives and neighborhoods.

All data Consultant collects will be compiled in a GIS database using Urban Footprint. Once this database is generated and initial data from state and federal sources is input into the database, Consultant will generate a list of data needs for City staff and other regional agencies as needed.

Consultant will maintain both the data list and data request online in an Excel-based format so that this document can be updated as data is added. The final database and data list will be passed on to the City upon completion of the project.

Subtask B.3a Deliverables:

All background and base data, including any GIS maps and digital data files Subtask B.3b: Pollution and Air Quality
Consultant will prepare a health risk assessment to analyze specific pollution and health hazards spatially using a combination of local data and data from Ca!EnviroScreen, the Healthy Places Index, and the Census Bureau. Pollution levels will be broken up and analyzed based on the substance polluted, including air, water, and soil pollution. Safe drinking water will be analyzed based on contaminants and water quality violations. Consultant's analysis of soil pollution will consider toxic releases and hazardous waste, as well as required cleanup sites.

Consultant will map each specific pollution exposure, as well as socioeconomic data that makes populations most susceptible to such hazards. For example, air pollution exposure can vary in response to both air pollution emissions and to population factors that keep people outside during periods of worse air pollution, such as taking transit to work or working outside.

Consultant will review land uses, infrastructure, and policies, including those in consideration as part of the current zoning code update, in order to recommend an equitable way forward. Such policies may include project siting specifications, the capping of densities for certain facilities and uses, and infrastructure development to improve air or water quality. We will discuss recommendations with the City and upon feedback, develop goals, objectives, policies, and action for inclusion in the HWEJ Element.

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Subtask B.3c: Public Facilities
Consultant will obtain spatial data concerning public facilities from City Staff, including places such as public transportation, parks, green space, community centers, grocery stores, health care facilities, childcare, libraries, and cultural centers. Consultant will create graphic heat maps of access to public services to quickly visualize areas of the City that can access these services on foot, bike, or other active transportation. Additionally, Consultant will qualitatively analyze non-physical barriers to public facilities and services, such as the adequacy of programming and the availability of affordable or free programs that can help promote healthy lifestyles. Consultant will then evaluate public facility locations, types, programming, and accessibility using an equity lens. Consultant will outline recommended policies to ensure that new public facilities and services are sited equitably, and provide guidance on adding accessibility, if necessary, to public facilities already in use. We will discuss policy recommendations with the City and upon feedback, develop goals, objectives, policies, and action for inclusion in the HWEJ Element.

Subtask B.3d: Food Access
Consultant will assess current healthy food sources, identifying all supermarkets, green markets, farmers' markets, food co-ops, urban farming, edible street/path/landscaping, and other stores/pantries that offer affordable, fresh, healthy food. Census tracts will be assessed and prioritized for access to low-cost, fresh, healthy food within walking and biking distance. Consultant will also examine drinking water quality, assessing contaminants and water quality violations. Consultant will then develop a multi-pronged policy approach that addresses access, affordability, and education. Examples of policies include the promotion of urban agriculture, farmers' markets, healthy food supply within supermarkets, food assistance programs, and more. We will discuss policy recommendations with the City and upon feedback, develop goals, objectives, policies, and action for inclusion in the HWEJ Element.

Subtask B.3e: Safe and Sanitary Homes and Neighborhoods Using existing and in-progress Housing Element data, census data, code requirements and enforcement, street and sidewalk condition and connectivity, and other health and housing data, the Consultant team will identify environmental justice issues related to housing and neighborhood safety.

Factors impacting an individual's health and safety in a living situation will be assessed, including housing habitability, surrounding land uses and transportation infrastructure in relation to safety, leadbased paint, and air conditioning access. Each of these factors can inform Consultant on the current housing stock, and where the most vulnerable families might be located in terms of housing.

The Consultant team will also assess the cost of housing, including homeownership, low-income homeowner housing cost burden, and low-income renter housing cost burden. These factors can be used as indicators of displacement risk. After reviewing current policies, Consultant will recommend policies for affordable, safe, and sanitary living conditions and neighborhoods. We will discuss recommendations with the City and upon feedback, develop goals, objectives, policies, and action for inclusion in the HWEJ Element.

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Subtask B.3f: Health and Physical Activity
Health and physical activity are related to all of the topics previously discussed. Healthy air, safe and convenient access to parks, schools and recreational facilities, and healthy food sources, as well as safe homes and neighborhoods all impact people's health and the amount that they exercise. In addition to the data gathered under previous subtasks, the Consultant team will obtain current information and · data to analyze transit accessibility, walkability, and access to parks, schools and recreation. The layout and safety of the transportation network can have a significant impact on the travel choices people make, and thus on levels of physical activity, air pollution, and social capital in a community.

Consultant will also examine the spatial distribution of asthma, cardiovascular disease, diabetes, and obesity rates. Each of these factors will be converted into long-term objectives for a healthier vision of the City.

Policy recommendations will be developed to facilitate the reaching of these objectives. We will discuss recommendations with the City and upon feedback, develop goals, objectives, policies, and action for inclusion in the HWEJ Element.

Subtask B.3g: Civic Engagement
Based on the public outreach conducted during the planning process and described in Task D, this task will focus on summarizing the results of the outreach effort and how it led to an understanding of the disadvantaged communities, their needs, concerns, and local issues, including issues of access and barriers to civic participation opportunities. Consultant will then recommend policies and programs to help promote civic engagement in public decision making in the disadvantaged communities moving forward to advocate and affect change in their community. The City can employ many actions and strategies to increase communication and it can empower the residents to speak up and get engaged in their local government. For example, the City can reach out specifically in the form of City Council visits, City- initiated community meetings, City Hall open houses, and focused appointments to boards and commissions. It is equally important to make sure that residents know how to reach their City officials and staff and what programs are available to them. These actions can increase inclusiveness, transparency, and participation in local affairs by those who can benefit the most. We will discuss recommendations with the City, and upon feedback, develop goals, objectives, policies, and action for inclusion in the HWEJ Element. This subtask will be completed once all community engagement has taken place.

Subtask B.3g Deliverables:
• Summary of public outreach process
• Draft policy recommendations
Task B Deliverables
• B.2: Environmental Hazards Element Regulatory Crosswalk and Existing Conditions Analysis • B.2 SB 99 and AB 747 Evacuation Analysis Technical Memorandum • B.3: HWEJ Existing Conditions Analysis
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Task C: Environmental Hazards Element Update
Consultant will prepare the Environmental Hazards Element based on the hazard profiles, mapping and community outreach conducted in previous tasks. Consultant will provide a brief summary of each hazard followed by goals, policies and actions, with a focus on modification to existing policies and new policies that minimize risk associated with climate change. These goals and policies will be compared to the OPR guidelines, FEMA requirements, CalOES, and AB 2140 requirements to outline how the plan meets these requirements. Consultant will develop clear actions to implement the goals and policies. These actions will be included in an Implementation Action Table. This table will outline which hazards the actions address, the City or partner agency responsible for implementation, relative cost, timeframe, and future tracking. Future tracking will outline environmental or legislative changes that would support or inhibit implementation of the action.

Consultant will complete an Administrative Review Draft of the Environmental Hazards Element, and after receipt of City comments, prepare a Public Review Draft for review by City officials, agencies and the public. This draft will be a complete and formatted document that includes concise visuals and sidebars explaining relevant state statutes, infographics explaining complex scientific or planning concepts, and relevant maps. The document will follow a format that meets Cal OES-review and FEMA-approval requirements and guidance. Consultant will work closely with state and local staff to ensure the element is adequately addressing state comments and can be certified. This draft will be prepared for submission to the California Geological Survey. Upon positive notification, the document will be sent to Cal OES for review. Upon positive notification from Cal OES, the document will be sent to FEMA for comment, input, and approval. Consultant will incorporate and otherwise address FEMA's concerns and questions during this comment period.

Upon receipt of a collective set of comments from the City, agencies and public, Consultant will then prepare a final Environmental Hazards Element that responds to comments. Consultant will coordinate closely with the City to ensure the plan meets all state requirements as well as direction from City staff and officials. In conjunction with City staff, Consultant will time public hearings so that important meetings with decision makers serve as responses to comments from Cal OES to ensure timely and efficient adoption of a clear and legally defensible Environmental Hazards Element Update.

Task C Deliverables:
• Electronic copy of Administrative Draft Environmental Hazards Element in Microsoft Word format
• Electronic copy of Public Review Draft Environmental Hazards Element in Microsoft Word format and PDF
• Electronic copy of Final Environmental Hazards Element in Microsoft Word format and PDF CSA 8/2019 -20-
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Task D: Health, Wellness and Environmental Justice Element Using the data collected in the previous tasks, Consultant will draft the HWEJ Element. This Element will include goals around the six pillars of SB 1000 and use data-driven policy recommendations vetted by City staff to create targeted objectives, policies, and implementable actions. Consultant will work with local community organizations during policy development to ensure that the HWEJ Element meets the specific needs of the community members of Newark. Consultant will incorporate input from the City and Community Organizations into a draft for public review. Consultant will present the pre-final HWEJ Element, with changes from public review draft incorporated, at a Final Implementation Workshop, where Community Organizations, City officials, and the Newark community will offer any last comments on the HWEJ Element, confirm EJ commitments and procedures going forward, and memorialize lessons learned from the outreach and engagement process.

Task D Deliverables:
• Electronic copy of Administrative Draft HWEJ Element in Microsoft Word format • Electronic copy of Public Review Draft HWEJ in Microsoft Word format and PDF • Electronic copy of Final HWEJ in Microsoft Word format and PDF Task E: IS/MND
This scope of work presents a proposed approach and work plan to conduct CEQA environmental review in the form of an Initial Study/Mitigated Negative Declaration (IS/MND) that tiers off of the certified environmental impact report (EIR) adopted for the City of Newark's 2013 General Plan EIR and subsequent environmental review documents that were prepared to analyze the City's 2015 Housing Element and subsequent projects. Per CEQA, agencies are encouraged to tier the environmental analyses which they prepare for separate but related projects including general plans, zoning changes, and development projects. This approach can eliminate repetitive discussions of the same issues and focus the later EIR or negative declaration on the actual issues that are ripe for decision at each level of environmental review.

Task E.1: CEOA Project Management and Project Initiation Luke Evans from Consultant will function as CEQA lead for this project. Luke will oversee preparation of each component of the environmental analysis, coordinating with the consultant team and the City as the housing element update is prepared. Luke will be available to work with the City on the strategy and design of the CEQA process and documents and will provide internal quality control for the environmental document. Monthly invoicing and internal team coordination will occur regularly.

Consultant's CEQA project management team will be available for four (4) project team meetings or conference calls. Consultant assumes one (1) virtual CEQA Kick-off Meeting with the City, B&D, and Consultant to discuss and/or confirm the overall approach to the environmental review process, confirm the components of the proposed housing
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element update and if future refinements are necessary, Consultant's scope of work, initial schedule milestones, and anticipated data needs from the City.

Task E.1 Deliverables:
• Participation in four (4) project team meetings or conference calls by Consultant's CEQA leads. • Participation in one (1) virtual CEQA Kick-off Meeting with the City, B&D, and Consultant.

Task E.2: Draft Initial Study/Mitigated Negative Declaration Consultant will prepare an Administrative Draft IS/MND for review by City staff. The IS/MND will include a project description based on information provided by B&D and the City and will include:
the regional and local setting; housing element history; project objectives; housing element characteristics and components; and other information important to understanding the proposed project. The Administrative Draft IS/MND will include the project description, CEQA environmental checklist, and mandatory findings. The IS/MND will be based on the checklist provided in CEQA Guidelines Appendix G, unless directed otherwise by the City.

The Initial Study will analyze whether the proposed housing element update may cause significant effects on the environment that were not examined in the prior environmental documents prepared for the 2013 General Plan and 2015 Housing Element Update. Within the IS/MND, the discussion of each environmental topic will be framed by the applicable significance criteria and will include a summary of the impacts found in the previous environmental documents. The Initial Study will concisely discuss potential impacts (including cumulative impacts) of the proposed housing element update relative to that criteria's threshold, including a comparison of potential impacts to those found in the previous environmental documents. Where any new or updated information pertinent to a topic is available, it will be incorporated into the analysis and discussion. Applicable mitigation measures from the 2013 General Plan EIR, subsequent environmental documents, and applicable City Standard Conditions of Approval that reduce environmental impacts will be identified, as appropriate. If at any point during the analysis Consultant identifies findings that suggest a significant impact, it will promptly inform City staff.

The IS/MND will address all the environmental topics under CEQA, included in Appendix G of the CEQA Guidelines. The intent of addressing all topics is to fully inform the public and decision-makers of the comparative impacts and consistency with adopted General Plan policies. Overall, the IS/MND is intended to be a focused document that does not unnecessarily re-state or re-print setting information or exhibits from the previous ElRs unless it is directly relevant to changes anticipated as a result of the proposed housing element update.

With regard to Transportation, we note that the Alameda County Transportation Commission has developed a VMT Estimation Tool, a series of VMT maps and summary tables, and a VMT Reduction Calculator that can be used to analyze transportation impacts for CEQA documents. We propose to use these resources for purposes of analyzing transportation impacts, and do not propose an independent VMT analysis.

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Consultant's scope includes the preparation of email correspondence for the purpose of contacting the Native American Heritage Commission (NAHC) to request a list of contacts for Native American tribes who may have an interest in the project. Under SB 18, consultation with Native American tribes is required when adoption or amendment of a general plan or specific plan is proposed; under AB 52, the City is also required to assess potential impacts to tribal cultural resources. Consultant's scope includes a provision for facilitating and assisting the City with this consultation, including the preparation and tracking of correspondence to the tribes identified by the NAHC pursuant to both SB 18 and AB 52. If a tribe requests consultation, that is considered government-to- government consultation, and our scope assumes this would be undertaken by the City.

Consultant will prepare an Administrative Draft IS/MND for review by City staff ( electronic version).

Following one ( 1) round of review and based on the level of effort established in the budget, Consultant will revise the Draft IS/MND and prepare a Draft IS/MND for public review. Consultant will also prepare the Notice of Completion (NOC). Consultant will deliver the Draft IS/MND and NOC to the State Clearinghouse. We have assumed that the City will distribute the Draft IS/MND to Responsible and Trustee Agencies and other interested parties and arrange for publication of the notice in a newspaper of general circulation. The Draft IS/MND will be circulated for public comment for 30 days, as required under CEQA. Consultant will produce electronic copies and printed copies of the final document.

Task E.2 Assumptions:

Consultant assumes that the County's VMT Evaluation information discussed above will be sufficient to analyze the Housing Element Update's transportation impacts. If the City desires a separate and project specific VMT analysis, scope can be provided for such an effort at additional cost through a transportation subconsultant to Consultant.

Task E.2 Deliverables:
• Administrative Draft IS/MND (electronic version) for City staff review.

Public Draft IS/MND (5 printed copies to the City, electronic submittal to State Clearinghouse) along with a web-ready PDF to post on the City's website.

Notice of Availability and Notice of Completion ( electronic submittal to State Clearinghouse).

Task E.3: Final Initial Study/Mitigated Negative Declaration Following the public review of the IS/MND, Consultant and City staff will coordinate to review and discuss any CEQA- related comments received and establish the appropriate approach and distribution of responsibility for preparing specific responses to comments (e.g., master responses, policy responses, etc.). If warranted, a Response to Comments memorandum may be published with a Final IS/MND in preparation for the Planning Commission and City Council hearings.

Given the uncertainty of the level of effort required for Responses to Comments, Consultant has assumed up to 24 hours for this task. If after review and discussion of all comments received, we estimate that the response effort will exceed the estimated labor cost of this task, Consultant will notify the City to determine any appropriate adjustments to the scope of work.

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Consultant anticipates up to one (1) round ofreview prior to a Final IS/MND. Following the City's review of the Screencheck Draft Response to Comments Memorandum and Final IS/MND, Consultant will incorporate the City's revisions in redline edits (underline and strike-out) from the previous version into a Final IS/MND. Consultant will also prepare an Administrative Draft Notice of Decision (NOD) after approval of the proposed amendments.

Task E.3 Deliverables:
• Screencheck Draft Response to Comments Memorandum and Final IS/MND (electronically only, Word and PDF).
• Five (5) hardcopies of the Final IS/MND to the City along with a web-ready PDF to post on the City's website.
• Notice of Determination for use by the City (assume City will coordinate filing with County Clerk)
Task F: Public Hearings
The Consultant team will attend up to three public hearings held by the Planning Commission and City Council, to address any questions related to the Environmental Hazards and HWEJ Elements.

To the extent that the Planning Commission or Council directs staff to make modifications to the documents as part of the adoption proceedings, the Consultant team will incorporate the changes into the documents and submit a final version of the adopted Elements.

Task G: Community Engagement Support
The Consultant team will provide assistance to the client team, as needed, in support of community engagement efforts to be billed on an hourly basis for a not to exceed amount of $10,000. Efforts may include, but are not limited to, assistance with an outreach plan, preparing necessary agendas, presentation materials, surveys, or questionnaires and/or assisting with virtual public meetings.

The Consultant team will work with the client team in determining the level of effort required for select tasks related to community engagement.

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Cost Estimate
Following is a cost estimate for each component of the scope of work. Factors that would increase the scope of work and estimated costs outlined in this proposal include, but are not necessarily limited to, any of the following:
•
•
•
•
•
•
•
•
Preparation and attendance at community meetings
Analysis of additional issues above those discussed in this proposal, or a more detailed level of analysis than described in this proposal
Changes in the project requiring re-analysis or rewriting of General Plan elements Collection of additional data for the General Plan updates or environmental analyses Identification of new areas for development that are outside of areas already designated for residential development in the City's General Plan (particularly raw land sites where significant biological resources could occur)
Changes in the project requiring re-analysis or rewriting of Initial Study .

Identification of a significant and unavoidable impact that could trigger a requirement for an Environmental Impact Report.

Unforeseen controversy that could trigger a requirement for additional environmental analysis and/or a substantial increase in the level of effort to respond to comments on the Draft Initial Study.

Task Cost
If ask A: Project Kick-Off and Data Collection $2,500
If ask B: Existing Conditions Report
Environmental Hazards Existing Conditions $25,000
HWEJ Existing Conditions $43,000
SB 99/AB 747 Evacuation Analysis $25,000
Task C: Environmental Hazards Element Update $26,000
If ask D: HWEJ Element Update $48,000
rrask E: IS/MND $69,940
rrask F: Public Hearings $3,300
rrask G: Community Engagement $10,000
TOTAL $252,740
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Packet Page 156

EXHIBITB

PAYMENT
The Consultant team will charge for our service according to the following hourly rates for an amount not to exceed $252,740:

Personnel Category Rates
Charges will be made at the Category hourly rates set forth below for time spent on project management, consultation or meetings related to the project, field work, report preparation and review, and travel time.

Labor Category I Level I I Level II I Level Ill
Senior Director 275 300 325
Director 225 245 260
Managing Associate 190 205 220
Senior Associate 160 170 185
Associate 115 135 145
Project Technicians 90 110 130
( a) The range of rates shown for each staff category reflects ESA staff qualifications, expertise and experience levels. These rate ranges allow our project managers to assemble the best project teams to meet the unique project requirements and client expectations for each opportunity.
(b) From time to time, ESA retains outside professional and technical labor on a temporary basis to meet peak workload demands. Such contract labor may be charged at regular Employee Category rates.
( c) ESA reserves the right to revise the Personnel Category Rates annually to reflect changes in its operating costs.

ESA Expenses
A. Travel Expenses

1. Transportation
a. Company vehicle - IRS mileage reimbursement rate
b. Common carrier or car rental - actual multiplied by 1.15

2. Lodging, meals and related travel expenses - direct expenses multiplied by 1.15 B. Communications and Project Support Fee
Non-travel expenses incurred for the duration of the agreement for project support but not itemized below, including document retention, delivery and communications. Project labor charges multiplied by 3%.

CSA 8/2019 -26-
Packet Page 157
C. Subcontracts
Subcontract services will be invoiced at cost multiplied by 1.15.

D. Other
The fees above do not include sales tax. Any applicable or potential sales tax will be charged when appropriate.

E. Payment Terms
Unless otherwise agreed in writing, Consultant will submit invoices on a monthly basis. Any unpaid balances shall draw interest at one and one half percent (1.5%) per month or the highest rate allowed by law, whichever is lower, commencing thirty (30) days after date of invoice. All invoices not contested in writing within fifteen (15) business days ofreceipt are deemed accepted by City as true and accurate and City thereafter waives any objection to City invoices, which are payable in full.

CSA 8/2019 -27-
Packet Page 158

EXHIBITC

QUALIFICATIONS
Environmental Science Associates (ESA)
ESA is a multi-disciplinary community planning and environmental consulting firm that helps public and private sector clients understand, address, and solve their important policy, planning, and environmental issues. In addition to holding a roster of highly skilled community and environmental planners, ESA has extensive experience completing all phases of general plan updates, including housing, safety, and environmental justice (EJ) elements, from community engagement and housing needs assessments to environmental review and public hearings; all specialties that, combined with our local experience, make ESA particularly well-qualified to help the City of Newark efficiently and effectively undertake this project. Mary C. Laux will serve as Project Manager and Shannon Wages, AICP, will serve as lead planner. Combined, they bring nearly 40 years of experience specializing in leading long-range planning and environmental documents. Shannon has extensive combined housing, safety and EJ experience, including assisting four jurisdictions (Indio, Highland, Lomita, and Mountain View) in updating their Housing Elements during this sixth housing element planning period. She also brings award-winning EJ experience, having recently received an Award of Excellence for Placentia's Health, Wellness and EJ Element.

CSA 8/2019 -28-
Packet Page 159
Item  D. 7.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Jayson Imai, Assistant City Engineer
SUBJECT    Approval of plans and specifications and adopt a resolution accepting the bid and awarding the contract for the Base Bid and Additive Alternate Bid No. 1 to VSS International, Inc. for Cherry Street Class IV Separated Bikeways, Project 1254 and amending the 2022-2024 Biennial Budget for Fiscal Year 2023; Exempt from CEQA Review per CEQA Guidelines Section 15301
SUMMARY AND RECOMMENDATION
Bids for Cherry Street Class IV Separated Bikeways, Project No. 1254 were opened on March 21, 2023.  The low monetary bidder, VSS International, Inc., provided a responsive bid, is experienced in this type of project and is a responsible contractor.

Staff recommends that the City Council, by motion, approve the plans and specifications and by resolution, accept the bid, and award the contract for the Base Bid and Additive Alternate Bid No. 1 to VSS International, Inc. in the amount of $1,630,303.32 for Cherry Street Class IV Separated Bikeways, Project No. 1254.

Staff also recommends including an additional $169,696.68 in construction contingency, bringing the recommended allocation for the project to $1,800,000 and amending the 2022-2024 Biennial Budget and Capital Improvement Plan for FY 2023.

BACKGROUND
In January 2021, City Council approved the submittal of an Alameda County Transportation Commission (ACTC) 2022 Comprehensive Investment Plan application for the Cherry Street Class IV Separated Bikeway Project.  The Comprehensive Investment Plan (CIP) is ACTC’s near-term strategic planning and programming document through which administered fund sources are programmed through a consolidated process to maximize investments towards critical transportation infrastructure and program operations needs that are essential for developing and maintaining the county’s transportation system.

In July 2021, ACTC programmed $453,000 in Measure B and Transportation Fund for Clean Air (TFCA) funds as part of its 2022 CIP to the City of Newark for the Cherry Street Class IV Separated Bikeway Project.  Subsequently, in October 2021, City Council approved the allocation of the $453,000 of Measure B and TFCA funds to Cherry Street Class IV Separated Bikeways, Project No. 1254 and authorized the City Manager to execute a Project Funding Agreement with ACTC.

Packet Page 160
Cherry Street Class IV Separated Bikeways, Project No. 1254 would upgrade existing Class II bike lanes to a Class IV Separated Bikeway in both directions on Cherry Street between Central Avenue and Stevenson Boulevard.  Class IV separated bikeways differ from standard bicycle lanes in that they provide a horizontal separation between the bike lane and adjacent traffic lane while also introducing a vertical separation element to further minimize interactions between bicyclists and vehicles.  Safety improvements would also be installed at various transition and conflict zones by incorporating high visibility “green” pavement markings per the latest guidelines and recommendations developed by Caltrans, National Association of City Transportation Officials (NACTO) and Federal Highway Administration (FHWA).  Bicycle detection would also be installed at each signalized intersection on Cherry Street.  The Project will add key bicycle safety improvements to Newark’s primary north-south corridor in the southern half of the City and upgrade a vital link in Newark’s bicycle network.  In order to facilitate the establishment of the Class IV separated bikeways and shifting of existing traffic lanes, the project would also apply a slurry seal to Cherry Street between Central Avenue and Stevenson Boulevard.  The current Pavement Condition Index (PCI) of this section of Cherry Street is 78, which would typically warrant preventative maintenance treatments such as slurry seal.

The Project was initially advertised for construction in August 2022.  A total of two bids were received, with both bids coming in higher than the Engineer’s estimate and exceeding the total funding allocated to the project at that time.  After an analysis of the bids received, staff concluded that the low number of bidders and high bid prices were most likely the result of the extremely competitive bidding climate and heightened material, oil, and construction costs observed at that time.  Further analysis of the bids received revealed that the prices bid to reconstruct curb ramps was particularly high, with the average bid price for each curb ramp ($27,461.46) over 4½ times more than the Engineer’s estimated cost ($6,000).  As a result, the decision was made to reject all bids received for the Project and re-advertise the Project for bid in early 2023, when the bidding environment is traditionally more competitive.

DISCUSSION/ANALYSIS
Cherry Street Class IV Separated Bikeways, Project No. 1254 was re-advertised for construction in February 2023.  Bids for the project were opened on March 21, 2023.

The City received a total of three bids as follows:

Bidder Base Bid
Additive
Alternate
Bid No. 1
Total Base Bid +
Additive Alt. Bid
No. 1
VSS
International,
Inc.
$1,492,487.32 $137,816.00 $1,630,303.32
American
Asphalt, Inc.
$1,538,548.00* $168,000.00 $1,706,548.00*
Pavement
Coatings Co.
$1,598,709.00 $154,000.00 $1,752,709.00
Packet Page 161
Engineer's
Estimate
$1,499,852.50 $112,000.00 $1,611,852.50
* - corrected for mathematical errors
As stated in the Project Specifications, determination of the low monetary bidder was based on the Base Bid plus Additive Alternate Bid No. 1. The low monetary bidder, VSS International, Inc., provided a responsive bid, is experienced in this type of project and is a responsible contractor.

Additive Alternate Bid
The project included an Additive Alternate Bid Item for the upgrading of existing curb ramps within the project limits to comply with current ADA standards.  Although not included in the City’s original ACTC 2022 CIP application, upgrading of curb ramps was added to the Project scope during design development to maximize the use of project funding but is otherwise not a required part of the project.

Analysis of the bids received for Additive Alternate Bid No. 1 revealed that the average bid price to reconstruct curb ramps ($10,948) is now 60% less than the average bid price for each curb ramp in August 2022 ($27,461.46).  Based on the bids submitted by VSS International, Inc., staff recommends that the City Council add Additive Alternate Bid Item No. 1 to the construction contract, bringing the total contract amount awarded to $1,630,303.32.  As detailed below, there are sufficient funds budgeted for this project to include the recommended Additive Alternate Bid Item.

FISCAL IMPACT
The addition of Additive Alternate Bid Item No. 1 to VSS International’s Base Bid of $1,492,487.32 would bring the total construction contract amount to $1,630,303.32.

Staff recommends including an additional $169,696.68 in construction contingency, equivalent to approximately ten percent of the contract amount, to account for any unanticipated construction costs.  The added contingency would bring the recommended allocation for the project to $1,800,000.

Per the Project Funding Agreement with ACTC for Cherry Street Class IV Separated Bikeways, Project No. 1254 approved by City Council in October 2021, the City was awarded $323,000 of Measure B Discretionary Funding (Fund 288) and $130,000 of Transportation for Clean Air (TFCA) funds (Fund 289) totaling $453,000 of ACTC Administered Funds allocated to the project. Staff recommends using a combination of $152,000 of Senate Bill 1 (SB1) Road Repair and Accountability Act (RMRA) funds previously allocated to the project (Resolution No. 11268) and $1,195,000 of Transportation Impact Fee funds for the remaining allocation balance of $1,347,000.

Transportation Impact Fees are collected with each new residential, commercial, and industrial project and must be used to fund the construction of transportation improvements identified in the City of Newark Transportation Impact Fee Nexus Study.

The Nexus Study concluded that upgrading of bicycle facilities along Cherry Street Packet Page 162
The Nexus Study concluded that upgrading of bicycle facilities along Cherry Street could lead to an increase in alternative mode use, thereby reducing the number of vehicle trips and mitigating increases in traffic congestion caused by new development.

Staff recommends amending the 2022-2024 Biennial Budget and Capital Improvement Plan to allocate an appropriation of $1,195,000 in Transportation Impact Fee funds to Cherry Street Class IV Separated Bikeways, Project No. 1254.

Staff further recommends re-appropriating $150,000 of Measure B Bike/Ped Direct Local Distribution (Fund 282) funds that were previously allocated to the project (Resolution No. 11268) to be used on other projects. Doing so would allow Transportation Impact Fees, which have more restrictions on use, to replace the less restrictive Measure B Bike/Ped Direct Local Distribution funds.

ENVIRONMENTAL/PLANNING COMMISSION REVIEW
The repair and maintenance of existing facilities is categorically exempt under the California Environmental Quality Act (CEQA) section 15301 (Existing Facilities).

REVIEW AND APPROVAL
Prepared by - Jayson Imai, Assistant City Engineer
Reviewed by - Soren Fajeau, Public Works Director
Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - Lenka Hovorka, Assistant City Manager
Attachments
Resolution - VSS International
Agreement
Packet Page 163
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK ACCEPTING THE BID AND AWARDING THE

CONTRACT FOR THE BASE BID PLUS ADDITIVE
ALTERNATE BID NO. 1 TO VSS INTERNATIONAL, INC. FOR

CHERRY STREET CLASS IV SEPARATED BIKEWAYS,
PROJECT 1254 AND AMENDMENT OF THE 2022-2024

BIENNIAL BIDGET AND CAPITAL IMPROVEMENT PLAN
WHEREAS, the Public Works Department invited sealed bids for the construction of public improvements for Cherry Street Class IV Separated Bikeways, Project No. 1254 (the “Project”); and
WHEREAS, the City has upon due notice, received a total of three bids for the Project that were reviewed by staff for responsiveness and responsibility; and WHEREAS, as stated in the Project Specifications, determination of the low monetary bidder was based on the Base Bid plus Additive Alternate Bid No. 1; and WHEREAS, VSS International, Inc. was determined by staff to be the lowest responsive and responsible bidder with a Base Bid plus Additive Alternate Bid No. 1 of $1,630,303.32; and WHEREAS, staff recommends, and the City Council seeks, to add Additive Alternate Bid Item No. 1 to the construction contract; and
WHEREAS, $453,000 in Alameda CTC administered funds ($323,000 Measure B Fund 289 plus $130,000 TFCA Fund 289) and $152,000 in SB1 RMRA funds (Fund 202) were previously allocated to this project pursuant to Resolution No. 11,268; and WHEREAS, staff recommends allocating an additional $169,696.68 in construction contingency, which would bring the total allocation for the Project to $1,800,000.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Newark does hereby find that VSS International, Inc. is the lowest responsive and responsible bidder for Cherry Street Class IV Separated Bikeways, Project No. 1254, in the City of Newark.

BE IT FURTHER RESOLVED that the City Council does hereby accept said bid of said company and does hereby authorize the City Manager to execute an agreement with VSS International Inc., in a form approved by the City Attorney, for the construction of Cherry Street Class IV Separated Bikeways, Project No. 1254, according to the plans, specifications, and terms of said bid for the Base Bid plus Additive Alternate Bid No. 1 in an amount not to exceed $1,630,303.32
BE IT FURTHER RESOLVED that the City Council does hereby approve a construction contingency in the amount of $169,696.68, resulting in a total allocation of $1,800,000 for the Project and authorizes the City Manager, or their designee, to execute any change orders necessary to account for unanticipated construction costs within the total allocation for the Project.

Packet Page 164
BE IT FURTHER RESOLVED that the City Council does hereby approve an amendment of the 2022-2024 Biennial Budget and Capital Improvement Plan to allocate $1,195,000 of Transportation Impact Fee funds to CIP project 1254 as follows:

Account Description Amount
To: 622.90.091.910.6220.CIP1254 Traffic Impact Fees $1,195,000

From: 622.3000 Unappropriated Fund Balance $1,195,000
and reappropriate $150,000 of Measure B Bicycle and Pedestrian direct local distribution (Measure B Bike/Ped DLD) from Cherry Street Class IV Separated Bikeways, Project No. 1254 as follows:

Account Description Amount
To: 282.3000 Unappropriated Fund Balance $150,000

From: 282.90.091.910.6221.CIP1254 Measure B Bike/Ped DLD $150,000 BE IT FURTHER RESOLVED that the City Manager is authorized to take any actions necessary to effectuate the intent of this Resolution.

Packet Page 165
Agreement – Cherry Street Class IV Separated Bikeways, Project 1254 Page 1 of 3

AGREEMENT (PUBLIC WORKS CONTRACT)
THIS AGREEMENT, made and entered into this day, of , 2023, and between the CITY OF NEWARK, a municipal corporation and the General Law Class, State of California, hereinafter called the “CITY” and VSS INTERNATIONAL, INC., a California Corporation, hereinafter called the “CONTRACTOR”:

WITNESSETH:

That the City and Contractor for the consideration, hereinafter named, agree as follows:

1. That complete Contract includes all of the Contract Documents as if set forth in full herein, to wit: the Notice to Contractors; the Proposal to the City of Newark; the Accepted Bid (Unit Price Schedule); the Bidder’s Statement of Subcontractors’; the Performance Bond; the Payment Bond; the Plans and Specifications; this Agreement; and all Addenda setting forth any modifications or interpretations of any of said Documents.

2. The Contractor will furnish all materials except as otherwise provided in the Specifications and on the Plans and will perform all the work necessary to construct and complete in a good workmanlike and substantial manner, and to the satisfaction of the Engineer, public improvements in accordance with that certain document headed:

CHERRY STREET CLASS IV SEPARATED BIKEWAYS, PROJECT 1254 and the Standard Specifications and Plans of the Department of Transportation, State of California, dated May 2006.

All of the above work is on City property, and under the direction of the Engineer or other official designated by the City to supervise said work, all as provided in and subject to the Contract Documents.

1. The Contractor shall comply with all applicable local, state, and federal regulations.

2. The Contractor shall maintain a valid Class A, Class C-12 or Class C-32 California Contractor License throughout the performance of work under this contract.

3. The Contractor shall submit a receipt copy or other evidence showing payment of the current City of Newark Business License fee.

4. The Contractor shall provide a Certificate of Insurance to show proof of Comprehensive General Liability Insurance of (minimum) $1,000,000 combined single limit per occurrence for bodily injury, personal injury, and bodily damage; and Workers Compensation and Employers Liability Insurance as required by the Labor Code of the State of California.

Packet Page 166
Agreement – Cherry Street Class IV Separated Bikeways, Project 1254 Page 2 of 3

5. As of July 1, 2014, all contractors bidding on this project are required to register with the Department of Industrial Relations (DIR) and to pay the required annual fee. Under California Labor Code section 1771.1, as amended by SB 854, unless registered with the DIR, a contractor may not bid, nor be listed as a subcontractor, for any bid proposal submitted for public works projects on or after March 1, 2015. The Contractor will be required to submit certified payrolls during the course of this project. This project is subject to compliance enforcement and monitoring by the State of California DIR.

6. The City will pay the Contractor in current funds for the performance of the Contract on the basis of the accepted unit prices and the actual measured quantities of work done at such time as are stated in the Specifications, and will otherwise fulfill its obligations thereunder.

7. All time limits stated in the Contract Documents are of the essence of this Agreement.

8. The statement of prevailing wages appearing in the Equipment Rental Rates and General Prevailing Wage Rates is hereby specifically referred to and by this reference is made a part of this contract. It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and the bid or proposal of said Contractor, then this instrument shall control and nothing herein shall be considered as an acceptance of said terms of said proposal conflicting herewith.

9. By my signature hereunder, as Contractor, I certify that I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workmen’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

12. If any action shall be brought by the City for the enforcement of any of the conditions, covenants or agreements herein the prevailing party shall recover reasonable attorney’s fees.

13. The Contractor hereby agrees to defend, indemnify, and save harmless City, its Council, boards, commissions, officers, employees and agents, from and against any and all claims, suits, actions liability, loss, damage, injury, expense, cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by, City, its Council, boards, commissions, officers, employees or agents caused by, or alleged to have been caused by, the negligence, intentional tortuous act or omission, or willful misconduct of Contractor, its officers, employees or agents in the performance of any service or work pursuant to this Contract.

14. The duty of Contractor to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein contained shall be construed to require Contractor to indemnify City, its Council, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.

Packet Page 167
Agreement – Cherry Street Class IV Separated Bikeways, Project 1254 Page 3 of 3 It shall be required under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in the Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater.

Approval of the insurance contracts does not relieve the Contractor or subcontractors from liability under this paragraph, including but not limited to the duty to indemnify City set forth herein. By execution of this Contract Contractor acknowledges and agrees that it has read and understands the provisions hereof and that this paragraph is a material element of consideration.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

CITY OF NEWARK FOR THE CONTRACTOR:
a Municipal Corporation VSS INTERNATIONAL, INC.
a California Corporation
By By
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Packet Page 168
Item  D. 8.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Alex Tat, Senior Civil Engineer
SUBJECT    Approval of the plans and specifications and adopt a resolution accepting the bid and awarding the contract for the total bid to Contract Decor, Inc. for Window Coverings for Newark Civic Center, Project 1353 and amending the 2022-2024 Biennial Budget for Fiscal Year 2024; Exempt from CEQA Review per CEQA Guidelines Section 15301 (Existing Facilities)
SUMMARY AND RECOMMENDATION
Window Coverings for Newark Civic Center, Project 1353 will furnish and install mechanical roller solar shades at David W. Smith City Hall, Alan L. Nagy Library and Newark Police Department buildings.

Bids for Window Coverings for Newark Civic Center, Project 1353 were opened on March 14, 2023.  Because the apparent low monetary bidder, California Textiles, Inc., provided a non-responsive bid by failing to submit a bid proposal form, their bid was rejected.  The next lowest monetary bidder, Contract Decor, Inc., provided a responsive bid, is experienced in this type of project and is a responsible contractor.  Staff recommends that the City Council by motion, approve the plans and specifications and by resolution, accept the bid and award the contract to Contract Decor Inc. in the amount of $73,900. for Window Coverings for Newark Civic Center, Project 1353 and amend the 2022-2024 Biennial Budget and Capital Improvement Plan.

Staff also recommends including an additional $7,600 in construction contingency, bringing the recommended allocation for the project to $81,500.

BACKGROUND
Completed in fall 2021, the Newark Civic Center, consisting of David W. Smith City Hall, Alan L. Nagy Library and the Police Department building provide the community with upgraded and functional facilities.  Certified as a LEED Silver project, the intent of the building designs was to allow natural light into offices and public spaces.  However, the buildings were also designed to accommodate the installation of window coverings should they be needed, with plans to further evaluate the need for window coverings after the buildings were first occupied.  Based on discussions with staff, including staff from the Alameda County Library, it was determined that the installation of window coverings in all three Civic Center buildings would be preferred to assist in daily operations. Window coverings were expected at the end of 2021/early 2022. However, the City was unable to identify a qualified bidder at the time.

Packet Page 169
Having now experienced all four seasons of natural lighting impacts in the Civic Center buildings, a new bid package was created in early 2023. The specific design and location of all new window coverings were selected based on coordination with affected staff and will be adjustable to allow natural light into public spaces as desired.

DISCUSSION/ANALYSIS
Bids for Window Coverings for Newark Civic Center, Project 1353 were opened on March 14, 2023.  The City received a total of two bids as follows:

Bidder Total Bid
California Textiles, Inc.* $64,446
Contract Decor, Inc. $73,900
Engineer's Estimate $88,000
*Bidder's bid was determined to be non-responsive and therefore the bid was rejected.

After examination of the bids received, staff determined that the apparent low monetary bidder, California Textiles, Inc., provided a non-responsive bid by failing to submit a bid proposal form; therefore, their bid was rejected.  The next lowest monetary bidder, Contract Decor, Inc., provided a responsive bid, is experienced in this type of project and is a responsible contractor.  Staff recommends that the City Council accept the bid and award the contract to the lowest responsive and responsible bidder, Contract Decor, Inc., for the Total Bid in the amount of $73,900.

FISCAL IMPACT
In addition to the $73,900 contract amount, staff recommends including $7,600 in construction contingency, equivalent to approximately ten percent of the contract amount, to account for any unanticipated construction costs.  The added contingency would bring the recommended allocation for the project to $81,500.

This action requires an amendment to the 2022-2024 Biennial Budget and Capital Improvement Plan to allocate $81,500 to Window Coverings for Newark Civic Center, Project 1353. While window coverings were part of the original design of the Civic Center, a specific project was not created and therefore funding needs to be reallocated from the New Civic Center, Project 1188 to Project 1353.

ENVIRONMENTAL/PLANNING COMMISSION REVIEW
The minor alteration of existing facilities is categorically exempt under the California Environmental Quality Act (CEQA) section 15301 (Existing Facilities).

REVIEW AND APPROVAL
Prepared by - Alex Tat, Senior Civil Engineer
Packet Page 170
Prepared by - Alex Tat, Senior Civil Engineer
Reviewed by - Jayson Imai, Assistant City Engineer
Reviewed by - Soren Fajeau, Public Works Director
Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - Lenka Hovorka, Assistant City Manager
Attachments
Resolution
Public Works Contract
Packet Page 171
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK ACCEPTING THE BID AND AWARDING THE

CONTRACT FOR THE TOTAL BID TO CONTRACT DECOR,
INC. FOR WINDOW COVERINGS FOR NEWARK CIVIC
CENTER, PROJECT 1353 AND AMENDMENT OF THE 2022-
2024 BIENNIAL BUDGET AND CAPITAL IMPROVEMENT
PLAN
WHEREAS, the Public Works Department invited sealed bids for the construction of public improvements for Window Coverings for Newark Civic Center, Project 1353 (the “Project”); and
WHEREAS, the City has upon due notice, received a total of two bids for the Project that were reviewed by staff for responsiveness and responsibility; and WHEREAS, the apparent low bidder, California Textiles, Inc., was determined by staff to be non-responsive for failure to submit the required bid proposal form; and WHEREAS, Contract Decor, Inc. was determined by staff to be the lowest responsive and responsible bidder with a bid of $73,900; and
WHEREAS, staff recommends allocating an additional $7,600 in construction contingency, which would bring the total allocation for the Project to $81,500.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Newark does hereby find the apparent low bidder, California Textiles, Inc., non-responsive per the terms of the Invitation to Bid and Project Specifications for the Window Coverings for Newark Civic Center, Project 1353, in the City of Newark.

BE IT FURTHER RESOLVED that the City Council of the City of Newark does hereby find that Contract Decor, Inc. is the lowest responsive and responsible bidder for the Window Coverings for Newark Civic Center, Project 1353, in the City of Newark.

BE IT FURTHER RESOLVED that the City Council does hereby accept said bid of said company and does hereby authorize the City Manager to execute an agreement, in a form approved by the City Attorney, with Contract Décor, Inc. for the construction of Window Coverings for Newark Civic Center, Project 1353, according to the plans, specifications, and terms of said bid in an amount not to exceed $73,900.

BE IT FURTHER RESOLVED that the City Council does hereby approve a construction contingency in the amount of $7,600, resulting in a total allocation of $81,500 for the Project and authorizes the City Manager, or their designee, to execute any change orders necessary to account for unanticipated construction costs within the total allocation for the Project.

BE IT FURTHER RESOLVED that the City Council does hereby approve an amendment of the 2022-2024 Biennial Budget and Capital Improvement Plan to reallocate $81,500 from New Packet Page 172
Civic Center, Project 1188 to Window Coverings for Newark Civic Center, Project 1353 within Capital Projects Fund (610) as follows:

Account Description Amount
To: 610.90.094.940.6221.CIP1353 Window Coverings for Newark $81,500 Civic Center
From: 610.90.094.940.6221.CIP1188 New Civic Center $81,500

BE IT FURTHER RESOLVED that the City Manager is authorized to take any actions necessary to effectuate the intent of this Resolution.

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Agreement – Window Coverings for Newark Civic Center, Project 1353 Page 1 of 3

AGREEMENT (PUBLIC WORKS CONTRACT)
THIS AGREEMENT, made and entered into this day, of , 2023, and between the CITY OF NEWARK, a municipal corporation and the General Law Class, State of California, hereinafter called the “CITY” and CONTRACT DECOR, INC., a Oklahoma Corporation, hereinafter called the “CONTRACTOR”:

WITNESSETH:

That the City and Contractor for the consideration, hereinafter named, agree as follows:

1. That complete Contract includes all of the Contract Documents as if set forth in full herein, to wit: the Invitation to Bid; the Bid Proposal Forms to the City of Newark; the Accepted Bid (Unit Price Schedule); the Bidder’s Statement of Subcontractors’; the Performance Bond; the Payment Bond; the Plans and Specifications; this Agreement; and all Addenda setting forth any modifications or interpretations of any of said Documents.

2. The Contractor will furnish all materials except as otherwise provided in the Specifications and on the Plans and will perform all the work necessary to construct and complete in a good workmanlike and substantial manner, and to the satisfaction of the Engineer, public improvements in accordance with that certain document headed:

WINDOW COVERINGS FOR NEWARK CIVIC CENTER,
PROJECT NO. 1353
All of the above work is on City property, and under the direction of the Engineer or other official designated by the City to supervise said work, all as provided in and subject to the Contract Documents.

1. The Contractor shall comply with all applicable local, state, and federal regulations.

2. The Contractor shall maintain a valid Class C-61/D-62 California Contractor License throughout the performance of work under this contract.

3. The Contractor shall submit a receipt copy or other evidence showing payment of the current City of Newark Business License fee.

4. The Contractor shall provide a Certificate of Insurance to show proof of Comprehensive General Liability Insurance of (minimum) $1,000,000 combined single limit per occurrence for bodily injury, personal injury, and bodily damage; and Workers Compensation and Employers Liability Insurance as required by the Labor Code of the State of California.

5. As of July 1, 2014, all contractors bidding on this project are required to register with the Department of Industrial Relations (DIR) and to pay the required annual fee. Under Packet Page 174
Agreement – Window Coverings for Newark Civic Center, Project 1353 Page 2 of 3 California Labor Code section 1771.1, as amended by SB 854, unless registered with the DIR, a contractor may not bid, nor be listed as a subcontractor, for any bid proposal submitted for public works projects on or after March 1, 2015. The Contractor will be required to submit certified payrolls during the course of this project. This project is subject to compliance enforcement and monitoring by the State of California DIR.

6. The City will pay the Contractor in current funds for the performance of the Contract on the basis of the accepted unit prices and the actual measured quantities of work done at such time as are stated in the Specifications, and will otherwise fulfill its obligations thereunder.

7. All time limits stated in the Contract Documents are of the essence of this Agreement.

8. The statement of prevailing wages appearing in the Equipment Rental Rates and General Prevailing Wage Rates is hereby specifically referred to and by this reference is made a part of this contract. It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument and the bid or proposal of said Contractor, then this instrument shall control and nothing herein shall be considered as an acceptance of said terms of said proposal conflicting herewith.

9. By my signature hereunder, as Contractor, I certify that I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workmen’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

10. If any action shall be brought by the City for the enforcement of any of the conditions, covenants or agreements herein the prevailing party shall recover reasonable attorney’s fees.

11. The Contractor hereby agrees to defend, indemnify, and save harmless City, its Council, boards, commissions, officers, employees and agents, from and against any and all claims, suits, actions liability, loss, damage, injury, expense, cost (including, without limitation, costs and fees of litigation) of every nature, kind or description, which may be brought against, or suffered or sustained by, City, its Council, boards, commissions, officers, employees or agents caused by, or alleged to have been caused by, the negligence, intentional tortuous act or omission, or willful misconduct of Contractor, its officers, employees or agents in the performance of any service or work pursuant to this Contract.

The duty of Contractor to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, that nothing herein contained shall be construed to require Contractor to indemnify City, its Council, boards, commissions, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code.

Packet Page 175
Agreement – Window Coverings for Newark Civic Center, Project 1353 Page 3 of 3 It shall be required under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in the Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater.

Approval of the insurance contracts does not relieve the Contractor or subcontractors from liability under this paragraph, including but not limited to the duty to indemnify City set forth herein. By execution of this Contract Contractor acknowledges and agrees that it has read and understands the provisions hereof and that this paragraph is a material element of consideration.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

CITY OF NEWARK FOR THE CONTRACTOR:
a Municipal Corporation
By By
City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Packet Page 176
Item  D. 9.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Lenka Hovorka, Assistant City Manager
SUBJECT    Adopt a resolution authorizing the City Manager to execute an Agreement with Alameda County to restore library service hours and amend the Fiscal Year 2024 budget SUMMARY AND RECOMMENDATION
The City previously funded library service hours on Sundays and is interested in restoring library services on Sundays. Staff recommends that the City Council, by resolution, authorize the City Manager to execute an agreement with Alameda County for additional library services and amend the Fiscal Year 2024 budget.

BACKGROUND
In 2016, the City of Newark and Alameda County entered into an agreement to add four hours of library service on Sundays, funded by the City. Annually, the City and County renewed the agreement, until expiration of the last agreement on June 30, 2020. Due to the COVID-19 pandemic, the library was forced to close, and the City made difficult budget cuts.  The closure occurred just before the library was scheduled to close in preparation for moving to the new library, its current location in the Newark Civic Center. When the library reopened, it offered limited hours and Sunday library service hours were no longer funded. In fall 2022, the City contacted the County and requested a proposal to restore Sunday library service hours. The County recently provided a proposal and an agreement with terms and conditions that remain substantively the same as the prior agreements.

DISCUSSION/ANALYSIS
As illustrated during an annual report presentation to the City Council on September 22, 2022, the Newark Library provides a valuable service to the community. The report highlighted the numerous volunteers, the Learning Lab's adult education offerings, and the increases in visitors and checkouts since the new library opened in the Newark Civic Center. It also showed that the Newark library offered the most programs and had the highest attendance in comparison to all other Alameda County libraries. The Newark Library also consistently partners with local organizations to host programs and activities that celebrate diversity, discuss important topics, and educate visitors about many available community resources.

The library is currently open 39 hours per week. Alameda County shared the following July - November 2022 data:

Packet Page 177
Monthly checkouts averaged 22,876 per month, with a total of 114,382 for the five-month period (excluding electronic resources).

1. Monthly checkouts are 112% higher compared to the same months in 2018 (last months before COVID and construction began).

2. Newark is the only Alameda County library with higher checkouts in 2022 than pre-COVID.

3. Newark averaged as much as 556 visitors per month on Saturdays (79 visitors per hour).

4. Alameda County indicated that Sundays are generally the busiest day of the week for many public libraries. Sunday hours are estimated to generate an additional 26,000 checkouts per year based on pre-COVID data, typical Sunday activity and recent checkout experience at the new library. The County and City have a shared desire to add Sunday library service hours as soon as possible. Based on the current number of vacancies in the Alameda County library system, it is unlikely the Newark Library will be open on Sundays before July 1, 2023. However, should staffing become sufficient to open the library on Sundays prior to July 1, the County will make every effort to open sooner.

FISCAL IMPACT
The Fiscal Year 2024 estimated cost of funding four hours of library service every Sunday is $133,350, to be paid in four quarterly installments of $33,337.50. Any open Sundays prior to July 1, 2023 will be charged at $2,564 per Sunday and if needed, funding will be requested through an amendment to Fiscal Year 2023 budget. The requested not-to-exceed amount of $152,000 includes funding for eight (8) additional Sundays.

REVIEW AND APPROVAL
Prepared by - Lenka Hovorka, Assistant City Manager
Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - David J. Benoun, City Manager
Attachments
FY 2024 Library Hours Resolution
Library Hours Agreement
Packet Page 178
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK AUTHORIZING THE CITY MANAGER TO

EXECUTE AN AGREEMENT WITH ALAMEDA COUNTY

FOR ADDITIONAL LIBRARY SERVICES AND AMEND THE
FISCAL YEAR 2024 BUDGET
WHEREAS, the City had entered into agreements with Alameda County for additional library services in the years 2016 - 2019; and
WHEREAS, current funding levels for County Library services limits the number of open hours per week at the Newark Branch Library; and
WHEREAS, the City Council of the City of Newark wish to continue having the Newark Branch Library open to the community for service on Sundays for four hours more than the County funded hours per week.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Newark hereby approves and authorizes the City Manager to execute an agreement with Alameda County in an amount not to exceed $152,000, in a form approved by the City Attorney.

BE IT FURTHER RESOLVED that the City Manager is hereby authorized to renew the aforementioned Agreement for up to three additional one-year terms upon mutual consent of the City and Alameda County, subject to available funding.

BE IT FURTHER RESOLVED that the City Manager is authorized to take all actions necessary to effectuate the intent of this Resolution.

BE IT FURTHER RESOLVED that the Fiscal Year 2024 budget be amended as follows:

To: 110.27.027.270.6221 Library Contractual Services $152,000 From: 110.3000 Unappropriated Fund Balance $152,000
Packet Page 179
1 AGREEMENT BETWEEN THE CITY OF NEWARK

AND THE

COUNTY OF ALAMEDA
FOR

ADDITIONAL LIBRARY SERVICES
FISCAL YEAR 2023-24
The County of Alameda and the City of Newark enter into this Agreement as follows:

WHEREAS current funding levels for County Library services limit the number of open hours per week at the Newark Branch of the Alameda County Library system; and WHEREAS the citizens of Newark wish to have the Newark Branch Library open on Sundays for four hours more than the County funded hours per week, and wish to have additional services; and
The City of Newark and the County of Alameda agree to provide four additional hours on Sundays of library services at the Newark Branch of the Alameda County Library system subject to the following terms and conditions.

TERMS AND CONDITIONS
1) Time Period: This Agreement will be in effect from July 1, 2023, to June 30, 2024.
2) Services Described: During the time specified above, the County agrees to provide 4.00 additional open hours on Sunday per week of library service at the Newark Branch Library, excluding County-observed holidays, in order to maintain a total weekly schedule of open hours at the Newark Branch Library at 43 hours per week. The Newark library will be open on Sundays from 1.00 to 5.00PM. 3) Payments: The City agrees to pay the County $133,350 in four (4) quarterly installments as follows:

September 30, 2023: $33,337.50
December 31, 2023: $33,337.50
March 31, 2024: $33,337.50
June 30, 2024: $33,337.50
Payments shall be due and payable on the dates stated above. In addition to the amounts stated above interest of 5 percent / month shall be payable for any payment which is more than 30 days overdue.

Packet Page 180
2 4) Extension: All terms and conditions of this Agreement may be extended, by mutual written agreement on a year-to-year basis or as otherwise agreed to by the parties, provided the amount paid by the City of Newark to the County of Alameda is adjusted annually to reflect increases/decreases to the costs connected with providing the services.
5) Augmentation: The services provided through this Agreement and the amount to be paid by the City of Newark to the County of Alameda may be augmented during the year, by mutual agreement, to reflect additional City of Newark funds and monies donated to the City of Newark by groups, other public agencies, and individuals for this purpose.
6) Periodic Activity Reports: Activity Reports will be provided by the County Librarian to the Newark City Council. Newark City Council may request such reports at any time.
7) Option to Terminate or Renegotiate Agreement: In the event that either party determines that it no longer has sufficient funding or staffing to meet the obligations of this agreement, that party may terminate or renegotiate this Agreement by giving at least thirty (30) days written notice. 8) Liability:
a) No persons engaged in the performance of library services and functions under this Agreement shall be considered City employees or gain rights to City pension, Civil Service, or other City employment status or right by way of this Agreement.
b) The City shall not be called upon to assume any liability for the direct payment of any salary, wages, or other compensation to any County personnel performing services hereunder for the City, or any liability other than that provided for in this Agreement.

Except as herein otherwise specified, the City shall not be liable for compensation or indemnity to any County employee for injury or sickness arising out of his/her employment.
c) The County will assume liability and pay cost of defense and hold the City harmless from loss, costs or expenses caused by the negligent or wrongful act or omission of County officers, agents and employees occurring in the performance of agreements between the parties hereto to the extent that such liability is imposed on the City by the provisions of Section 895.2 of the Government Code of the State of California.

Packet Page 181
3 d) The City will assume liability and pay cost of defense and hold the County harmless from loss, costs or expenses caused by the negligent or wrongful act or omission of City officers, agents and employees occurring in the performance of agreements between the parties hereto to the extent that such liability is imposed on the County by the provisions of Section 895.2 of the Government Code of the State of California. 9) Notices: Notices pertaining to this agreement shall be sent to the following:

CITY: COUNTY:

City Administrator President, Board of Supervisors

CITY OF NEWARK COUNTY OF ALAMEDA
37101 Newark Blvd Administration Building
Newark CA 94560 1221 Oak Street
Oakland, CA 94612
County Librarian

ALAMEDA COUNTY LIBRARY
2450 Stevenson Blvd.

Fremont, CA 94538-2326
Packet Page 182
4 IN WITNESS WHEREOF:

The parties hereto have executed this Agreement the day and year first above written, and the County has hereunto caused its corporate name to be signed by its President of the Board of Supervisors, who is hereunto duly authorized the day and year first above written.

CITY OF NEWARK COUNTY OF ALAMEDA
By: _____________________________ By: _________________________ City Manager President
City of Newark, County of Alameda Board of Supervisors
State of California State of California
Date: _____________________________ Date: ________________________ ATTEST:

By: _____________________________ By: _________________________ City Clerk Clerk of the Board of Supervisors

APPROVED AS TO FORM
By: _________________________
Deputy County Counsel
Packet Page 183
5 NEWARK LIBRARY
FY 2023-24 Projected Budget
EXPENSES:

Branch Personnel (14.05 FTE) $1,428,621
Services &Supplies $450,000
*All other Direct Cost $1,174,406
Total Direct Costs $3,053,027
**Admin. Cost $690,441
GRAND TOTAL $3,743,468
*Direct Cost include share of Material costs, ITD cost and cost of Learning Group Services (Bookmobile: Literacy: Senior Services and Services to those with Disability) **Admin. Cost includes the shared cost of Administration.

REVENUE:

County Library Property Tax $3,019,829 (39 Base Hours)
City Contract $133,350 (4.0 Add. Hours)
Other County Library Funds $590,289
GRAND TOTAL $3,743,468
Packet Page 184
Item  E. 1.

DATE 04/13/2023
TO Honorable Mayor and City Council Members
FROM Roya Gonzalez, Administrative Analyst
SUBJECT    Public hearing pursuant to Government Code Sections 4217.10, et seq. to adopt certain findings and to adopt a resolution authorizing the City Manager to execute an energy services agreement with Syserco Energy Solutions (SES) in an amount not to exceed $1,598,265 and approving an amendment to the biennial budget and to adopt a resolution authorizing the City Manager to apply for the Energy Conservation Assistance Act (ECAA) loan from the California Energy Commission and to execute any necessary loan documents.  Exempt from CEQA pursuant to Section 15301 of the CEQA Guidelines SUMMARY AND RECOMMENDATION
The City of Newark currently owns and maintains approximately 2,800 streetlights, the majority of which consist of a high-pressure sodium (HPS) light source. Upgrading the City’s streetlights to Light Emitting Diode (LED) luminaires will improve the light quality, reduce maintenance costs and reduce energy use.

Staff recommends that the City Council hold a Public Hearing pursuant to Government Code Sections 4217.10, et seq. to adopt certain findings and to adopt a resolution authorizing the City Manager to execute an energy services agreement with Syserco Energy Solutions (SES) in an amount not to exceed $1,598,265 and approving an amendment to the biennial budget and to adopt a resolution authorizing the City Manager to apply for the Energy Conservation Assistance Act (ECAA) loan from the California Energy Commission and to execute any necessary loan documents.

BACKGROUND
In an effort to reduce the City’s carbon footprint and reduce streetlight energy consumption and maintenance costs, the City has considered the conversion of all high pressure sodium (HPS) streetlights to energy efficient Light Emitting Diode (LED) luminaires. The City owns and maintains approximately 2,800 streetlights, the majority being HPS. HPS is characterized as one of the poorest light quality lamp technologies still in use today with high operation and maintenance costs compared to modern LED luminaires. Currently, the City spends approximately $100,000 on maintenance.

In June 2022, the City issued a Request for Qualifications (RFQ) for the LED Street Lighting Upgrade Project. The City received seven Statements of Qualifications and interviewed the top five firms. Staff determined that SES was the most qualified for the LED Street Lighting Upgrade project 1354. Staff has worked with representatives of SES as they conduct a detailed streetlight audit and energy analysis at no cost. Based Packet Page 185
on their streetlight audit findings, SES has provided an Energy Services Proposal to upgrade all HPS streetlights to LEDs (Attachment 1).

DISCUSSION/ANALYSIS
Procurement Method
California Government Code 4217, et seq. (the code) is a state law that allows public agencies to use future savings to pay for the upfront costs of energy efficient measures through anticipated savings. The code was enacted because of an energy crisis to assist public agencies in expediting and financing energy conservation measures. The code provides public agencies with an exception to the typical competitive bidding requirements for public projects. Under the code, the City can utilize any procurement process to contract for energy services if the City Council determines that the anticipated cost to the City for the energy services project will be less than the anticipated marginal cost to the City of electrical energy that would have been consumed in the absence of the energy services contract.  The findings must be made at a public hearing with at least two weeks’ notice. The proposed resolution includes the necessary findings pursuant to the code and authorizes the City Manager to execute an agreement with SES (a draft of which is attached), in a form approved by the City Attorney.

LED Lighting Technology
LED lighting provides a number of benefits. Converting the City’s streetlights to modern LED technology would reduce power consumption by approximately 67%, increase life cycle and improve light quality. LED luminaries are specifically designed to deliver high quality light more efficiently, improve uniform illuminations across all roadway types and conditions, while operating at a lower cost for a longer period of time. The volume and color of the proposed LED luminaires will be significantly better than the currently installed HPS lights. The lumen (or volume of light) output will be greater than the existing fixture, in some cases significantly.  HPS street lighting typically creates “hot spots” with more light than needed immediately beneath the fixture and “cold spots” further away from the fixture. LEDs provide a more uniform light distribution that improves visibility. LEDs also allow for better control over the amount of light projected on the back of the fixture and would thus be less bright on adjacent residences. The new fixtures will have a useful life of approximately 100,000 hours at a higher lumen output of the lifetime of the light, five times that of the current HPS lights. In addition to the energy savings, there will be significant maintenance and operational savings due to the longer lamp life. LED technology has been available for years and the City requires all new private development to install LED streetlights as part of all subdivision projects.

Below are the proposed energy savings using the City’s actual existing HPS lights compared to the proposed LED luminaires respectively:

Packet Page 186

Project Cost/Funding
Based on the streetlight audit findings, SES has provided an Energy Savings Proposal (Attachment 1), with a fixed price of $1,598,265. In summary, the proposal indicates that the first-year utility savings are estimated to be $218,757. Based on a 4% estimated annual utility cost increase, the 15-year (assumed useful life of the LED lamps) savings for these upgrades is projected to be $4,551,722. The estimated project payback is 7.3 years.
*Based on 4% estimated PG&E annual utility cost escalation Staff recommends applying for an Energy Conservation Assistance Act (ECAA) loan offered by California Energy Commission in an amount not to exceed $1,598,265 to finance the conversion of the City’s streetlights to LED technology. The ECAA loan program is specifically tailored to encourage cities to participate in energy efficient projects. The interest rate is fixed at 1% for the term of the loan. The loan payments will be paid for from energy cost savings. In other words, the cost savings in reduced power usage will be used to pay the loan instead of paying PG&E. The maximum loan term is 17 years, however staff’s intention is to have a term equal to the payback period. There is no penalty for early repayment. ECAA loan template documents are attached for reference.  The proposed resolution authorizes the City Manager to execute the necessary loan documents in a form approved by the City Attorney and take all necessary associated actions.

FISCAL IMPACT
The total project is $1,598,265. The cost of the project is designed to be offset with savings in energy costs to satisfy debt services. However, initial payments will be paid by the City to SES and subsequently reimbursed by the CEC. Staff is recommending initial costs be paid out of unallocated CIP fund 610, project 1354, which will later be reimbursed upon receipt of the loan disbursement. In addition, staff estimates a 75% reduction in streetlight maintenance costs (approximately $75,000).

Packet Page 187
Loan payments will be made twice a year, in June and December, after the project is complete. Debt payments will be paid out of the general fund using the energy costs savings. There will be no increase to the general fund budget.

Staff recommends amending the 2022-2024 Biennial Budget and Capital Improvement Plan to appropriate $1,598,265 from the unallocated Capital Improvement Fund 610, project 1354 to fund the initial payments made to Syserco Energy Solutions in FY 2023.

ENVIRONMENTAL/PLANNING COMMISSION REVIEW
The project is exempt from the California Environmental Quality Act (CEQA) pursuant Section 15301 of the CEQA Guidelines, as the project consists of upgrades to existing streetlights.

REVIEW AND APPROVAL
Prepared by - Roya Gonzalez, Administrative Analyst
Reviewed by - Lenka Hovorka, Assistant City Manager
Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - David J. Benoun, City Manager
Attachments
Energy Services Proposal
ECAA Loan Template
SES LED reso
LED CEC reso
SES Agreement
LED Presentation
Packet Page 188
Date Submitted: March 31, 2023
Presented by: Chad Olsen, PE, CEM
Gabe Johnson, CEM
Doc Revision: R03
Energy Services Proposal – Exhibit 1
Prepared for the City of Newark, CA
Packet Page 189
City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 1
Table of Contents
SECTION 0 – EXECUTIVE SUMMARY ....................................................................................... 2 SECTION 1 – INTRODUCTION .................................................................................................. 3

1.1 TEAM EFFORT ...................................................................................................................................... 3

1.2 APPROACH .......................................................................................................................................... 3 SECTION 2 – SCOPE OF WORK ................................................................................................ 4

2.1 ENERGY CONSERVATION MEASURE (ECM) SUMMARY ...................................................................... 4

2.2 ENERGY SERVICES ............................................................................................................................... 4

2.3 CLARIFICATIONS & EXCLUSIONS ......................................................................................................... 6

2.4 EXTENT OF SUBCONTRACTING ........................................................................................................... 6

2.5 PROJECT SCHEDULE ............................................................................................................................ 6

2.6 ECM DESCRIPTIONS & DETAILED SCOPE OF WORK ............................................................................ 6 SECTION 3 – PROJECT FINANCIALS ......................................................................................... 9

3.1 LUMP SUM PROJECT COST .................................................................................................................. 9

3.2 ITEMS INCLUDED IN PROJECT COST .................................................................................................... 9

3.3 ONGOING SERVICES / WARRANTY ...................................................................................................... 9

3.4 SES COMPENSATION ......................................................................................................................... 10 Packet Page 190
City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 2
SECTION 0 – EXECUTIVE SUMMARY
The City of Newark (City) selected Syserco Energy Solutions (SES), a qualified Energy Services Company, to develop a City-Wide, streetlight replacement project. The process of developing the Energy Conservation Measures (ECMs) for the City involved performing an Investment Grade Audit (IGA) of the city owned streetlight assets. The IGA established a historical energy and utility baseline and identified a comprehensive list of retrofit recommendations that would provide the best overall value to the City.

SES is pleased to present the following energy efficiency and facility improvement project to the City of Newark. The proposed streetlight improvement project will provide significant value to the City through various methods. The first is that the volume and color of the new LED luminaries will be significantly better than the current installed technology. The lumen (or volume of light) output will also be greater than the existing fixture, in some cases significantly. The new fixtures will have a useful life of 100,000 hours at a higher lumen output over that lifetime than the current technology. Finally, there are significant operational and maintenance savings that the City will realize as a result. The significant energy cost savings are the key driver of the project, but there will also be reductions in streetlight service costs by upwards of 75% over the life of the new fixtures.

The primary goals of this Project are:

1. Reduce energy consumption across City-owned streetlight infrastructure

2. Reduce the City’s ongoing Utility and Operational costs

3. Upgrade aging infrastructure by improving efficiencies of existing equipment and systems

4. Create safer and more illuminated conditions for City staff and the general public The following table is the firm-fixed Project Cost and estimated utility and operational savings.

Total Project Cost $1,598,265
Energy Cost Savings ($/yr) $218,757
Project Payback 7.3 yrs
15-YEAR NET CUMULATIVE SAVINGS* = $4,551,722*
* - Based on 4% estimated PG&E annual utility cost escalation Packet Page 191
City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 3
SECTION 1 – INTRODUCTION
SES is pleased to present this Energy Services Proposal (ESP) to the City of Newark for the purpose of implementing the recommended Energy Conservation Measures (ECMs) for the City of Newark’s streetlight assets.

The intent of this ESP is to summarize the project Scope of Work, Cost, and Savings for a comprehensive Energy Services project. The project will result in updated existing systems, reduced utility consumption and ongoing operational costs. By implementing this “self-funding” project, the City will avoid future capital cost requirements and minimize the impact on the City’s future CIP budgeting requirements.

This Proposal marks the culmination of a detailed energy and operational audit of the City’s facilities, where existing systems and equipment were analyzed to understand the potential for energy savings, infrastructure improvements, and overall cost reductions. To develop the recommended project, experienced Energy Engineers, Project Managers and Project Developers from SES have assessed and analyzed energy efficiency opportunities. SES has investigated multiple means for accomplishing this goal, including retrofitting equipment or installation of new devices and/or employing enhanced strategies to improve operational efficiency.

1.1 TEAM EFFORT
SES would like to thank members of City Staff and Facilities personnel who worked closely with our team throughout this process. Without their assistance, this project would not have been possible.

1.2 APPROACH
The Project Development process involved numerous site visits, interaction with City Administration and Facilities Staff, as well as a detailed analysis of existing equipment and systems, current utility consumption and any available logs and profiles of equipment. Studies of the energy usage, operating conditions and interviews with facility personnel were valuable sources of information that contributed greatly to this effort. SES has taken into consideration the input provided by staff and has integrated the various infrastructure needs of the City through the proposed ECMs.

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City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 4
SECTION 2 – SCOPE OF WORK

2.1 ENERGY CONSERVATION MEASURE (ECM) SUMMARY
For the detailed scope of work descriptions please refer to the “2.6 ECM DESCRIPTIONS & DETAILED SCOPES OF WORK” section.

The following table shows the Existing Lamp type, Proposed Lamp Code, the quantity of fixtures, energy savings, percentage of energy saved, and cost savings for each lamp type.

Projected energy reduction and cost avoidance figures are calculated based upon stipulated lighting burn hours in PG&E’s most current LS-2 Rate Tariff as of March 1, 2023. All calculations are based upon industry best practices and methodologies.

2.2 ENERGY SERVICES
SES will include the following services related to this project:

1. SERVICES: SES shall provide a detailed engineering design as needed to obtain the City’s review and approval. In addition, SES will also provide Project / Construction management services, startup, testing, as-built line-by-line audit of systems designed, and provide relevant operations and maintenance manuals.

Luminarie
Type
Existing Lamp Type
Proposed
Code
Quantity
(#)
Enery
Savings
(kWh/yr)
Energy
Savings
(%)
Cost
Savings
($/yr)
COBRA High Pressure - 70W 5800L SL 34W-30K-2R 1,259 270,433 61.7% $71,405 COBRA High Pressure - 70W 5800L SL 34W-30K-3R 472 101,386 61.7% $26,770 COBRA High Pressure - 70W 5800L SL 34W-40K-2R 25 5,370 61.7% $1,418 COBRA High Pressure - 70W 5800L SL 34W-40K-3R 65 13,962 61.7% $3,687 COBRA High Pressure- 100W 9500L SL 44W-30K-2R 90 28,620 64.6% $7,557 COBRA High Pressure- 100W 9500L SL 44W-30K-3R 22 6,996 64.6% $1,847 COBRA High Pressure- 100W 9500L SL 44W-40K-2R 29 9,222 64.6% $2,435 COBRA High Pressure- 100W 9500L SL 44W-40K-3R 216 68,688 64.6% $18,136 COBRA High Pressure- 150W 16000L SL 54W-30K-2R 3 1,516 70.2% $400 COBRA High Pressure- 150W 16000L SL 54W-30K-3R 233 117,712 70.2% $31,081 COBRA 240V-High Pressure-200W 22000L 85W-40K-3R 174 110,246 65.2% $29,111 COBRA 240V-High Pressure-250W 25500L 100W-40K-3R 80 64,032 66.7% $16,907 Post Top High Pressure- 150W 16000L SL 53W-40K-PT 60 30,312 70.2% $8,004 -- -- -- 2,728 828,494 64.3% $218,757
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City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 5

2. CONSTRUCTION: SES shall provide all material, labor, and equipment, including paying for fees, bonds, and insurance, as required for complete working installation of the proposed equipment. a. SES will provide a Site Superintendent who will be responsible for the onsite supervision and coordination of trades and subcontractors. This individual’s responsibilities will include regular work observations, quality control, enforcement of site-specific safety plan, as well as coordinating with City staff.
b. At the conclusion of the project, SES will submit a “Certificate of Final Completion” to the City.

3. CONSTRUCTION MANAGEMENT: SES shall provide an experienced Construction Manager who will provide contract administration services for the Project.

4. OPERATION TRAINING: SES shall provide training to Facilities Staff during the construction and close out period. In addition, the manufacturer recommended training for all new and upgraded systems will be provided upon completion.

5. WARRANTY: SES shall warrant equipment and workmanship for (1) year following Notice of Substantial Completion. Specific information regarding equipment warranties will be passed on to Owner.

6. EQUIPMENT MAINTENANCE: SES shall provide no equipment repairs after the warranty period.

SES will provide no maintenance on the new equipment installed. Following the completion of the installation and Owner acceptance of the equipment, the Owner shall provide all necessary service, repairs, and adjustments to the equipment so that the equipment will perform in the manner and to the extent set forth in the proposal. SES shall have no obligation to service or maintain the equipment after the warranty period.

7. HAZARDOUS WASTE: The Work and Services expressly exclude any work of any nature associated or connected with the identification, abatement, cleanup, control, removal, or disposal of hazardous materials or substances, including but not limited to asbestos, lead, or PCBs. Owner represents that, to the best of its knowledge, there is no hazardous material on the premises that may in any way relate to the Work or affect the ability of SES to deliver the Work or Services. Prior to the Commencement Date, Owner shall provide to SES a comprehensive good faith survey that at a minimum complies with applicable regulatory requirements, and identifies all actual or suspected hazardous materials, quantities, and specific locations of such materials on the premises. Failure to timely provide such good faith survey shall result in an equitable adjustment to project completion schedule. If SES becomes aware of or suspects the presence of hazardous materials on the premises during the Work or Services, SES shall notify Owner. Owner shall investigate and correct the suspected hazardous materials in accordance with all applicable laws.

SES shall have the right to stop work in the affected area until the suspected hazardous materials are investigated and remediated by Owner, and the project completion schedule shall be equitably adjusted relative to the duration of Owner’s investigation and remediation of the suspected hazardous materials.

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City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 6

2.3 CLARIFICATIONS & EXCLUSIONS

2.3.1 CLARIFICATIONS
• All work to be performed during regular work hours, unless otherwise stated. SES will review project schedule with City staff so that mutual agreement is reached for known conflicts on streets.
• All field craft labor will comply with prevailing wage requirements and current California DIR. • City of Newark shall waive all permit fees for this project. • City shall provide a laydown and storage area during the construction period. • Proposal is based on reusing existing electrical circuits unless specifically stated. • Assumes proper grounding exists for all electrical equipment. • Pricing is based on a single-phase project, multiple phases or extensions to schedule may constitute a change in scope.
• A one-year warranty from date of ECM Acceptance is included.

2.3.2 EXCLUSIONS
• Work or other performance requirements shown in any other documents not stated in this proposal.
• Repair of non-functioning streetlight circuitry
• Replacement of existing blown streetlight fuses
• Removal of obstructions of any nature preventing safe bucket truck access to fixtures • Removal, trimming or pruning of any trees or vegetation around fixtures • Furnishing or installing any light shields other than replacing existing equipment • Repairs or modifications to existing electrical, mechanical, controls, structural or other systems associated with existing code violations, unless specifically stated.

2.4 EXTENT OF SUBCONTRACTING
SES may subcontract portions of the final M/E/P design, equipment installation, start-up, and training of this contract to qualified firms.

2.5 PROJECT SCHEDULE
Initial Construction Schedule start date shall be based upon execution of Contract as the predecessor milestone. Excluding holidays, owner directed work stoppages and weather events, the projected overall project implementation schedule shall be developed by Construction Manager and reviewed with City staff at Construction Kickoff Meeting.

2.6 ECM DESCRIPTIONS & DETAILED SCOPE OF WORK

2.6.1 INTRODUCTION
ECM identification and selection is the result of SES detailed audit of the streetlight assets, and specification. The ECM is intended to improve the efficiency of the streetlights through new equipment.

The following is the detailed description of each proposed ECM. Each description includes general intent of each measure, the benefits of each ECM, the impacted equipment and the detailed scope of work.

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City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 7

2.6.2 DETAILED SCOPE OF WORK FOR ENERGY EFFICIENCY PROJECT

5.0 – Lighting ECMs
ECM 5.02 – Streetlight Retrofit & BRIO Update
General Intent
The existing street lighting systems from the BRIO report have high pressure sodium or metal halide luminaries. This measure will replace the existing lighting systems identified in the lighting audit with new LED fixtures or lamps. There are additional discrepancies in the BRIO that indicate the City is being charged for street light systems that are no longer physically installed or have already been upgraded to LED. These discrepancies will be resolved, and PG&E will be updated for billing purposes.

ECM Benefits
By replacing the exiting lighting systems with LED, a full round of maintenance will be realized as well as longer lamp life with reduced energy consumption and increased light production. New photocells will also ensure that the streetlight assets operate from dusk to dawn daily. The City will also realize bill savings from the correction of discrepancies.

Impacted Equipment
City streetlights as identified in the line-by-line audit, see attachment A.

Street Lighting
• Project per SES streetlight line by line audit
• Remove and properly dispose of existing fixture head and photocell • Provide and install new LED cobra head in accordance with SES designed solution • Provide and install new photocell for each installed fixture • Includes all crew, trucks, rigging, deployment equipment needed for installation • Prior to commencing implementation, SES shall meet with LABOR INSTALLER, CITY project staff, Public Works, Police and other CITY departments having responsibility for traffic control. SES shall develop and submit for approval a traffic control plan in accordance with the current version of the State of California, Business, Transportation and Housing, Department of Transportation Traffic Manual; Traffic Controls for Construction and Maintenance Work Zones for streets and/or areas identified as requiring traffic control. Upon acceptance of traffic control plan, SES shall provide all necessary traffic control equipment and labor for traffic control Work as required on roadways in accordance with approved plan.
o Excludes costs associated with the use of City personnel (police, staff, etc.) or any CalTrans right of way encroachment as part of the implementation of any traffic control plan. • Collection, storage, disposal and/or recycling of Universal Waste generated by this project in full accordance with California Code of Regulations, Title 22, division 4.5, chapter 23. Examples of universal waste generated by this project include fixtures, lamps, ballasts and other electronic components, and cardboard.
o ALL EXISTING LED FIXTURES REMOVED UNDER THIS CONTRACT SHALL BE RETURNED TO

THE CITY CORPORATION YARD
• Update GIS dataset with as built data and forward to City for their system update • Update PG&E BRIO / streetlight inventory with as built data for accurate billing o Excluded corrections for badge numbers, addresses, item codes, SAID references between PG&E BRIO and actual as-built audit
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City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 8
• Conduct a night audit of fixtures to identify non-functional fixtures o Repairs other than faulty fixture or photocell to be addressed by City • Provide necessary engineering and project management for complete turnkey system • Provide as built line-by-line audit, updated GIS as-built dataset for streetlight assets, cut sheets/submittal package, O&M manual
• Provide owner/operator training
• Provide post construction photos as part of As-Built line-by-line audit

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City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 9
SECTION 3 – PROJECT FINANCIALS

3.1 LUMP SUM PROJECT COST
Costs presented in this proposal are valid until May 31, 2023. If the Notice to Proceed is issued after this date, SES reserves the right to re-evaluate the project and make necessary modifications to the construction cost. Other factors that SES does not have direct control may affect the ability to complete the project in the time proposed. In the event of delay that SES could not control, we reserve the right to request schedule extensions and reasonable adjustments to Project Costs to cover additional costs associated with the delay.

3.2 ITEMS INCLUDED IN PROJECT COST
Project costs include the following:

1. Engineering audit / Project Development, including the cost for preparation of this proposal.

2. Engineering design.

3. Construction/Project management and Site Supervision services.

4. Installation of SES equipment including the following as specified in the scope of work:
a. All costs paid by SES for the installation of the equipment. This includes costs paid to subcontractors or directly to SES personnel, when related to installation or system verification of equipment.
b. The portion of reasonable travel, lodging, and meal expenses incurred while traveling in discharge of duties connected with the Work.
c. Cost of all equipment, materials, supplies, and equipment incorporated in the Work, including costs of transportation thereof.
d. Cost or rental charges, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities, and hand tools not owned by the workers. e. Cost of premiums for all bonds and insurance.
f. Demolition cost and cost of removal of all debris.
g. Cost of equipment startup, training, and system verification performed by SES

5. SES shall provide a Schedule of Values. The schedule of values will include all costs related to the installation of the equipment. The Schedule of Values will be presented during the Project Construction Kickoff Meeting, at the initiation of the project implementation phase.

3.3 ONGOING SERVICES / WARRANTY
Project includes 1-year warranty for material and labor. Additional warranty services may be available by product manufacturers and shall be “passed on” to District. Extended warranty beyond 1-year is not included in this proposal.

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City of Newark
Energy Services Proposal
March 2023 Proprietary and Confidential Page 10

3.4 SES COMPENSATION

1. Terms: Net 30 days from the date of invoice, monthly billing as the job progresses.

2. Payments: Please see Section 3 of the Energy Services Contract for payment details.

3. Mobilization / Project Development / Engineering Fee invoice will be presented upon mutual execution of the Contract and will be in the amount of 25% of the Project’s total value.

4. Timely Disbursement of Progress Payments: Payments will be made by the City in compliance with Public Contract Code §20104.50.

5. Untimely Disbursement of Progress Payments: In accordance with Public Contract Code §20104.50, in the event that the City shall fail to make any Progress Payment within thirty (30) days after receipt of an undisputed and properly submitted Application for Progress Payment, the City shall pay Provider interest on the undisputed amount of such Application for Progress Payment equal to the legal rate of interest set forth in California Code of Civil Procedure §685.010(a).

THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Packet Page 199

STATE OF CALIFORNIA

LOAN AGREEMENT
CEC-142 (05/10)

CALIFORNIA ENERGY COMMISSION

BORROWER AGREEMENT NUMBER
Recipient Name XXX-XX-XXX ADDRESS AGREEMENT TERM
/ / to / /
The effective date of this Agreement is the date the California Energy Commission signs the Agreement. No work is authorized, or shall begin until the California Energy Commission signs the Agreement. See the signature date below for effective start date.

The parties agree to comply with the terms and conditions of the following Exhibits which are by this reference made a part of the agreement.

Exhibit A – Energy Conservation Assistance Act Loan Agreement Page(s): 09 Exhibit A – Attachment 1 – Budget Detail/Project Cost and Savings Page(s): 02 Exhibit B – Promissory Note Page(s): 03
Exhibit B – Attachment 1 – Estimated Amortization Schedule Page(s): 01 Exhibit C – Contacts Page(s): 01

REIMBURSABLE AMOUNT
$ 0.00

MATCH SHARE
$ 0.00
TOTAL
$ 0.00
The undersigned parties have read the attachments to this agreement and will comply with the standards and requirements contained therein.

CALIFORNIA ENERGY COMMISSION RECIPIENT AUTHORIZED SIGNATURE DATE AUTHORIZED SIGNATURE DATE

NAME PHONE NAME PHONE
Rachel L. Grant Kiley (916) 654-4379
TITLE
Contracts, Grants and Loans Office Manager CALIFORNIA ENERGY COMMISSION ADDRESS 1516 9th Street, MS-18, Sacramento, CA 95814
Packet Page 200
Non-Bond Funded Loan Agreement Exhibit A [Insert Loan Number] Rev. June 9, 2017 GKLFEB Page 1 of 9 [Insert Recipient Name]

EXHIBIT A

ENERGY CONSERVATION ASSISTANCE ACT LOAN AGREEMENT
This Loan Agreement (the “Agreement”) is entered into as of the date it is executed by both parties hereto, between the California Energy Resources Conservation and Development Commission (the “Energy Commission”) and the [Insert Recipient Name] (the “Borrower”) located in [Insert Recipient County], CA.

1. STATUTORY AUTHORITY AND LOAN
A. Pursuant to the purposes authorized by section 25410, et seq., of the California Public Resources Code (the “Energy Conservation Assistance Act”), the Energy Commission has approved the Borrower’s loan application dated [Insert Loan Application Date], which is not attached but is expressly incorporated by reference herein.

B. Subject to the terms, covenants, conditions, and including Special Conditions (if applicable) contained herein, and the Budget Detail/Summary of Project Cost and Savings attached as Exhibit A, Attachment 1 hereto to the extent it modifies the Borrower’s loan application, the Energy Commission shall make a loan to the Borrower (the “Loan”) in the amount of [Spell Out Loan Amount] dollars ($[Insert Loan Amount]) evidenced by a Promissory Note (the “Promissory Note”) for loan number [Insert Loan Number] attached hereto as Exhibit B.

2. PURPOSE
The Borrower agrees to expend all funds disbursed pursuant to this Agreement only for the purposes and in the amounts set forth in Exhibit A, Attachment 1 (the “Project”). Any other use of funds disbursed hereunder shall require prior written approval by the Energy Commission.

3. LOAN DISBURSEMENT SCHEDULE
A. The Energy Commission agrees to disburse funds to the Borrower upon the Borrower’s execution of the attached Promissory Note and required supplemental documents, including invoices as required in Section 3.B below.

B. Loan funds shall be disbursed on a reimbursement basis based on invoices submitted by Borrower in a form approved by the Energy Commission. Backup documentation for actual expenditures (such as timecards, vendor invoices, etc) and proof of payment must be provided to substantiate the request. Energy Commission staff will approve invoices Packet Page 201
Non-Bond Funded Loan Agreement Exhibit A [Insert Loan Number] Rev. June 9, 2017 GKLFEB Page 2 of 9 [Insert Recipient Name] only after verifying requested amounts against backup billings and determining that expenses are appropriate and used for the authorized purposes of this Loan. For executed Agreements, invoices for expenses incurred during the Agreement Term are eligible for reimbursement.

C. All invoices must be submitted within sixty (60) days after Project completion.

D. The final ten percent (10%) of the Loan amount will be withheld as retention until the final report is received from the Borrower and the Commission’s Project Manager determines the Project has been satisfactorily completed.

4. LOAN REPAYMENT AND INTEREST
All funds disbursed hereunder, together with all interest payable thereon, shall be repaid to the Energy Commission in accordance with the terms of the Promissory Note. The Loan shall bear simple interest at the annual rate set forth in the attached Promissory Note on the principal balance of Loan funds disbursed to the Borrower. Payment of said interest shall be due at the time of semiannual scheduled Loan repayment installments to the Energy Commission, and interest shall accrue from the time of disbursal of funds to the Borrower until receipt of full Loan repayment to the Energy Commission.

5. TERM
A. The effective date of this Agreement shall be the date on which it has been executed by both parties hereto. No work is authorized, or shall begin until the Energy Commission signs the Agreement.

B. The Borrower agrees to complete performance of its obligations under this Agreement within the applicable periods stated in this Agreement.

6. PREPAYMENT
The Borrower shall have the right to prepay all or any part of the amount of this Loan at any time without penalty.

7. PROMISSORY NOTE
In order to evidence its debt to the Energy Commission hereunder, the Borrower agrees to, contemporaneously with the execution of this Agreement, execute and deliver to the Energy Commission the Promissory Note (attached as Exhibit B hereto).

Packet Page 202
Non-Bond Funded Loan Agreement Exhibit A [Insert Loan Number] Rev. June 9, 2017 GKLFEB Page 3 of 9 [Insert Recipient Name]

8. ACCOUNTS, AUDITS, AND RECORDS
A. The Borrower agrees to establish on its books a separate account for this Loan. This account shall be maintained as long as the Loan obligation remains unsatisfied.

B. The Borrower further agrees to maintain records that accurately and fully show the date, amount, purpose, and payee of all expenditures drawn on said account for three (3) years after this Loan is repaid in full unless the Energy Commission requests a longer retention period.

C. The Borrower further agrees to utilize a voucher system by which all expenditures from said account will be authorized and authenticated.

D. The Borrower further agrees to allow the Energy Commission or any other agency of the State of California (the “State”) or their designated representatives, on written request, to have reasonable access to, and the right of inspection of, all records that pertain to said account or the Project.

The Borrower also agrees to submit to an independent audit, if requested by the Energy Commission, at the expense of the Borrower. Borrower agrees to maintain all such records for a minimum of three years after this Loan is repaid in full unless the Energy Commission notifies the Borrower, prior to the expiration of such three-year period, that a longer period of record retention is necessary.

9. SOURCE OF REPAYMENT; OPERATION OF PROJECT
A. Semiannual payments due to the Energy Commission under this Agreement shall be made from savings in energy costs or other legally available funds as the Borrower chooses. If the Borrower is a county, city, town, township, board of education, or school district, the Borrower agrees that the amount of the semiannual Loan repayment shall not be raised by the levy of additional taxes and shall not be an obligation against tax revenues, but shall be obtained either from savings in energy costs resulting from the subject energy conservation projects or other legally available funds as the Borrower chooses.

B. Energy cost savings as determined by the Energy Commission are based on energy usage and serving utility rate schedules at the time the Loan application is submitted, except as specified in Special Conditions, if any, as detailed in this Agreement, and the information and data contained in the Borrower’s loan application and technical study. The following will not affect the Energy Commission’s initial finding of energy cost savings, and are not a basis for claiming a lack of energy savings: a) changes in energy use and/or rate schedules which occur after submittal of the Loan Packet Page 203
Non-Bond Funded Loan Agreement Exhibit A [Insert Loan Number] Rev. June 9, 2017 GKLFEB Page 4 of 9 [Insert Recipient Name] application, except as specified in Special Conditions, if any, as detailed in this Agreement, b) deviations in the Project work scope from what was approved by the Energy Commission, c) changes in the Borrower’s facility and/or equipment which occur after submittal of the Loan application, including, but not limited to maintenance, operations, schedules, employees and facility alterations and expansions, d) deviations, omissions or errors found in the loan application and technical study after submittal of the Loan application. The Borrower is responsible for ensuring the accuracy of the information contained in its loan application and technical study. In the event annual energy cost savings resulting from the Project, as determined by the Energy Commission, fail to equal or exceed the amount due under this Agreement, this Agreement may be renegotiated to assure that the repayment amount does not exceed the actual energy savings or avoided costs resulting from the Project, and the Promissory Note will be revised accordingly. In no event, however, will the number of semiannual installments payable hereunder and under the Promissory Note exceed forty.

C. The Borrower shall obtain and maintain in its records any and all permits and licenses required to install or operate the Project and shall comply with all local, state, and federal laws, rules and codes concerning the Project. The Borrower shall maintain the Project in good working order for the duration of the Loan and shall insure that staff members are provided appropriate training on the operation and maintenance of the Project. The Borrower shall maintain insurance on the Project and, in the event of any casualty loss covered by such insurance policy, apply the proceeds to the repair of the Project or, with the approval of the Energy Commission, may use the insurance proceeds to install alternate projects to generate alternative energy cost savings to repay the Loan.

D. The Borrower agrees to provide the Energy Commission with the following information for three years following completion of the Project, unless the Energy Commission requests a longer period: (1) the annual computation, required by Section 25414 of the Energy Conservation Assistance Act, of energy cost savings for the most recent fiscal year, calculated in the manner and provided in the format prescribed by the Energy Commission; and (2) any information or change in assumptions or operations which might affect the Energy Commission’s initial determination of energy savings.

E. The Borrower authorizes any official or agent of the Energy Commission or the State to conduct physical inspections of the Project before the commencement; during construction, installation and implementation of the Project; and at any time prior to the complete repayment of the Loan.

In each contract entered into with suppliers of goods and services to Packet Page 204
Non-Bond Funded Loan Agreement Exhibit A [Insert Loan Number] Rev. June 9, 2017 GKLFEB Page 5 of 9 [Insert Recipient Name] install, conduct, or operate the Project, including management services, the Borrower shall include terms which allow any officer or agent of the Energy Commission or the State access to the Project site and to any books, documents, or records directly relevant to the Project.

F. If, prior to final repayment of the Loan, the Borrower sells the equipment or material installed with the proceeds of the Loan or sells the building, facility or system in which the Project has been implemented, then the Borrower shall apply the sale proceeds to repay any remaining balance due under this Agreement in full at the time of such sale. The Borrower shall notify the Energy Commission within five business days of the date on which the Borrower enters into an agreement to effect such transaction. The Borrower shall repay the Energy Commission within 30 calendar days of receiving an invoice from the Energy Commission for the balance due.

G. In accordance with Section 25415 of the Energy Conservation Assistance Act, the Borrower covenants to take such action as may be necessary to include all payments due hereunder in its annual budget and to make the necessary annual appropriations for all such payments. The obligation of the Borrower to make such payments shall be limited to the savings realized by the Borrower as a result of implementing the Project funded by the Loan.

10. DEFAULT
A. The Borrower’s failure to comply with any of the terms of this Agreement shall constitute a breach of this Agreement and an event of default. In such case, the Energy Commission may declare this Agreement to have been breached and be released from any further performance hereunder.

B. In the event of any default or breach of this Agreement by the Borrower, the Energy Commission, without limiting any of its other legal rights or remedies, may, to the extent permitted by law, declare the Promissory Note evidencing this Loan to be immediately due and payable.

11. TERMINATION
A. With Cause
The Energy Commission may, at its option, terminate this Agreement with cause in whole or in part, at any time prior to the funding of the Loan, upon giving five (5) days advance notice in writing to the Borrower. "Cause" includes without limitation:

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Non-Bond Funded Loan Agreement Exhibit A [Insert Loan Number] Rev. June 9, 2017 GKLFEB Page 6 of 9 [Insert Recipient Name] 1) Failure to perform or breach of any of the terms or covenants at the time and in the manner provided in this Agreement; or
2) Significant change in Energy Commission or State policy such that the work or product being funded would not be supported by the Energy Commission; or
3) Reorganization to a business entity unsatisfactory to the Energy Commission.

B. Without Cause
The Energy Commission may, at its option, terminate this Agreement without cause in whole or in part, at any time prior to the funding of the Loan, upon giving thirty (30) days advance notice in writing to the Borrower.

12. REPORTING
A. Progress reports are due each calendar quarter until Project completion.

At a minimum, Borrower shall submit progress reports in accordance with the following schedule:

PROGRESS REPORT SCHEDULE
For the Period Covering Report Due Date
January 1 through March 31 April 5th
April 1 through June 30 July 5th
July 1 through September 30 October 5th
October 1 through December 31 January 5th
B. A final report is due no later than (sixty) 60 days after Project completion.

C. The Energy Commission will not process an invoice unless the Borrower’s report submittals are up to date.

D. If requested by the Energy Commission, Borrower shall submit, within ten (10) days after the Energy Commission’s written request, a status report on its activities to date, pursuant to this Agreement.

E. Reports shall be in a format as determined by the Energy Commission.

F. The Borrower shall submit reports regarding energy savings as described in Section 9.D above.

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Non-Bond Funded Loan Agreement Exhibit A [Insert Loan Number] Rev. June 9, 2017 GKLFEB Page 7 of 9 [Insert Recipient Name]

13. GENERAL TERMS
A. Indemnification by the Borrower. The Borrower agrees to indemnify, defend, and save harmless the Energy Commission, the State, and their officers, agents, and employees from any and all claims, losses, or costs (including reasonable attorney fees) arising out of, resulting from, or in any way connected with the Loan or this Agreement, or the financing or the operation of the facilities financed with the Loan.

B. Ownership of Equipment and Material. All equipment and material acquired under this Agreement shall become the property of the Borrower at time of purchase. The Borrower shall obtain and maintain in its records a written waiver of all claims, other than those previously made in writing and still unsettled, from each contractor who supplies goods and services, including management services, in connection with the Project.

C. Independent Capacity. The Borrower, and the agents and employees of the Borrower, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the Energy Commission or the State of California.

D. Assignment. Without the written consent of the Energy Commission, this Agreement is not assignable or transferable by the Borrower either in whole or in part. The Energy Commission may assign its rights under this Agreement for security purposes, and in such event the assignee of this Loan Agreement, including the bond trustee of any bonds which may be secured by repayment of this Loan, shall be entitled to enforce the provisions hereof and shall be a third party beneficiary of this Agreement.

E. Time of the Essence. Time is of the essence in this Agreement. Borrower is required to take timely actions which, taken collectively, move to completion of the purpose for which this Loan was awarded. The Commission Project Manager will periodically evaluate the progress toward completion. If the Commission Project Manager determines that the Borrower is not progressing toward completion within one (1) year after the effective date of this Agreement, the Commission Project Manager may, without penalty or prejudice to any of the Energy Commission’s other remedies, terminate this Agreement.

F. Amendment. No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.

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Non-Bond Funded Loan Agreement Exhibit A [Insert Loan Number] Rev. June 9, 2017 GKLFEB Page 8 of 9 [Insert Recipient Name] G. Severability. In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

H. Governing Law and Venue. This Agreement is governed by and shall be interpreted in accordance with the laws of the State of California. Venue shall be in Sacramento County.

I. Non-discrimination. During the performance of this Agreement, the Borrower and its contractors and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and family care leave. The Borrower and its contractors and subcontractors shall insure the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. The Borrower and its contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this agreement by reference and made a part hereof as if set forth in full. The Borrower and its contractors and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. The Borrower and its contractors shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

J. Incorporation of Energy Conservation Assistance Act. The Energy Conservation Assistance Act, together with any applicable rules, regulations or procedures authorized by such statute, is incorporated by reference in this Agreement.

K. Borrower Authorization. The Borrower certifies it has full power and authority to enter into this Agreement, and this Agreement has been duly authorized, executed and delivered by the Borrower. The Borrower acknowledges the resolution of its governing body or other official action authorizing it to enter into this Agreement. The Borrower also authorizes such further acts as are necessary, including execution of the Promissory Note, to implement and further the intent of this Agreement.

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Non-Bond Funded Loan Agreement Exhibit A [Insert Loan Number] Rev. June 9, 2017 GKLFEB Page 9 of 9 [Insert Recipient Name] L. Prevailing Wage. The Borrower shall comply with Chapter 1 (commencing with Section 1720) of Part 7 of Division 2 of the Labor Code relating to the payment of prevailing wage for work performed on the Project financed in whole or in part with the proceeds of the Loan.

M. Funding Eligibility. By signing this Agreement, Borrower certifies it is eligible to receive state funding under all applicable laws, including but not limited to Chapter 2.8 “Project Labor Agreements”, of Part 1, of Division 2 of the Public Contract Code.

14. NOTICE
Any notice required to be given to the Energy Commission hereunder shall be sent to the person and address listed under Legal Notices in Exhibit G, Contacts, or at such other address as the Energy Commission may designate in writing to the Borrower. Any notice required to be given to the Borrower hereunder shall be sent to the address shown for Borrower in this Agreement, or at such other address as the Borrower shall designate in writing to the Energy Commission.

Notice to either party may be given using the following delivery methods: U.S. mail, overnight mail, or personal delivery, providing evidence of receipt, to the respective parties identified in this Agreement. Delivery by fax or e-mail is not considered notice for the purposes of this Agreement. Notice shall be effective when received, unless a legal holiday for the State commences on the date of the attempted delivery in which case the effective date shall be postponed 24 hours, or whenever the next business day occurs.

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Budget Detail Exhibit A, Attachment 1 [Insert Loan Number] Rev October 5, 2016 MPLFCIAA Page 1 of 2 [Insert Recipient Name]

EXHIBIT A
ATTACHMENT 1

BUDGET DETAIL/PROJECT COST AND SAVINGS
This Loan is made to the [Insert Recipient Name] (“Borrower”) for an energy savings Project. The Project consists of the energy efficiency measures listed in Table 1 below to be installed at the [Describe Facilities] in the [Insert City(ies) and County(ies) Where Measures to be Installed], CA.

The Table below summarizes the estimated Project cost(s), saving(s) and simple payback(s) for the Project.

TABLE 1: Summary of Project Cost and Savings:

Energy Efficiency Measures
Estimated
Total
Project
Cost
Energy
Commission
Loan
Estimated
Annual
Energy
Cost
Savings
Simple
Payback*
(Years)
[Insert EEM #1. Add additional
rows as necessary]
[Insert
EEM Cost] $00.00
[Insert
Cost
Savings]
[Insert
EEM
Payback]
TOTALS:
[Insert
Total
Project
Cost]
[Insert Loan
Amount]
[Insert
Total
Annual
Energy
Cost
Savings]
[Insert
Overall
Payback]
*The simple payback is based on the Loan amount.

The Borrower shall implement each measure listed in Table 1.

If Borrower does not complete one or more of the measures or deviates from the quantities and specifications listed in Table 1, the Commission Project Manager will calculate the maximum Loan amount supported by the Project. The Loan amount will be determined by the lesser of: 1) multiplying the annual energy cost savings by [Insert Maximum Simple Payback Period]; 2) total Project costs; or 3) approved Loan amount.

Borrower shall notify the Commission Project Manager in writing if Borrower expects any information in Table 1 to change. Energy Commission staff will advise Borrower of the procedure to approve any changes. Written documentation is required for any changes to the information included in this Attachment.

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Budget Detail Exhibit A, Attachment 1 [Insert Loan Number] Rev October 5, 2016 MPLFCIAA Page 2 of 2 [Insert Recipient Name] If the Borrower has received disbursements exceeding the maximum Loan amount supported by the Project, the Borrower shall refund the difference to the Energy Commission within 30 days of notification.

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Non-Bond Funded Promissory Note Exhibit B [Insert Loan Number] Rev. January 24, 2017 GKLFEB 1 of 3 [Insert Recipient Name]

EXHIBIT B

PROMISSORY NOTE
LOAN NUMBER: [Insert Loan #]
PRINCIPAL AMOUNT: $[Insert Loan Amt]
INTEREST RATE: [Interest Rate]%

1. For value received, the undersigned, (hereinafter referred to as the “Borrower”), promises to pay to the order of the State of California, Energy Resources Conservation and Development Commission (hereinafter referred to as the “Energy Commission”), at its principal place of business at 1516 Ninth Street, Sacramento, California 95814, or at such other place as the Energy Commission may designate the principal sum of [Spell Out Loan Amount] dollars ($[Insert Loan Amount]) or such lesser amount as shall equal the aggregate amount disbursed to the Borrower by the Energy Commission pursuant to the abovereferenced Energy Conservation Assistance Act Loan Agreement (the “Loan Agreement”) between the Borrower and the Energy Commission, together with interest thereon at the rate of Insert Interest Rate]% percent per annum on the unpaid principal, computed from the date of each disbursement to the Borrower.

Principal, together with interest thereon, is due and payable in semiannual installments as specified in the Estimated Amortization Schedule, attached hereto as Exhibit B, Attachment 1 and as amended in the Final Amortization Schedule, beginning on or before December 22 of the fiscal year following the year in which the Project is completed and continuing thereafter on each June 22 and December 22 until said principal and interest shall be paid in full. The Final Amortization Schedule, and any amended Final Amortization Schedule(s), are not attached but are expressly incorporated by reference herein.

2. Payments received will be first applied to billed interest, if any, and the balance, if any, to principal. If all principal is repaid, the balance is applied to accrued interest.

3. Payment of any scheduled installment received within thirty (30) days of the due date shall be considered to have been received on the due date. Interest on the principal portion of the payment accrues through the due date.

4. Payment of any scheduled installment received more than thirty (30) days after the due date shall be considered late. Interest on the principal portion of the payment accrues through the actual date payment is received.

5. The Borrower may prepay this Promissory Note in full or in part, without penalty.

6. In accordance with Section 25415 of the Energy Conservation Assistance Act, the Borrower covenants to take such action as may be necessary to include all payments due hereunder in its annual budget and to make the necessary annual appropriations for all such payments. The obligation of the Borrower to make Packet Page 212
Non-Bond Funded Promissory Note Exhibit B [Insert Loan Number] Rev. January 24, 2017 GKLFEB 2 of 3 [Insert Recipient Name] such payments shall be limited to the savings realized by the Borrower as a result of implementing the Project funded by the Loan.

7. If any installment is not paid within thirty (30) days after its due date, the Energy Commission, at its option, may require the Borrower to pay a late charge equal to five percent (5%) of the amount of the installment or Five Dollars ($5.00), whichever is greater.

8. On the occurrence of any event of default, the Energy Commission, at its sole election and without limiting any of its other legal rights or remedies, may, to the extent permitted by law, declare all or any portion of the principal and accrued interest on this Promissory Note to be immediately due and payable and may proceed at once without further notice to enforce this Promissory Note according to law.

9. Each of the following occurrences shall constitute an event of default:

A. Failure of the Borrower to repay any principal or interest when due under the terms of this Promissory Note;
B. Termination of the Loan Agreement pursuant to the terms thereof or breach by the Borrower of any terms of said Loan Agreement; C. Failure of the Borrower to undertake in a timely way the express and implied activities for which said Loan Agreement has been executed; D. Failure of the Borrower to obtain prior written Energy Commission approval before undertaking a change in the scope of the activities for which said Loan Agreement has been executed; or
E. Occurrence of: (1) the Borrower becoming insolvent or bankrupt or being unable or admitting in writing its inability to pay its debts as they mature or making a general assignment for the benefit of or entering into any composition or arrangement with creditors; (2) proceedings for the appointment of a receiver, trustee, or liquidator of the assets of the Borrower or a substantial part thereof, being authorized or instituted by or against the Borrower; or (3) proceedings under any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law, or any jurisdiction being authorized or instituted against the Borrower.

10. No delay or failure of the Energy Commission in the exercise of any right or remedy hereunder or under any other agreement which secures or is related hereto shall affect any such right or remedy, and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof, and no action taken or omitted by the Energy Commission shall be deemed a waiver of any such right or remedy.

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Non-Bond Funded Promissory Note Exhibit B [Insert Loan Number] Rev. January 24, 2017 GKLFEB 3 of 3 [Insert Recipient Name]

11. Any notice to the Borrower provided for in this Promissory Note shall be given by mailing such notice by certified mail, return receipt requested, addressed to the Borrower at the address stated in the Loan Agreement, or to such other address as the Borrower may designate by notice to the Energy Commission. Any notice to the Energy Commission shall be given by mailing such notice by certified mail, return receipt requested, to the Energy Commission at the address stated in the Loan Agreement, or at such other address as may have been designated by notice to the Borrower.

12. If suit is brought to collect any part of this Promissory Note, the Energy Commission shall be entitled to collect all reasonable costs and expenses of said suit and any appeal therefrom, including reasonable attorney’s fees.

13. This Promissory Note shall be binding upon the Borrower and its permitted successors and assigns and upon the Energy Commission and its permitted successors and assigns. Without the written consent of the Energy Commission, this Promissory Note is not assignable or transferable by the Borrower either in whole or in part. The Energy Commission may assign its rights under this Promissory Note for security purposes, and in such event the assignee of this Promissory Note, including the bond trustee of any bonds which may be secured by repayments of this Promissory Note, shall be entitled to enforce the provisions hereof and shall be a third party beneficiary of this Promissory Note.

14. This Promissory Note shall be construed and enforced in accordance with the laws of the State of California.

Insert Recipient Name

BORROWER

PRINTED NAME OF AUTHORIZED

REPRESENTATIVE

AUTHORIZED SIGNATURE
TITLE
DATE
Packet Page 214
Estimated Amortization Exhibit B, Attachment 1 [Insert Loan Number] Rev. August 1, 2013 GKAFLFMS Page 1 of 1 [Insert Recipient Name]

EXHIBIT B
ATTACHMENT 1

ESTIMATED AMORTIZATION SCHEDULE
Packet Page 215
Contacts Exhibit C [Insert Loan Number]
Rev. August 1, 2013 GKAFLFMS Page 1 of 1 [Insert Recipient Name]

EXHIBIT C

CONTACTS
Energy Commission Project Manager:
(Name)
California Energy Commission
1516 Ninth Street, MS - 23
Sacramento, CA 95814
Phone: (916)
Fax: (916)
e-mail:

Borrower Project Manager:
(Name)
(Contractor Name)
Address
Phone:

Fax:
e-mail:

Energy Commission Loan Officer:

Gordon Kashiwagi
California Energy Commission
1516 Ninth Street, MS - 18
Sacramento, CA 95814
Phone: (916) 654-5131
Fax: (916) 654-4423
e-mail: [email protected]
Borrower Administrator:
(Name)
(Contractor Name)
Address
Phone:

Fax:
e-mail:

Energy Commission Accounting Officer:

Molly Zhong
California Energy Commission
1516 Ninth Street, MS - 2
Sacramento, CA 95814
Phone: (916) 653-8555
Fax: (916) 653-1435
e-mail: [email protected]
Borrower Accounting Officer:
(Name)
(Contractor Name)
Address
Phone:

Fax:
e-mail:

Energy Commission Legal Notice:

Rachel Grant Kiley
Grants and Loans Manager
1516 9th Street, MS-18
Sacramento, CA 95814-5512
Phone: (916) 654-4379
Fax: (916) 654-4076
e-mail: [email protected]
Packet Page 216
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK AUTHORIZING THE CITY MANAGER TO

EXECUTE AN ENERGY SERVICES CONTRACT WITH

SYSERCO ENERGY SOLUTIONS FOR THE FOR ENERGY

EFFICIENCY IMPROVEMENTS TO CITY-OWNED

STREETLIGHTS PURSUANT TO CALIFORNIA
GOVERNMENT CODE SECTION 4217.10 ET SEQ. AND

AUTHORIZING AN AMENDMENT TO BIENNIAL BUDGET
WHEREAS, it is the policy of the State of California and the intent of the State Legislature to promote all feasible means of energy conservation and all feasible uses of alternative energy supply sources; and
WHEREAS, California Government Code Section 4217.10 et seq. authorizes a public agency to utilize any procurement process to contract for energy services if its governing body determines, at a regularly scheduled public hearing, public notice of which is given at least two weeks in advance, that the contract is in the best interests of the agency and that anticipated cost to the agency for the energy services project will be less than the anticipated marginal cost to the agency of electrical energy that would have been consumed by the agency in the absence of the energy services contract; and
WHEREAS, the City of Newark desires to reduce energy consumption on City-owned streetlights; and
WHEREAS, in June 2022, staff issued a Request for Qualifications (RFQ) for an energy services contractor; and
WHEREAS, as a result of the RFQ, the City received seven proposals; and WHEREAS, based on staff’s evaluation Syserco Energy Solutions was determined to be the most qualified firm for the project; and
WHEREAS, Syserco Energy Solutions has conducted a detailed streetlight audit and energy analysis; and
WHEREAS, based on the streetlight audit and energy analysis SES developed an energy services proposal for an amount not-to-exceed $1,598,265 to upgrade the City’s existing highpressure sodium (HPS) streetlights to light emitting diode (LED) technology; and WHEREAS, the first year annual utility savings are estimated to be $218,757 and based on a 4% estimated annual utility cost increase, the 15-year net savings for these upgrades is projected to be $4,551,722; and
WHEREAS, staff recommends amending the 2022-2024 Biennial Budget and Capital Improvement Plan to appropriate $1,598,265 to Project 1354, which will later be reimbursed upon receipt of the loan disbursement; and
Packet Page 217
WHEREAS, the debt payments for the loan will be paid from the general fund using the energy cost savings realized from Project 1354; and
WHEREAS, the City conducted a noticed public hearing on April 13, 2023 pursuant to California Government Code Section 4217.12 to consider entering into an energy service contract with Syserco Energy Solutions with public notice of this hearing being provided at least two weeks prior to the date of the hearing;
WHEREAS, the proposed agreement is exempt from the California Environmental Quality Act (CEQA), pursuant to 15301 of the CEQA Guidelines, because the project consists of upgrades to existing lights. .

NOW THEREFORE, BE IT RESOLVED that the City Council hereby finds, pursuant to California Government Code Section 4217.12, that the terms of the contract with Syserco Energy Solutions are in the best interests of the City and that anticipated cost of the conservation services provided by the alternative energy equipment will be less than the anticipated marginal cost of energy that would have been consumed in the absence of the project.

BE IT FURTHER RESOLVED that the City Council herby authorizes the City Manager to execute the Energy Services Contract with Syserco Energy Solutions in an amount not-toexceed $1,598,265 in a form approved by the City Attorney.

BE IT FURTHER RESOLVED that the City Council of the City of Newark hereby authorizes an amendment to the 2022-2024 Biennial Budget and Capital Improvement Plan by appropriating $1,598,265 as follows:

FROM:

Description Account Amount
CIP Fund Balance 610.3000 $1,598,265
TO:

Description Account Amount
CIP Project 001354 – 610.90.094.6221.CIP001354 $1,598,265 LED Streetlight Upgrade
Packet Page 218
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK AUTHORIZING THE CITY MANAGER TO APPLY

FOR AN ENERGY EFFICIENCY LOAN FROM THE

CALIFORNIA ENERGY COMMISSION TO IMPLEMENT
ENERGY EFFICIENCY MEASURES; AND SHOULD THE

LOAN BE APPROVED EXECUTE ANY RELATED LOAN

DOCUMENTS
WHEREAS, The California Energy Commission provides loans to schools, hospitals, local governments, special districts, and public care institutions to finance energy efficiency improvements.

NOW THEREFORE, BE IT RESOLVED that the City Council of the City of Newark herby authorizes the City Manager to apply for energy efficiency loan from the California Energy Commission to implement energy efficiency measures.

BE IT FURTHER RESOLVED that in compliance with the California Environmental Quality Act (CEQA), the City Council finds that the activity funded by the loan is exempt under 15301 because the project consists of upgrades to existing lights.

BE IT FURTHER RESOLVED that if recommended for funding by the California Energy Commission, the City Council authorizes the City of Newark to accept a loan up to $1,598,265.

BE IT FURTHER RESOLVED that the amount of the loan will be paid in full, plus interest, under the terms and conditions of the Loan Agreement, Promissory Note and Tax Certificate of the California Energy Commission.

BE IT FURTHER RESOLVED that the City Manager or his designee is hereby authorized and empowered to execute in the name of the City of Newark all necessary documents to implement and carry out the purpose of this resolution, and to undertake all actions necessary to undertake and complete the energy efficiency projects.

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