Pleasanton City Council
December 19, 2023

City of Pleasanton - Sun Ridge Systems, Inc.Page 2
Section 5. Invoices. Invoices shall be sent to:
________________________
________________________
________________________
Upon receipt of the invoice, the City shall verify that the invoice has been properly prepared and that the conditions of payment have been fulfilled. If the payment conditions have been fulfilled, the invoice shall be processed and paid by the City within thirty (30) days after the City’s receipt thereof.

In addition to any other amounts for which City is liable under this Agreement, City agrees to pay to Sun Ridge a late charge equal to one percent (1%) of the amount due if City fails to pay Sun Ridge any amount that is due and owing pursuant to this Agreement within sixty (60) days after City’s receipt of an invoice from Sun Ridge. In addition, any invoiced amounts that are due and owing under this Agreement which City fails to pay to Sun Ridge within ninety (90) days after City’s receipt of an invoice from Sun Ridge shall thereafter bear interest at the rate of twelve percent (12%) per annum or the highest interest rate allowed by applicable law, whichever is less.

Section 6. Term of Agreement. Unless terminated earlier in accordance with the provisions of this Agreement or applicable law, the term of this Agreement (“Term”) shall be from the date shown on the first page of this Agreement through completion of the Project. Completion of the Project means the installation by Sun Ridge of all of the Software, the completion by Sun Ridge of all training and other Services and the payment by the City to Sun Ridge of the entire Contract Amount. The Project schedule is to be separately generated and agreed to between the parties. Notwithstanding the foregoing, the License described in Section 9 below will remain in effect until it is terminated pursuant to Section 9.

Section 7. Warranty/Disclaimer of Liability.
a. Sun Ridge warrants that upon delivery the Software substantially conforms to its Documentation and is free from defects that will materially impair its use. The City’s sole and exclusive remedy for breach of this warranty will be repair or replacement of the Software. Sun Ridge will make reasonable efforts to correct errors in the Software, but does not warrant that the Software is error-free or will perform without interruption. The City has relied solely upon its own investigation and judgment in selecting the Software and not upon any representations or promises of Sun Ridge except as may be expressly stated in this Agreement. b. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER

WARRANTIES PERTAINING TO THE SOFTWARE, EXPRESS OR IMPLIED, AND SUN RIDGE

SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
c. IN NO EVENT WILL SUN RIDGE BE LIABLE FOR LOST

BUSINESS, DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER

CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING

NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) ARISING OUT OF THE QUALITY, CONDITION OR USE OF THE SOFTWARE OR ANY OTHER PART OF THE PRODUCT. IN

NO EVENT WILL SUN RIDGE BE LIABLE FOR ANY AMOUNT WHICH EXCEEDS THE AMOUNT PAID BY THE CITY FOR THE PRODUCT.

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Section 8. Final Acceptance. For thirty (30) days from the beginning of Agency’s Operational Use of the Software or forty (40) days after the completion of installation and training by Sun Ridge, whichever comes first (the “Test Period”), Agency shall test the system for defects and anomalies. “Operational Use” is defined as the Agency’s use of the Sun Ridge Software in the course of the Agency’s daily business activities. During the Test Period, Sun Ridge shall address and attempt to resolve issues with the Software identified by Agency under the Software Support Services Agreement (Exhibit C). At the end of the Test Period, Agency shall accept or reject the Software as follows:
a. If the City determines that the Software is performing to its satisfaction it shall immediately provide written notice to Sun Ridge of final acceptance of the Software (“Final Acceptance Notice”). Any remaining issues with the Software shall be covered as part of the original cost of the system and handled as maintenance items under the Software Support Services Agreement (Exhibit C).
b. If the City decides to not accept the Software, then it must so notify Sun Ridge in writing within five (5) calendar days after the end of the Test Period (a “Rejection Notice”). If a Rejection Notice is given, this Agreement shall be automatically terminated and all payments already made by the City to Sun Ridge, less the cost of project management, installation and training services provided up to the date of termination shall be returned to the City by Sun Ridge within thirty (30) days after receipt of the notice. In the event that the amount of Year 1 of the Lease-Purchase Payment Schedule provided in Section 4 is less than the total amount of the cost of project management, installation, data conversion and training services provided up to the day of termination, Sun Ridge will provide to the City an invoice in the amount of the difference. The terms of Section 11 and all other provisions of this Agreement that expressly survive such termination shall apply.
c. If City fails to provide a Final Acceptance Notice or a Rejection Notice within five (5) calendar days after the end of the Test Period, then City’s final acceptance of the Software shall be considered to have occurred and City and Sun Ridge shall proceed as described in section 8.a above.

Section 9. Software License. Subject to the terms, conditions, limitations and restrictions set forth in this Agreement, Sun Ridge grants to the City a nonexclusive and non- transferable license, effective upon the City’s Final Acceptance of the Software pursuant to Section 8 above, to use the Software in connection with the City’s normal and customary daily operations substantially as they exist as of the date of commencement of the Term as described below (the “License”). The City shall acquire no ownership or other rights in or to the Software except for the License granted hereunder, and title to the Software shall at all times remain with Sun Ridge.
a.The following additional terms, conditions and limitations apply to the License:
i.The City may use the Software on all computers in the City’s agency and in any other agencies explicitly agreed to in writing by Sun Ridge; ii.The City may make a copy of the Software for backup or modification purposes only in support of the City’s authorized use of the Software hereunder as Sun Ridge has expressly authorized; and
iii.No one using the Software, and no one for whose benefit the Software is being used, shall sublicense, resell, distribute, market, provide or otherwise make available the Software or any part or copies thereof to any third party.

City of Pleasanton - Sun Ridge Systems, Inc.Page 4
iv. The City shall not transfer, use, or export the Software in violation of any applicable laws, rules, or regulations of any government or governmental agency. v. The City shall not use the Software to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component.
vi. The City shall not embed the Software in any third-party applications, unless expressly permitted under this Agreement or otherwise authorized in writing in advance by an authorized officer of Sun Ridge.
vii.The License granted under this Agreement shall apply only to the object code for the Software. No one using the Software, and no one for whose benefit the Software is being used, shall have the right to use or have access to the source code for the Software, and neither the City nor anyone using the Software pursuant to this License will modify, change, merge, adapt, translate, reverse engineer, decompile, disassemble or prepare derivative works based upon the Software.
viii.The City acknowledges that the Software and the
Documentation constitute trade secrets of Sun Ridge. The City agrees to maintain the confidentiality of the Software and the Documentation, and shall take commercially reasonable steps to preserve that confidentiality pursuant to Section 12 of this Agreement. b.The term of the License shall commence upon Final Acceptance of the Software by the City, and shall continue until the License is terminated as provided below. i.Sun Ridge may immediately terminate the License in the event of any failure by the City to comply with the terms or conditions of this Agreement by giving written notice of such termination to the City. In the event the City has leased the Software from Sun Ridge, the License will terminate automatically upon termination of the lease. Upon such termination, the City shall immediately cease further use of the Software and will cause all copies of the Software to be destroyed or returned to Sun Ridge. ii.The City may terminate the License at any time by giving written notice thereof to Sun Ridge and by destroying or returning to Sun Ridge all copies of the Software. The City acknowledges and agrees that any election by the City to terminate the License hereunder will not entitle the City to any refund of amounts paid or compensation of any kind from Sun Ridge. Upon such termination, the City shall immediately cease further use of the Software and will cause all copies of the Software to be destroyed or returned to Sun Ridge. iii.Upon any termination or expiration of the License, an authorized representative of the City shall certify in writing to Sun Ridge that all copies of the Software and the Documentation which were the subject of the License have either been destroyed or returned to Sun Ridge as required above.
iv.The provisions of Sections 7 and 11 through 13, inclusive, shall survive the expiration or termination of this Agreement. c.Sun Ridge may, at its option, release updates to or new versions of the Software. If the City elects to obtain any update or new version of the Software, the use of such update or new version will be subject to the terms and conditions of this Agreement.

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d.Except as expressly provided in this Agreement, Sun Ridge retains all intellectual property rights and other rights to the Software, Documentation (as defined below), and the source code for the Software.

Section 10. Indemnity and Insurance.
a.Sun Ridge agrees to indemnify, defend, and hold harmless the City and its officers, directors, shareholders, employees, and agents (the “City Indemnified Parties”) from any and all claims, demands, liabilities, and costs, including attorney’s fees (“Claims”), arising out of or relating to (i) any actual infringement of a third-party’s intellectual property rights or (ii) the negligence or willful misconduct of any employee or agent of Sun Ridge occurring during or as a result of Sun Ridge’s performance of its obligations hereunder, provided that Sun Ridge shall have no indemnity or other obligations to the City hereunder to the extent any such Claims arise from or are the result of the negligence or other fault of the City or its employees, agents or other contractors nor shall the foregoing indemnity and hold harmless obligations of Sun Ridge extend to or cover any Claims arising from or relating to claims of defects or errors in the Software or the City’s use or inability to use the Software. This indemnity obligation shall survive the expiration, cancellation or termination of this Agreement. Notwithstanding the foregoing, the City expressly waives, releases, and agrees that neither Sun Ridge nor Sun Ridge’s officers, directors, shareholders, employees, agents and affiliates shall have any liability for any individual’s or entity’s lost business, direct damages, incidental or consequential damages, or any other Claims arising out of or related to the use or implementation of the Software. b.During the term of this Agreement, Sun Ridge shall comply with the following insurance requirements:
i.Workers’ Compensation. Sun Ridge shall fully comply with the terms of the law of California concerning workers’ compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability Sun Ridge may have for workers’ compensation. Said policy shall also include employer’s liability coverage of $1,000,000 per accident for bodily injury or disease. ii.General Liability Insurance. Sun Ridge shall obtain at its sole cost and keep in full force and effect during the term of this Agreement commercial general liability insurance in the amount of $1,000,000 per occurrence for bodily injury, and property damage personal injury; coverage includes products and completed operations,. Said insurance shall provide (1) that the City, its officers, and employees shall be included as additional insureds under the policy, and (2) that the policy shall operate as primary insurance, and non-contributory. iii.Automobile Liability Insurance. Sun Ridge shall obtain at its sole cost and keep in full force and effect during the term of this Agreement business automobile liability insurance in the amount of $1,000,000 combined single limit per occurrence for bodily injury and property damage. Said insurance shall provide (2) that the policy shall operate as primary insurance, and non-contributory.
iv.Certificates of Insurance. Sun Ridge shall file with City upon the execution of this Agreement, certificates of insurance which shall provide that no cancellation, major change in coverage, expiration, or nonrenewal will be made during the term of this agreement, without thirty (30) days written notice to the City prior to the effective date of such cancellation, or change in coverage.

Section 11. Termination Rights. Either party may terminate this Agreement upon material breach of any of the terms of this Agreement by the other Party, after first giving the other party written notice of such breach and thirty (30) days to cure. If the breaching party does not

City of Pleasanton - Sun Ridge Systems, Inc.Page 6
cure the breach within the allotted time, the Agreement will be terminated. Upon Termination, each party will return, delete, or destroy any copies, whether tangible or electronic, of Confidential Information obtained from the other party pursuant to this Agreement, including but not limited to any Documentation and any Confidential Information stored on any equipment that may be returned, and certify to the other party in writing within five (5) business days of the termination date that it has done so.

Section 12. Confidential Information. “Confidential Information” means any and all confidential information of a party to this Agreement that is not generally known to or by members of the public, including but not limited to businesses that compete with such a party, including but not limited to the Software and the Documentation pertaining thereto. Confidential Information shall not include information that is now or becomes part of the public domain, is required by applicable law to be disclosed, was already known by the receiving party at the time of disclosure, is independently developed by the receiving party without any use of Confidential Information, or is lawfully obtained from a third party. “Documentation” means those visually readable materials developed by or for Sun Ridge for use in connection with the Software, in either written or electronic form.

Each party agrees to protect the other party’s Confidential Information. Confidential Information will not be used or disclosed except as authorized by the providing party. Confidential Information will be disclosed to employees of the receiving party only on a “need to know” basis and only after such employees are informed of the confidential nature of the information and obligated to maintain confidentiality.

If a party or any party acting on its behalf is required to disclose by order of a court of competent jurisdiction, administrative agency or governmental body, or by subpoena, summons or other legal process, or by law, rule or regulation, or by applicable regulatory or professional standards to produce Confidential Information, that party shall promptly (and prior to such disclosure) notify the other party in writing of such demand or requirement whereupon the parties shall cooperate and take all reasonable acts (without significant cost or expense to the notifying party) to exhaust the legal avenues available to maintain the confidentiality of such Confidential Information, unless the party whose Confidential Information is at issue consents to the production and disclosure of such Confidential Information. In all events, only that portion of the Confidential Information specifically requested by the tribunal or person compelling such disclosure shall be provided and no interpretation or analysis of such data prepared for the purpose of such disclosure shall be disclosed unless approved the party whose Confidential Information is at issue or required by law.

Section 13. General Terms.
a. Governing Law. This Agreement will be construed by and enforced in accordance with the laws of the state of California. b. Arbitration. If a dispute arises from or related to this Agreement or the breach of this Agreement and if such dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation to be held in Sacramento, California, under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this Agreement, or breach of this Agreement, shall be settled in arbitration to be held in Sacramento, California. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association, and the parties shall be allowed discovery in accordance with the California Code of Civil Procedure. If Sun Ridge and the City cannot jointly select a single arbitrator to determine the matter, one arbitrator shall be chosen by each of Sun Ridge and the City (or, if a party fails to make a choice, by the American Arbitration Association on behalf of such party) and the two arbitrators so chosen will select one additional arbitrator.

City of Pleasanton - Sun Ridge Systems, Inc.Page 7
The decision of the single arbitrator jointly selected by Sun Ridge and the City, or, if three arbitrators are selected, the decision of any two of them will be final and binding on the parties and the judgment of a court of competent jurisdiction may be entered on such decision. The prevailing party shall be entitled to recover reasonable fees and expenses resulting from any arbitration proceeding.
c. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, such finding shall not affect the validity, legality, or enforceability of the remaining provisions.
d. Assignment. Parties may not transfer, assign, or sublicense this Agreement, any license hereunder, or any of its rights or duties hereunder to any other person, site or corporation without the prior written consent of the other party. Any attempted transfer, assignment, or sublicense made without prior written consent shall be completely void. e. Notice. Any notice requested or permitted to be given hereunder shall be sent prepaid, certified mail, return receipt requested, and shall be deemed to have been given on the third (3rd) business day after mailing to the other party as follows: to the City at the address indicated in the initial paragraph of this Agreement or to Facsimile No. ______________________; to Sun Ridge Systems at P.O. Box 5071, El Dorado Hills, CA 95762, Facsimile No. (530) 672-2385. Notices may be given by facsimile transmission to such number as may be specified by the party for such purpose and shall be deemed to have been given when transmitted to such number with confirmation of a successful transmission. f. Independent Contractors. The parties to this Agreement shall constitute independent contractors. Nothing in this Agreement shall be construed as establishing any employment, partnership, joint venture or similar arrangement between the parties, and no party has any authority to commit any other party to any obligation to any other person or entity, unless expressly agreed to in writing signed by such party. g. Force Majeure. Sun Ridge shall not be responsible for interruption of, interference with, diminution of, or suspension of any of its products or services, including performance failure, which are caused by strike, lockout, riot, epidemics, war, government regulation, fire, flood, natural disaster, acts of God, utility failures, losses or injuries arising directly or indirectly from criminal acts, negligent acts of others, malfunctions or inadequacies of equipment or service not directly within the control of Sun Ridge. h. Authorization/Entire Agreement/Modification. This Agreement will be effective upon signing by the City and Sun Ridge. This Agreement is the complete and final Agreement of the parties relating to the subject of this Agreement and it replaces and supersedes any prior or contemporaneous oral or written understandings or agreements. No alteration or variation to the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto.

City of Pleasanton - Sun Ridge Systems, Inc.Page 8
This Agreement has been executed by the parties hereto, from the date shown on the first page.

SUN RIDGE SYSTEMS, INC.

By:
__________________________________
Carol Gomes Jackson
Its: President

CITY OF PLEASANTON
By:
__________________________________
Gerry Beaudin
Its: City Manager

City of Pleasanton - Sun Ridge Systems, Inc.Page 9
Exhibit A Scope of Work
Section 1 – Software Licenses
The City has purchased the following software licenses:
• RIMS Computer Aided Dispatch Software
• RIMS Records Management Software
• RIMS Mobile Computer Software
• iRIMS Law Mobile App Software
• RIMS In-Station Mapping Software
• RIMS Mobile Mapping Software
• RIMS Property Room Bar Coding Software
• RIMS Citizen RIMS Public Access Software
• RIMS Collaborate Data Sharing Software
• RIMS Officer Training Management Software
The City has purchased the following RIMS interface software:
• RIMS E911 Link
• RIMS State Link (CLETS) Software
• RIMS Text Paging Software
• RIMS AutoCite (Crossroads) Import Software
• RIMS Body Camera (AXON) Link Software
• RIMS CopLogic (LexisNexis) Import Software
• RIMS to Crossroads Accident Import Software
Section 2 - Project Schedule
Upon execution of the Agreement, Sun Ridge and the City shall define a mutually agreed on project schedule.

Section 3 – Hardware/Equipment
Sun Ridge is providing one (1) Worth Data Bar Code Scanner.

Section 4 – Third-Party Software
Sun Ridge is providing no Third-Party software.

Section 5 - Installation
Sun Ridge will install all Sun Ridge provided Software on City provided servers and will provide instruction to the City staff on how to install the client workstation Software and Mobile/App Software. The City’s servers and workstations (including desktop and laptop computers as well as Android and/or iOS devices) shall meet the minimum specifications set forth in Section 13.

Access to the City supplied servers shall be via unattended remote access using a product called

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Bomgar by Beyond Trust, provided by Sun Ridge. As part of installation, Sun Ridge will setup a basic system backup process to local disks.

Section 6 – Configuration
Sun Ridge will provide the following sessions to the City’s designated RIMS Administrators:

RIMS Configuration and Setup: Consists of up to 16 hours conducted via phone and/or remote access. The City’s “RIMS Administrators” will be instructed on how to configure RIMS to most closely meet the desired operational procedures of the City. In some cases, the RIMS Administrators may find that modifying existing procedures may be desired in order to take full advantage of RIMS functionality. Discussions will include:
• Customization of drop-down menu choices for 200+ fields • The City’s dispatch operational decisions
• The City’s records management operational decisions
• Paper flow vs paperless vs less paper for records
• Selection of case format type
• Review of data conversion processes and implementation, including reviewing data and starting data translations if converted data is available at the time the session is scheduled
Section 7 - Map Engineering Services
Sun Ridge will provide map engineering services assuming an ESRI-based map source. This process involves the City supplying an ERSI street centerline file (and layers) to Sun Ridge so that Sun Ridge can build maps for use by the RIMS mapping software products.

Section 8 – Street File (aka “Geofile”) Load
The City and Sun Ridge will work together to determine the best street file source. One “load” of this source file into RIMS is included in the scope. If the City determines that additional iterations of the street file are to be loaded (due to updates or corrections) or determines an alternative source for the street file is preferred, Sun Ridge may charge additional fees for the additional loading.

Section 9 - Integration.

Sun Ridge will provide RIMS sided interfaces for all third-party software applications listed in Section 1 above. The City must coordinate with third-party vendors to complete and test their portion of the interface.

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Section 10 - Training
Sun Ridge is providing “end user” training all of which shall be conducted on-site at a City provided location(s). Training days are contiguous, including weekends. Class times are 0800 to no later than 1700. Sun Ridge will provide a training plan at least 30 days prior to the first training session, generally following the parameters and total number of classes set forth in the chart below but with the specifics mutually agreed upon by the Parties.

Sun Ridge will provide course materials/handouts in electronic format in advance of the training.

A “session” is a repeat of the same class/material.

End User Training
Subject
Sessions
Offered
Days Per
Session
Total
Days Class Size
CAD/Dispatcher 2 2 4
No more than
1 student per
workstation/10
students per
session max
Officers/Mobile Training 5 2 10
No more than
2 students per
workstation/20
students per
session max
Records 1 1 1
1 student per
workstation
(also must
attend Day 1
of Officer
Training)
Property Room 1 1 1
1 student per
workstation
(also must
attend Day 1
of Officer
Training)
Officer Training Mgmt.
(TIMS)
1 1 1 1 student per
workstation
(also must
attend Day 1
of Officer
Training)
IT Go Live Prep 1 .5 1 NA
Admin Review 1 1 1 TBD

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Section 11 - Go Live Support
Three (3) Sun Ridge staff will be on site on the day of and two (2) Sun Ridge staff will be onsite the day after go live. Staff will be onsite to answer questions and to address any system problems.

Section 12 – Data Conversion
Data conversion does not include establishing access between RIMS and the current Tyler CAD and RMS systems. The City will provide access to the data, either via a full database backup restored as a SQL database on the RIMS server or by establishing a “linked server” between the RIMS server and the requisite Tyler databases. Once Sun Ridge receives access to the data, Sun Ridge will evaluate it to determine which items may be converted into RIMS. Please note that not all data may be available or suitable for conversion. As part of Sun Ridge’s standard data conversion, we attempt to convert the following items. The following items are part of Sun Ridge’s standard data conversion:

RMS Data
People:
•Person Name (including combining duplicates based on 6-way match) •DOB
•Contact Information
•Description
•Identification Numbers
•Officer Safety Notifications
•Log Entries for Connections to Cases
•Log Entries for Citations
•Log Entries for Field Contacts
•Person Photos (if stored in the RMS and NOT a separate database or system).

Arrests:
•Arrestee
•Date/Time
•Charges
•Counts
•Offense Level
•Disposition
•Booked/Cited Out.
•Arresting Officer ID
Vehicles:
•License (including combing duplicates based on 2-way match) •License
•State
•Make
•Model
•Year
•Color

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•Type
•Log Entries for Connections to Case
• Log Entries for Field Contacts
• Log Entries for Citations.

Cases:
•Location
•Date Reported
•Date Occurred
•Classification/Type
•Offenses
•Case Dispositions
•Date of Dispositions
•Officer ID
•Persons
•Vehicles
•Narratives
•Supplements.
•Attachments to cases to include the following file types: .doc (no imbedded photos), .pdf., .jpeg.

Accident Reports (if stored in Tyler):
•Location
•Date Reported
•Date Occurred
•Classification/Type
•Offenses
•Case Dispositions
•Date of Dispositions
•Persons
•Vehicles
•Narrative
•Supplements
•CHP 555 Form and Diagram as .pdf files as part of attachments process.

Warrants (if applicable):
•Person Name
•Warrant #
•Warrant Date
•Type
•Felony/Misdemeanor
•Reason
•Court
•Judge
•Case #
•Cite
•Docket
•Ref #
•Agency
•Charges
•Comment

City of Pleasanton - Sun Ridge Systems, Inc.Page 14
•Bail Amount
•Served Date
•Returned Date
•Returned Reason
•Recalled Date
•Recalled Reason.

Property in Cases:
•Category
•Article
•Status
•Description
•Brand
•Model
•Item #
•Property Code
•Locations
•Value-stolen
•Recovered
•Damage
•Officer .

Premises:
•Common Place Name
•Address
•Contract Person
•Contract Phone Number
•Alarm.

Streets (if electronic street file is available):
•Street Name
•Intersections (with block ranges).

Officer:
•Name
•ID
Users:
•Name
•ID
CAD Data
•Incidents:
•Incident Number
•Call Times
•Priority
•Incident Location
•Grid
•Caller Name/Telephone Number
•Complaint Type
•Caller Location

City of Pleasanton - Sun Ridge Systems, Inc.Page 15
•How Received
•Comments
•Call Category
•Internal Response Area
•OCA Case Number
•Call Reference
•Fire Grade
•Subject Data
•Vehicle Data
•Tract
•ESN
•Alternate Phone Number
•Call Taker
•Position
Officers:
•Name
•ID
Premises: (same as RMS)
Premise History:

Summary of Incidents by Incident Location
Streets: (same as RMS)
Third-party Property Room data conversion is not included.

Attachments stored in separate databases are not included.

Data conversion is an iterative process and requires the City to review converted data as soon as it is loaded and report any errors found to Sun Ridge. The City must identify at least two people to be part of a data conversion review team. This data conversion review team shall promptly review the converted data once it is loaded into RIMS, identify any problems with the converted data, and report those problems to Sun Ridge in an organized manner.

Sun Ridge will then correct the reported errors, re-run the conversion, reload it onto your system and ask the data conversion review team to review the data again. The cycle is repeated as often as is necessary to ensure that the data conversion is as complete and correct as possible. To assist you with the review process, Sun Ridge will have trainers available via phone and remote access to guide the City. Sun Ridge staff are NOT responsible for reviewing or identifying errors in the converted data.

They are responsible for facilitating the process with your staff. If during the course of data conversion Sun Ridge staff becomes aware of any error or defect in the data conversion process or the data itself, Sun Ridge staff will notify the City data conversion review team of such error or defect. and if possible, will correct the identified error and reload it onto the City system.

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In addition to the continued review of the data for the duration of the project via phone and remote access, there is one (1) day of on-site data conversion review sessions with the Sun Ridge’s trainer and your staff prior to system cutover.

Our data conversion specialist will work with your technical staff to determine:
1) The best format with which to provide the extracted data to the conversion specialist 2) The best method for transferring that data to the conversion engineer; and, 3) The timing for the final extract, conversion, and load of data for go live.

The City is responsible for the following:
•Coordinate and schedule resources of the City to include IT staff •Coordinate the resources of Tyler if needed to provide support for the data conversion process.

Section 13 - The City’s Responsibilities
The City is responsible for the following:
- Installation of all remaining client workstations
- Installation of all remaining mobile computers
- Installation of all remaining smartphone/tablet devices - Coordinate and schedule resources of the City to include IT staff - Identify RIMS Administrators
- Provide data communications infrastructure (network, wireless, internet, intranet) - Complete, submit and gain approval of updated DOJ CLETS application - Coordinate testing of the CLETS Message Switch
- Complete CIBRS certification (if required by DOJ)
- Contact third party vendors, and any other required third-parties, and coordinate their schedules and costs they may charge the City to provide, install and test their portion of the interface to RIMS.
- Provide Geofile (aka “street file”) source and build-out - Ensure accuracy of the geofile
- Provide initial map source file
- Ensure all user-maintained configuration and data validation tables are completed prior to the start of training
- Provide training facilities and workstations (meeting minimum workstations requirements) and ensure access to RIMS training database from the training location(s)

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- Training facilities must meet current Federal, State and local guidelines for health and safety, including those that may affect class size and physical configuration - Make paper copies of class materials and handouts provided by Sun Ridge - Schedule the City’s staff into requisite classes
- Assume any costs for staff overtime or other expenses incurred to support training schedule
- The City will allow unattended remote access (during implementation) to Sun Ridge allowing the use of Bomgar by BeyondTrust remote access software so that Sun Ridge may meet its responsibilities under this Agreement - Purchase a minimum of one (1) DYMO LabelWriter 550 Turbo Label Printer and minimum one (1) month supply of Dymo Labels # 30256 for Property Room - The City will provide the following hardware meeting the following minimum specifications:
•Database Software: Microsoft SQL Server software (Enterprise Edition) required to run the RIMS database.
•Servers: RIMS software supports a traditional hardware platform or a virtual platform. The hypervisor software products supported - VMWare, Hyper-V, and others. You will need one database server and one application server.

The application server does not require as much disk or RAM as the database server.
- Minimum Specifications (If using existing hardware) Monitor Resolution:
1920 x 1080
PC Workstations Database Server
Windows 10+ Microsoft Windows Server 2016+
4 GB RAM 16 GB RAM
Any size disk 1 TB Disk
Microsoft SQL Server 2016+
- Recommended Specifications (If purchasing new hardware) Monitor Resolution: 1920 x 1080
PC Workstations Database Server
Windows 10+ Microsoft Windows Server 2016+
8 GB RAM 32 GB RAM
Any size disk 2 TB Disk
Microsoft SQL Server 2016+

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- Minimum Specifications (If using existing PCs) - Monitor Resolution: 1920 x 1080
PC Workstations
Windows 10+
4 GB RAM
Any size disk
- Recommended Specifications (If purchasing new PCs) -
Monitor Resolution: 1920 x 1080
PC Workstations
Windows 10+
8 GB RAM
Any size disk
•Mobile Computers:
- Recommended Specifications (If purchasing new PCs)
Monitor Resolution: 1920 x 1080
Mobile Computers
Windows 10+
8 GB RAM
Any size disk
- Additional Features for Mobile Computers: Wireless-Based Modem, Virus Protection Software, 2 or more USB ports, Internet Access (for Google Maps). - Optional features for Mobile Computers: Touchscreen, Driver License Reader (USB), and Fingerprint reader by Digital Persona. • Mobile Application Specifications:

Mobile App Devices
iPhones/iPads Android
iOS v12+ Android v6 (Marshmallow)
or greater
• Property Room Specifications:
- Provide a minimum of one (1) DYMO LabelWriter 550 Turbo Label Printer - Provide a minimum one (1) month supply of Dymo Labels # 30256 for Property Room

City of Pleasanton - Sun Ridge Systems, Inc.Page 19
Exhibit B – Contract Amount
Item Price
RIMS Computer-Aided Dispatch and Records Management Software $315,000 RIMS Mobile Computer Software $94,000
RIMS In Station Mapping Software $42,000
RIMS Mobile Mapping Software $18,000
RIMS Property Room Bar Coding Software $35,000
iRIMS Law iOS/Android App Software $29,000
RIMS Citizen RIMS Public Access Software $13,000
RIMS Collaborate Data Sharing Software $14,000
RIMS Officer Training Management Software $9,000
RIMS E911 Link Software $15,000
RIMS State Link Software (CLETS) $15,000
RIMS Text Paging Link Software $7,000
RIMS AutoCite (Crossroads) Import Link Software $4,000
RIMS Body Camera (AXON) Link Software $3,000
RIMS CopLogic Import Software $5,000
RIMS to Crossroads Accident Import Link Software $2,000 Data Conversion Services $67,000
Mapping Data Engineering Services $2,500
Worth Data Bar Coding Equipment $1,700
Installation and Training $163,861
Annual Support and Updates – First Year $93,000
Annual Support and Updates – Second Year $95,800
Annual Support and Updates – Third Year $98,675
Annual Support and Updates – Fourth Year $101,635
Annual Support and Updates – Fifth Year $104,685
Total Interest - 5%/year Simple Annual Compound $85,330 California Sales Tax $174
TOTAL – CONTRACT AMOUNT $1,434,360

City of Pleasanton - Sun Ridge Systems, Inc.Page 20
Exhibit C - Support Services Agreement
This is a description of the software support, maintenance, and update/upgrade services to be provided by Sun Ridge to the City (“Licensee”) as part of a Software Support Services Agreement (“Agreement”).

This Agreement covers all RIMS public safety software (Software) licensed by the Licensee.

Under this agreement Sun Ridge agrees to provide the following services to Licensee:

1.Coverage Hours. Sun Ridge will provide a toll-free phone number and dedicated email address for support purposes during normal service hours. Normal service hours are defined as Monday- Friday, 8AM-5PM PST, except for New Year’s Day, Martin Luther King Day, Presidents Day, Memorial Day, July 4th, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, and Christmas Day (“common holidays”).

However, for instances where the Licensee’s system is completely inoperable due to a Sun Ridge software problem (“critical problems”) preventing basic system operation, service will be available 24 hours, 7 days a week, common holidays included. Examples of critical problems include:
- RIMS is down/not responding on multiple workstations - Cannot create a call for service (CAD Incident)
- Cannot issue a case number
- Unable to access NCIC
- Other issues that will not allow the user to complete critical tasks Licensee will have taken reasonable measures prior to contacting Sun Ridge’s support during non-service hours including:
- Verified that the issue is not related to just 1 workstation - Restarted the workstation in question
- Contacted in-house IT support if the issue is related to network or server errors - Verified the issue is critical enough that it cannot wait until normal support hours

2.Sun Ridge’s Response to reported problems. Sun Ridge agrees to provide service and assistance as expeditiously as possible as follows:
a. Most problems will be resolved with the initial phone call or email. b. For problems that cannot be immediately resolved, Sun Ridge will work to resolve the problem based on the severity of the problem and the urgency reported by Licensee.

City of Pleasanton - Sun Ridge Systems, Inc.Page 21
●For critical problems, Sun Ridge personnel will work with Licensee until the situation is resolved.
●For problems that are not critical problems that have a lesser though continuing impact on operations of Licensee, Sun Ridge will endeavor to provide a solution or workaround within 72 hours of the problem being reported to Sun Ridge by the Licensee. ●For other problems Sun Ridge may, at its discretion, either issue a near term "fix release" of the product or include the fix in the next scheduled product update.

3.Licensee equipment and software responsibilities. Licensee agrees to allow Sun Ridge to remotely connect to Licensee’s system when a problem is reported. Sun Ridge uses BeyondTrust remote access software for secure installation and follow-on support services. BeyondTrust software provides superior security and does so over an ordinary internet connection via a Sun Ridge server that hosts a BeyondTrust security hardware device.

If Licensee does not allow unattended access, the Sun Ridge response to a service request may be delayed until a responsible party of the Licensee allows access. Once remote access is obtained, Sun Ridge will examine data files, investigate reported problems, and provide updates and corrections as necessary.

4.Provision of software updates. Sun Ridge will provide all new enhanced and updated versions of software licensed to Licensee at no additional cost. This software will be provided with detailed installation instructions for installation by Licensee. If desired, Licensee may retain Sun Ridge to perform any installation at additional cost to be determined on a per case basis. Updates are distributed via download from the Sun Ridge’s ftp web site. Sun Ridge will not be obligated to provide service for release versions that are more than two annual release versions older than the current release.

5.Term. The term of support services shall be one year shall be annually renewed for another year upon payment of invoice. Payment for the year is due in advance the day the services begin. Non- payment of the support invoice within 60 days shall be cause for terminating or suspending the support services at the discretion of Sun Ridge.

6.Termination. Licensee may terminate support services with or without cause upon ninety (90) days written notice to Sun Ridge. If terminated, Licensee is entitled to a prorated refund for the service days not consumed beginning on the last day of the month the written notice is received by Sun Ridge to the end of the remaining term of the Agreement.

7.Limitations. Sun Ridge agrees to provide support only for public safety application software provided by Sun Ridge. Other software used by Licensee (word processing, spreadsheet, etc.) is not included in this Agreement. PC and network operating system software and Microsoft SQL Server database system software is similarly not included, although Sun Ridge may assist Licensee in isolating problems to this software. (Sun Ridgereserves the right to charge for diagnostic services in the event it is determined that the reported issue is not attributable to RIMS.) Also

City of Pleasanton - Sun Ridge Systems, Inc.Page 22
specifically excluded is responsibility for administration, support, or maintenance of Licensee’ server, computer network, operating systems, or database (Microsoft SQL Server).

Licensee may request that Sun Ridge provide support services outside the limitations of this Support Services Agreement. If Sun Ridge agrees to provide any requested additional support services, such support services will be provided at Sun Ridge’s current rate and under terms and conditions that Sun Ridge may require.

This Agreement does not include equipment maintenance or assistance in diagnosing hardware problems including but not limited to PCs, printers, network, scanners, and other computer peripheral devices with the exception that Sun Ridge will assist Licensee in determining whether a problem is RIMS application software in nature.

Item #13

CITY COUNCIL AGENDA REPORT

December 19, 2023
Public Works - Operations Division

TITLE: APPROVE FIRST AMENDMENT TO THE AGREEMENT WITH SMART ENERGY

WATER SYSTEMS TO PROVIDE BANKING SERVICES BY INCREASING THE NOT-TO-EXCEED AMOUNT BY $1,077,531 FOR A TOTAL NOT-TO-EXCEED AMOUNT OF $1,638,674 OVER FOUR YEARS

SUMMARY
The City currently uses JP Morgan Chase Bank (JPMC) for Citywide banking services, including utility billing payment services in conjuction with BridgePay (the City’s payment processor). In October 2023, the City received notice that BridgePay will no longer be supported effective December 31, 2024. Concurrenlty, Smart Energy Water Systems (SEW), the City’s Customer Service Web Portal for utility billing, had its connection with BridgePay stop working in October. As such, staff is recommending transitioning to SEW’s online payment services; in the interim period, SEW is working on a resolution for the current issues.

The City Council initially awarded a professional services contract to SEW for a customer service web portal software implementation and a five-year technical support agreement that started in April 2017 and expired in 2022. Staff then entered into a new one-year agreement for technical support, which expired on June 30, 2023. In June 2023, the Council approved a second five-year agreement with SEW which includes a software upgrade that is currently underway.

Staff recommends the City enter into a first amendment to the multi-year software agreement with SEW to add an additional scope of service for banking services for the period of July 1, 2024, through June 30, 2028, by increasing the not-to-exceed amount by $1,077,531 for a total not-to-exceed amount of $1,638,674 over four years. There are no additional costs to the City associated with this proposal since the bank fees currently paid to JPMC are proposed to be paid to SEW.

RECOMMENDATION
Approve and authorize the City Manager to execute the first amendment to the Software Agreement with Smart Energy Water Systems, Inc., to add an additional scope of service to the agreement for banking services by increasing the not-to- exceed amount by $1,077,531 for a total not-to-exceed amount of $1,638,674 covering a period of four years (July 1, 2024, through June 30, 2028).

BACKGROUND
In 2016, the City installed new water meters and automated meter reading capabilities. This project enhanced operational efficiencies in meter reading, customer service, billing, and overall water resource management, including a Customer Service Web Portal by Smart Energy Systems, Inc., DBA Smart Energy Water Systems (SEW), which empowers the City’s water customers to manage their water usage and pay their bills online. The City Council

initially awarded a professional services contract to SEW for a customer service web portal software implementation and a five-year technical support agreement that started in April 2017 and expired in 2022. Staff then entered into a new one-year agreement for technical support, which expired on June 30, 2023. In June 2023, the CIty Council approved a second five-year agreement with SEW which includes a software upgrade that is currently underway.

DISCUSSION
The City currently uses JP Morgan Chase Bank for Citywide banking services, including utility billing payment services. JPMC has consolidated electronic consumer payments that utilize BridgePay and Paymentech. The City received notice that BridgePay will no longer be supported for the City’s credit card customers, effective December 31, 2024. Concurrently, SEW’s connection with BridgePay stopped working in early October, and SEW has not been able to accept customer payments for more than a month. There is one-time charge of $17,280 (SEW Order Form for Payment Services) to resolve the issue.

Since SEW can provide the payment services that JPMC currently provides, staff evaluated transitioning to SEW for these services. Knowing there are current issues with BridgePay and that the City will need to transition away from Bridgepay in 2024, staff is recommending transitioning to SEW’s online payment services for customers paying their utility bill on SEW’s platform. Since the City currently has a five-year agreement with SEW there is an opportunity for the City to save both time and money by transitioning to SEW’s online payment services at this time. With City Council approval of this amendment, SEW will incorporate the payment services into the implementation of the software upgrade that is part of the second five-year agreement. Meanwhile, SEW is working on a resolution for the current issues, and the transition over to the proposed payment services will not be effective until the implementation of the software upgrade is complete.

The new additional online payment service features included in this proposal allow customers the ability to pay online by the following methods:
• Use Apple Pay and Google Pay
• Use ACH and/or eCheck
• Schedule future payments
• Schedule autopay with credit cards, ACH, and PayPal.

The proposed agreement also includes waiving implementation fees valued at $35,000 and SEW will waive the one-time charge of $17,280 for SEW Change Request #3976 if the City transitions to SEW payment services before January 1, 2024. There are no additional costs to the City associated with this proposal since the bank fees currently paid to JPMC are proposed to be paid to SEW. The City is currently paying 2.41% plus bank fees on every credit card transaction through JPMC. The proposal reduces those fees to 1.73% plus bank fees for an estimated annual savings of $69,000 annually.

Until the new system is fully operational, there are currently several ways for customers to make payments for utility bills:
• By Phone: Call into the automated 24 X 7 phone line
• In Person: Walk into the Operations Service Center at 3333 Busch Road

• Online: Pay online with one of the City’s two customer service web portals: Citizen Self- service or Smart Energy Water Systems (SEW)
• Online: Use online bill pay
• By Mail: Mail payments
• Drop Box: Drop off payments in one of the City’s two drop boxes • Auto payment: Call the Public Works Customer Service Center to set up auto-pay.

EQUITY AND SUSTAINABILITY
Staff followed the City Procurement Policy as this item is a routine administrative matter of City business.

OUTREACH
No outreach was conducted, as this item is an administrative matter of City business.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the Citywide ONE Pleasanton strategic plan goal of Optimizing Our Organization, Strategy 2 - Procure and integrate critical software platforms across departments for efficient and effective use by City staff and the public.

FISCAL IMPACT
The proposed cost estimates are based on current historical trends plus annual increases, as there may be a shift of customers using the other traditional payment methods transitioning to the more convenient payment services that SEW offers.

Below are the annual proposed estimates over the five-year term:

FY 2024/25 FY
2025/26
FY
2026/27
FY
2027/28
Annual
Est. $250,000 $262,500 $275,625 $289,406

The third through fifth years (FY2025/26 – FY2027/28) reflect a five percent increase from the prior year, allowing for some customers to transition over to the SEW payment services. Staff will monitor the fees and will bring this back to the City Council to adjust the annual amounts if needed.

The total cost of the proposed first amendment is $1,077,531 over a four-year term. There are no additional costs to the City associated with this proposal since the bank fees currently paid to JPMC are proposed to be paid to SEW. There are projected savings of $69,000 annually.

Funding is already budgeted each fiscal year in the Business Services Division (42040603- 433167) account.

Prepared by: Submitted by: Approved by:

Tamara Baptista, Assistant Dir. of
Public Works - Operations &
Maintenance
Norm Dorais, Director of Public
Works

Gerry Beaudin, City
Manager

Attachments:

1. First Amendment SEW Agreement 2024086

2. Attachment 1 Exhibit A: SEW Order Form

3. Attachment 1 Exhibit B: SEW Platform Product Change Request (CR) Proposal Form

FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement ("First Amendment") is entered into this ____ day of December 2023, by the City of Pleasanton ("City") and SMART ENERGY SYSTEMS, INC., dba Smart Energy Water ("Consultant”).

Whereas, on July 1, 2023, the City and Consultant entered into a Software Services Agreement for providing software for the City’s Customer service web portal ("Agreement"); and Whereas, the parties desire to amend the Agreement to add payment services.

Now, therefore, in exchange for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. The Parties agree that the first paragraph of Section 1 of the Agreement (“Consultant Services”) is hereby deleted in its entirety and replaced with the following quoted provision:
“Subject to the terms and conditions set forth in this Agreement, Consultant shall diligently provide to City the services described in Exhibit A and Exhibit B. Consultant shall provide said services at that time, place, and manner specified in Exhibit A and Exhibit B.”

2. Section 4 of the Agreement (“Compensation”) costs shall not exceed, the new cumulative amount of $1,638,674 that reflects an increase based on the additional services in Exhibit B which will increase each fiscal year by the following amount for the five-year term:
•Increase of $250,000 for FY 2024/25
•*Increase of $262,500 for FY 2025/26
•*Increase of $275,625 for FY 2026/27
•*Increase of $289,406 for FY 2027/28
Total Increase of $1,077,531 for Exhibit B services + $561,143 = $1,638,674 *Reflects a 5% increase from previous year

3. This First Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

4. All other terms and conditions of the Agreement shall remain in full force and effect.

In witness whereof, authorized representatives of the parties have executed this First Amendment to the Agreement as of the date and year first above written.

Contract #2024086
First Amendment Page 2
CITY OF PLEASANTON CONTRACTOR – SMART ENERGY WATER

_____________________________ By: __________________________ Gerry Beaudin, City Manager Signature
__________________________
Print name
ATTEST: Title: __________________________
_____________________________ [If Consultant is a corporation, signatures must comply Jocelyn Kwong, City Clerkwith California Corporations Code §313] APPROVED AS TO FORM:

By: __________________________
_____________________________ Signature
Daniel G. Sodergren, City Attorney __________________________ Print name
Title: __________________________

Powered by
Contract ID- NA 2022 Page 1 of 8 Order Form for Premium Payment Services
Between Smart Energy Systems, Inc. dba Smart Energy Water OBO IPaySmart Inc. 15495 Sand Canyon Ave., STE 100
Irvine CA 92618
(“Provider”)
And
City of Pleasanton
P.O. Box 520
Pleasanton, CA 94566
(“Customer”)

1. Order Form
When signed and returned to Provider by Customer this order form by and between Customer and Provider is a binding agreement for the Services listed in this form and effective on the date signed by Customer (collectively, the “Agreement”). This Agreement is governed by and incorporates the terms and conditions that begin on page 3 below.

2. Premium Payment Subscription & Fees
The table below outlines implementation fees and subscription levels as selected by Customer by checking the relevant boxes below.

Absorbed FEE MODEL - PAID BY UTILITY
Cards (Credit/Debit - Visa, MasterCard, Discover, Apple Pay, Google Pay) Customer / Transaction Type Fee per Transaction Transaction Limit Residential & Commercial Interchange Fees + $0.05 and 0.08% of payment amount USD $100,000.00 Wallets (PayPal, Venmo)
Customer / Transaction Type Fee per Transaction Transaction Limit Residential & Commercial 1.99% USD $100,000.00
ACH / eCheck
Customer / Transaction Type Fee per Transaction Transaction Limit Residential & Commercial $0.15 USD $100,000.00
Other Fees and Terms
•Chargebacks: $5.00 per chargeback (applicable to Cards above) •Returned ACH - Insufficient Funds (NSF) – $2.50 per ACH NSF Return •Returned ACH – Unauthorized $4.95 per ACH Unauthorized Return •One time and AutoPay – ACH, Card and PayPal are available for One Time and AutoPay. Venmo is only available for One Time Pay. •Terms Apply: Standard card and bank terms apply. Apple Pay and Google Pay functionality may be restricted to respective browsers. •The pricing stated in the Order Form assumes an Average Payment Amount for the card transactions to be $504.86 and for ACH transactions to be $504.86.

3. Payment Channels
Channel / Product Code Fee Description
Web Portal
(IPS-10-Web)
Integrated via SEW SCM Utility web portal experience integrated within provider website.

Powered by
Contract ID- NA 2022 Page 2 of 8 Mobile Apps iOS & Android
(IPS-10-Mobile)
Integrated via SEW SCM Utility branded mobile apps deployed and maintained in Apple and Google app stores.

Automated IVR (Inbound)
(IPS-IVR)
To be priced upon request.
24-hour automated phoneline accessible for end consumers to make payments over the phone using automated interface.

Inbound calls only.

4. Other Plans and Subscriptions
Product Name Fee Description
24 Hour Support To be priced upon request 24X7 support for technical support after hours and on weekends.

Onsite Training To be priced upon request
______________ Days of Onsite Training
Conducted in the “train-the-trainer” format.

Additional days may be purchased as necessary. Expenses incurred for training to be billed at actual costs. One (1) day of Onsite Training may not be split into additional/separate days.

Pay Smart Chat To be priced upon request
Pay Smart Chatbot – Bill
Payment To be priced upon request
Live Agent Add-on for agent
hand-off To be priced upon request
All subscription fees for products selected above are paid annually upfront.

5. Acceptance and Authorization
Customer Provider
Signature: Signature:

Name: Name:

Title: Title:

Effective Date: Date:

Powered by
Contract ID- NA 2022 Page 3 of 8 Premium Payment Services Terms and Conditions
Smart Energy Systems, Inc., IPaySmart, Inc. and its affiliates (“Provider”) have developed certain proprietary software applications and services for the Customer, and the Parties have agreed that Provider will make the Services described in the Order Form available to the Customer hereunder. Therefore, in consideration of the mutual covenants, terms, and conditions set forth below and in any relevant exhibits or documents, the adequacy of which is hereby acknowledged, the Parties agree as follows

1. Definitions

1.1. "Agreement "or "Contract" shall refer to the main agreement or contract for Cloud Services, as amended from time to time.

1.2. "Approved Payment Types" shall mean credit and debit means of payment, such as Visa®, MasterCard®, Discover®, E-check and other payment methods as deemed necessary by Provider.

1.3. "Average Bill Amount" shall mean the total amount of Payments processed through Provider in each month divided by the number for the same month.

1.4. “CPI Index” means the Consumer Price Index, West Region published by the U.S. Bureau of Labor.

1.5. "Effective Date" shall be the last date upon which the parties signed the Agreement. The Agreement will not be effective against any party “until that date.

1.6. “Enhancement(s)” shall refer to any personalization of the Provider Platform to achieve certain additional functional requirements of the Customer, as clarified and agreed during implementation.

1.7. "Fee Assumptions" shall mean information used to calculate the Provider Service Fee, including the projected Average Bill Amount, projected payment method mix (credit vs debit vs e-check) and the total Payment Amount processed each month resulting from Non-Qualified Transactions.

1.8. "Initial Setup" shall mean the first personalization and activation of the standard service as specified during the implementation process.

1.9. “IVR” shall mean an interactive telephone voice response system that facilitates payment by Users.

1.10. "Launch Date" shall be the date on which Customer launches the Services to the Users.

1.11. “Monthly Uptime Percentage” shall refer to the difference between 100% and the percentage of time during which the Services are unavailable.

1.12. "Non-Qualified Transaction" shall mean (i) a Payment made with a card generally issued for business use that results in interchange fees or other processing charges assessed by a Provider Authorized Processor or card association that are higher than those charged for transactions with cards issued for consumer use; (ii) a Payment that does not qualify for reduced interchange fees under programs that Customer may be participating in. or (iii) a Payment that exceeds the transaction limits established in the Agreement. These high-cost cards may include, among others, corporate cards, virtual cards, purchase cards, business cards, and travel and entertainment cards.

1.13. “Order Form” shall mean the check-box list of services selected by Customer and fee schedule attached to the Agreement.

1.14. "Payment” shall mean payment by a User through the Platform for Customer's services, Customer's bills, or other amounts owed to Customer.

1.15. "Payment Amount" shall mean the amount of a Payment.

1.16. "Reversed or Charged-back Transactions" shall mean canceled transactions due to User error, a User's challenge to Payment authenticity, or action by a financial institution or a Provider Authorized Processor (commonly referred to as ACH or eCheck returns or credit/debit card chargebacks).

1.17. “Services” shall refer to payment and payment processing services for the Customer powered by iPaySmart, Inc.and its affiliates.

1.18. "Provider Authorized Processor" shall mean a Provider authorized merchant account provider and payment processing gateway.

1.19. “Provider Platform” shall refer to Customer’s deployment of the digital cloud payments platform, or other applicable software sold directly or through an authorized reseller.

1.20. “Term” shall mean the period set forth in Section 4 below.

1.21. “Transaction Fees” shall mean costs and fees incurred by Provider in the ordinary course of processing payments on behalf of Customer.

1.22. “Interchange Fees” (IC) shall mean interchange, assessment, gateway, and scheme fees and bank foreign handling fees, and any other third party fees incurred by Provider related to processing or payment transactions, which are passed through to Customer by Provider at Provider’s cost.

1.23."User" shall mean the users of Customer’s services.

2. Scope and General Terms

2.1. Provider shall provide Services selected by Customer on the attached Order Form in accordance with the terms and conditions within the Agreement.

Provider or its authorized agents may, on behalf of customer, procure, setup, and maintain third-party services in order to properly provide the Services for the Customer, dependent upon the Customer’s selections. Services enable Users to make Payments by Approved Payment Types.

Payments may be made via IVR or secure Internet interface provided on the Provider Platform.

2.2. Customer may use the Services solely to:
a) Use and make the Services available to Users in connection with the Provider Platform. b) Use the Services in connection with and as necessary for Customer’s activities pursuant to these terms or the terms set forth in an applicable license agreement, SaaS subscription agreement, or cloud services agreement. c) Allow any affiliates to use the Services, subject to the terms hereunder.

2.3. Enhancements
a) The Parties agree that the Services are provided on a “platform as a service” basis, and not as a result of custom software development. The Provider Platform may be personalized to achieve certain additional functional requirements of the Customer as clarified and agreed during implementation (“Enhancements”). Enhancements may include some or all of the features included in any technical requirements or similar document provided to Provider. The Parties will fully cooperate with one another to: 1) ensure that requirements with respect to Enhancements are clarified as needed; 2) accept Provider’s proposed reasonable alternatives to achieve Customer’s functional objectives within the limits of the Provider Platform; and 3) accept Provider’s reasonable estimates of time of completion, designs and plans with respect to agreed Enhancements.

There will be no fee charged by Provider to Customer for Enhancements, provided Provider designs and plans are accepted by Customer. If the Services are to be offered at multiple locations, or if the Services include multiple Enhancements, the Parties will agree to a phased implementation

2.4. In relation to the Services provided under this Agreement, Customer agrees that:
a) Customer shall not transfer, resell, lease, license, or otherwise make available the Services or Provider Platform to third parties or offer it on a standalone basis, or make any representation, warranty, or guarantee to any end user or third party on behalf of Provider concerning the Services. b) Provider shall be entitled to use any Customer data that is necessary to provide the Services.

Powered by
Contract ID- NA 2022 Page 4 of 8 c) Customer’s use of the Services does not violate the terms of the Agreement or these terms and conditions. d) Customer shall not use the Services or Provider Platform to create, train, or improve (director or indirectly) a substantially similar product or service. e) Customer shall not reverse engineer, decompile, disassemble, or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any Services or Provider Platform provided in connection with the Agreement or these terms and conditions.

2.5. Provider will charge Customer’s utility consumers a service fee for each Payment ("Provider Service Fee") or invoice Customer separately per transaction, as provided in the attached order form.
a) The Provider Service Fee is to be collected in addition to the corresponding Payment or invoiced to Customer, as designated by Customer. b) For each Payment, the Provider Service Fee will be collected and Provider will pay the corresponding processing and related fees of the Approved Payment Types ("Transaction Fees") except for fees related to Reversed or Charged-back Transactions. c) A schedule of Provider Service Fees is in the Order Form. The Provider Service Fee is based on the Fee Assumptions. Customer shall be billed additional Provider Service Fees equal to three percent of the Non-Qualified Transaction amount for each month. d) Provider may amend the terms upon prior written notice to Customer if a change is caused by changes in the card or payment system rules or changes in credit card fees or if the Fee Assumptions prove to have been materially incorrect. The amended Service Fee shall take effect thirty (30) days after written notice to Customer.

2.6. Explicit User Confirmation - Provider shall confirm the dollar amount of all Payments, and when paid by the User, the corresponding Provider Service Fee to be charged to a card and electronically obtain the User’s approval of the charges prior to initiating card authorizations transaction. Provider shall provide User with electronic confirmation of all transactions.

2.7. Merchant Account - Provider will arrange for Customer to have a merchant account with the Provider Authorized Processor for processing and settlement of the card transactions.

2.8. Card Authorization - For authorization purposes, Provider will electronically transmit all card transactions to the appropriate card-processing center, in real time as the transactions occur.

2.9. Client’s Responsibilities - In order for Provider to provide the Services outlined with the Agreement, Customer shall cooperate with Provider by:
a) Entering into all applicable merchant card, cash management, ACH origination, or kiosk agreements. b) Keeping throughout the duration of the Agreement or these terms and conditions, a bill payment link connecting to Provider System at a prominent and mutually agreed location on Customer's website. The phone number for IVR payments will also be added to the web site. Customer will also add the IVR payment option as part of Customer's general phone system. c) Sharing User Adoption marketing as may be performed under this or another agreement or Order Form. d) Launching the Service within thirty (30) days of the merchant account setup. e) Dedicating sufficient and properly trained personnel to support the implementation process and its use of the Services in compliance with all laws applicable to its use of the Services.

2.10. Provider shall make the Services available and guarantee a Monthly Availability of 99.5%, notwithstanding any unavailability or performance issues of the Services caused by or as a result of the following (collectively, the “Exclusions”):
a) Factors that are outside of Provider’s reasonable control, including, without limitation, any force majeure event, telecommunications provider-related problems or issues, internet access or related problems occurring beyond the point in the network where Provider maintains access and control of the Services.
b) Any actions or inactions of Customer or any third party. c) Any Customer application(s), equipment, software, or other technology, third party equipment, software, etc. not authorized for use with the Services. d) Routine or scheduled maintenance for which Provider will provide at least twenty-four (24) hours of advanced notice. e) Problems or issues related to alpha, beta, or not otherwise generally available in Provider features or products.

3. Payment

3.1.Net 30. Customer agrees that payment is due upon receipt of Provider’s invoice, payable within 30 days of the date of such invoice.

3.2.Offsets. Customer agrees that Provider shall have the right to deduct the value of sums collected on behalf of Customer during the Term.

4. Term

4.1. The initial term commences on the Effective Date and ends June 30, 2028.

5. Renewals

5.1. Upon the expiration of the Term, this Agreement shall automatically renew for successive one (1)-year period (each, a “Renewal Term”); provided however; that Customer may elect to not renew the Agreement by providing Provider with written notice of such election no less than 90 days prior to the expiration of the then-current term. For the avoidance of doubt, Provider shall not be required to refund any previously paid fees, regardless of when termination occurs during the Term or Renewal Term. In each such Renewal Term, the fees set forth in this Agreement (including, without limitation, annual and monthly subscriptions, one-time, and/or volume-based fees) shall increase by a percentage equal to the percentage change in the CPI Index; provided that, in no event will the fees decrease (“CPI Adjustment(s)”). For the avoidance of doubt, the CPI Adjustments shall be calculated on a compounded basis since the last increase or setting of fees. In other words, the CPI Adjustment for the first Renewal Term will be equal to the cumulative, compounded percentage change in the CPI Index compared to the commencement of the initial Term and the CPI Adjustment for the second Renewal Term will be equal to change in the CPI Index since the commencement of the first Renewal Term.

6. Settlement and Payment Terms

6.1. Provider together with its authorized card processor shall forward the payment transactions, and when paid by User, the corresponding Provider Service Fee to the appropriate card organizations for settlement (other than the Provider Service Fee) directly to Customer's depository bank account previously designated by Customer (hereinafter the "Customer Bank Account"). When as provided in the Order Form Customer pays the Provider Service Fee, Provider will invoice Customer and debit the fees from Customer's account on a monthly basis.

6.2. Provider together with the Provider Authorized Processor will continuously review its settlement and direct debit processes for its simplicity and efficiencies. Customer and Provider agree to fully cooperate with each other if Provider were to change its settlement and invoicing processes.

6.3. Customer shall be invoiced for applicable one-time initial setup fees, maintenance and support fees, and monthly service type fees upfront upon signing of the Agreement and annually thereafter if applicable. The usage fees applicable to inbound and outbound SMS messaging, voice call messages, or interactive voice recording messages, that are selected by the Customer shall be invoiced based on monthly intervals. Customer agrees to make all payments to Provider within thirty (30) calendar days after receipt of invoice. Late invoices will incur a late payment fee of 1.5% or the maximum allowable under the law, whichever is less. If Customer’s account is sixty (60) days or more overdue, Provider reserves the right with prior written notice to withhold performance of its obligations under the Agreement or these terms and conditions, without liability, until such payments are

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Contract ID- NA 2022 Page 5 of 8 paid in full, or to terminate for cause. Fees under the Agreement and these terms and conditions shall additionally be exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for all applicable taxes, levies, or duties hereunder based on Customer’s income.

7. Insights

7.1.Aggregate Data, Anonymized. Customer hereby grants Provider the right to anonymize and aggregate data generated from the Provider Platform to create insights for comparison of local, regional, national and global usage, consumption or other trends resulting from such data.

7.2.Customer Access. Provider will enable Customer to display aggregated and anonymized insights data to enhance the customer experience for Customer’s end users.

8. PCI DSS

8.1. For PCI Compliance, Customer shall have two options for using the Services - Provider Platform; or Any other configuration.

8.2. To eliminate or substantially reduce any PCI compliance risks, and to render all Customer systems out of scope from PCI compliance requirements, Client agrees to use Provider’s Platform, were Provider uses its own platform to capture payments and to manage the entire end to end user experience from the following channels for payment acceptance: Web, Mobile, IVR, and Point-of-sale devices operated by Customer’s employees (per Provider’s recommended setup), recurring payments, eBill Presentment, etc. If Customer however chooses any other integration, such as third- party web pages integrated with APIs, third-party gateway pages, or its own IVR systems or other point-of-sale or customer self-service solutions, or a cashiering model from a third-party, Customer expressly agrees that Customer shall not be exempt from PCI requirements and shall be liable for any data breaches occurring on its own systems as Customer recognizes that Customer systems are participating in the transactions and are in scope for PCI compliance. Under those circumstances, Provider shall not be responsible for any PCI obligations outside of Provider’s own platform, and Provider expressly disclaims any PCI or security obligations related to Customer systems or third-party systems that participate in the payment transactions that are outside of the Provider Platform.

8.3. Provider highly recommends that Customer uses the Provider Platform to substantially reduce its PCI compliance and data breach risks.

8.4. If Customer chooses to use any other option than the Provider Platform, Customer agrees and warrants that Customer shall remain PCI compliant throughout the term of the Agreement. For clarity, Customer’s utilization PCI compliant applications, such as its billing software, does not eliminate the need for Customer to be PCI compliant. Per PCI requirements, if a party’s systems participate in processing, accepting, or storing card transactions, that party is required to be PCI compliant as the systems are in scope.

9. Reversed or Charged-Back Transactions

9.1. With respect to all Reversed or Charged-back Transactions, Customer authorizes Provider and Provider Authorized Processor (and/or the respective card organizations) to debit the Customer Bank Account for the Payment Amount and Provider shall refund the card organization for the credit back to the User, the corresponding Provider Service Fee, if any. Provider, together with Provider Authorized Processor(s), will continuously review its processes for Reversed or Charged-back Transactions for simplicity and efficiencies. Customer and Provider agree to reasonably cooperate with each other if Provider requires any change to its settlement and invoicing processes for these transactions.

10. Warranty and Liability

10.1.DISCLAIMER OF WARRANTY. WITH THE EXCEPTION OF THE SERVICE LEVEL COMMITMENT SET FORTH IN SECTION 2.4, THE SERVICES UNDER THESE TERMS AND CONDITIONS ARE PROVIDED “AS-IS,” EXCLUSIVE OF ANY WARRANTY, INCLUDING, WITHOUT LIMITATION,

ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED. PROVIDER DOES NOT WARRANT THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR MEET ALL CUSTOMER REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, SERVICES

MAY BE SUBJECT TO LIMITATIONS OF THE TELECOMMUNICATIONS PROVIDER, HOSTING ENVIRONMENT, DELAYS, INTERNET SERVICE

PROVIDER, THIRD PARTIES, ACTIONS OR INACTIONS OF THE CUSTOMER, AND OTHER PROBLEMS INHERENT TO THE USE OF MASS- MARKET NOTIFICATION SERVICES AND ELECTRONIC COMMUNICATIONS. PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS,

DELIVERY FAILURES, DELETIONS, LOSS OF DATA, DATA CORRUPTION, THIRD-PARTY PUBLICATION, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS NOT CAUSED BY PROVIDER OR OUTSIDE OF PROVIDER’S REASONABLE CONTROL. TO THE EXTENT SUCH

DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. PROVIDER SHALL NOT BE LIABILE AND WILL HAVE NO OBLIGATION TO INDEMNIFY CUSTOMER FOR END USER DATA OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION SENT TO PROVIDER.

10.2.LIMITATION OF LIABILITY. IN NO EVENT WILL PROVIDER’S AND ITS LICENSORS’ TOTAL AGGREGATE LIABILITY ARISING FROM OR

RELATING TO THESE TERMS AND CONDITIONS EXCEED THE SPECIFIC DOLLAR AMOUNT OF THE PROVIDER SERVICE FEE PAID TO PROVIDERFOR THE PARTICULAR PAYMENT TRANSACTION WHICH IS THE SUBJECT MATTER OF THE CLAIM OF DAMAGE. TO THE

MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS

ESSENTIAL PURPOSE, IN NO EVENT WILL PROVIDEROR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY

CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS,

OPPORTUNITIES, DATA, OR USE, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, EVEN IF PROVIDERHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3.Recordings and Communications Monitoring. In the event Customer records or monitors any SMS messages, IVR communications, or other communications using the Services, then Customer represents and warrants that it shall comply with all applicable laws prior to doing so at all times.

Provider makes no representations or warranties with respect to recording or monitoring telephone calls/IVR communications, SMS messages, or other communications, and recommends that Customer always secure prior consent to record or monitor communications using the Services.

Customer acknowledges that these representations, warranties, and obligations are essential to Provider’s ability to provide the Services, and further agrees to indemnify Provider and its service providers in the event of any acts or omissions in connection with recording or monitoring IVR communications, SMS messages, or other communications, whether such claims arise under contract, tort, statute, or other legal theory.

11. Additional Terms

11.1.Short Codes. If Customer utilizes a short code with Provider as a part of the Services, Customer:
a) Shall not change the short code use case without first having such new use case approved by Provider or the applicable provider. b) Shall stop sending additional messages to any party that replies by texting “STOP” (or the equivalent) to the short code, except for a single text message confirming that such party has been successfully opted out of the short code. c) Shall follow all applicable rules, regulations, laws, statutes, or guidelines set by state, local, or federal legal authorities, or as imposed by Provider or its service providers pertaining to the use of short codes or voice recordings.

11.2.Compliance with Laws. Both Customer and Provider agree to comply with the applicable laws relating to each Party’s respective activities pursuant to the Agreement and these terms and conditions.

11.3.No Waiver. Our failure to enforce at any time, any provision of the Agreement, these terms and conditions, or any other applicable policy or signed writing in connection hereto shall not waive our right to do so later. Any waiver must be in writing and signed by both Parties to be legally binding.

11.4.Independent Contractors. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the

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Contract ID- NA 2022 Page 6 of 8 other, and neither may make commitments on the other’s behalf.

11.5.Force Majeure. No delay, failure, or default, other than a failure to pay fees, will constitute a breach of these terms and conditions, to the extent that such delay, failure, or default, or any other breach is caused by acts of war, terrorism, earthquakes, other acts of God or of nature, strikes or labor disputes, embargoes, or other causes beyond the performing Party’s reasonable control.

11.6.Assignment & Successors. Customer may not assign the Agreement, these terms and conditions, or any of its rights or obligations hereunder without Provider’s prior written consent. Except to the extent forbidden herein, these terms and conditions will be binding upon and inure to the benefit of the Parties’ respective successors and assigns. Any attempt to assign, transfer, or delegate these terms and conditions shall be null and void.

11.7.Notices. Any notice required or permitted to be given under these terms and conditions will be given in writing to the receiving Party by personal delivery, certified mail, return receipt requested, overnight delivery recognized by a nationally recognized carrier, or by email upon confirmation of receipt. Notices to Provider shall be copied to [email protected].

11.8.Modification. Modifications to the Services and associated fees thereof may be made from time to time, and any modifications made to the Services, or associated fees, shall be noticed to the Customer thirty (30) days prior to such modifications taking effect.

11.9.Severability. To the extent permitted by law, the Parties waive any provision of law that would render any clause of these terms and conditions invalid or unenforceable. In the event that a provision herein is held to be invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by law, and the remaining provisions of and these terms and conditions will continue in full force and effect.

11.10.Choice of Law & Jurisdiction: These terms and conditions will be governed by the laws of the State of California, without reference to any conflicts of law principles. The Parties consent to the personal and exclusive jurisdiction of the federal and state courts of Orange County, California.

11.11.Conflicts. Should and these terms and conditions conflict with any other agreements or terms, these terms and conditions will govern.

11.12.Construction. The Parties agree that these terms result from negotiations between them. These terms and conditions will not be construed in favor of or against either party by reason of authorship.

11.13.Entire Agreement. These terms and conditions, along with the Agreement, set forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter, with the exception of an applicable license agreement, SaaS subscription agreement, or statement of work. Neither Party has relied upon any such prior or contemporaneous communications except those expressly referenced and named herein.

11.14.Amendment. These terms and conditions may only be amended in writing by authorized representatives of each Party.

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Contract ID- NA 2022 Page 7 of 8 Implementation Services Addendum
Pursuant to the agreement between Provider and Customer under the Order Form for Premium Payment Services executed on [____________________], the Customer has engaged the Provider to deliver the following services.

Scope of Services
The scope for services includes the following key implementation activities:

1. Conducting a solution confirmation workshop for payment integration to incorporate Customer’s business rules.

2. Configuration and setup of the Payment Services as mentioned below.

Selection Activity Description
Integration with Customer system
Client CIS/Billing System: API or daily file transfer using Secure FTP for posting payment. Set up of SFTP and configuration of batch jobs for the transfers of daily payment reconciliation reports.

Setup web payments Configure and setup white labeled web portal for online payment options with Customer branding and linked to Customer’s website.

Setup mobile apps Configure and deploy white labeled Apple iOS and Android mobile apps with Customer branding.

Setup notification services Account set up and configuration of all billing notifications based on designated channels as outlined in this agreement.

Customer Service Portal (CSP)
Configuration of CSP Payment Analytics to provide summary dashboard, payment details and reconciliation reports of payment transactions. Client staff can make payment transactions for customers in CSP.

Automated IVR line setup Setup inbound automated IVR phone line for end consumers to call in and make automated payments (up to 3 accounts max tied to a number).

Live agent service setup Setup inbound live agent call line for end consumers to call in and make payments.

SMS Text / Text-to-Pay Ability for customers to pay bills via text (up to 3 accounts max tied to a number) Features In Scope
Payment Features In Scope
Selection Deliverable Description
One-Time Payments - Authenticated Customer is a registered user of payment portal and is required to Login to make payments.

One-Time Payments -
Unauthenticated Customer can make guest payment without being a registered user in the web portal.

Automatic Recurring Payments Ability to enroll in autopay to have the full bill balance deducted monthly based on due date or selected days prior to due date (up to 10 days prior to due date).

Administrator Features In Scope
Deliverable Description
Payment Setup Merchant ID, Convenience Fees configuration Payment Dashboard CSP Analytics Dashboard to show summary and details of payment transactions Payment Reconciliation Reports Deposit summary report, deposit details report, chargeback reports, ECP return reports, transfer summaries. These reports will be provided via batch files as well as under Admin Portal Standard
Refunds and Voids Ability for CSR to refund or void payment transactions via the Admin Portal Multi-Channel Notification Services

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Contract ID- NA 2022 Page 8 of 8 The following notification workflows are in scope of the implementation services.

Notification Email SMS IVR
eBill Ready Notification Y
Payment Reminder Y
Payment Delinquent Y
Autopay Enroll/Unenroll Confirmation Y
Autopay Enroll/Unenroll Confirmation Y
Note: All outbound notifications shall be one-way with exception of Text to pay and IVR payment. SMS and IVR notifications require appropriate subscription to be purchased in the Order Form.

Assumptions

1. Client shall be responsible for coordinating the access to any Client owned and third-party data and interfaces required for integration. These API’s/services are expected to be fully tested by Client and error free.

2. Client will provide timely responses to Provider for any of Provider’s information needs, as well as timely review of project documents provided.

3. To the extent feasible, Provider will utilize existing web service interfaces to meet the requirements stated in this Addendum.

4. Provider team will migrate existing Customer Notification preference data to the provider platform however any validation or cleansing of the source data is not in scope. Provider team will work with the Client team to identify and catalog the data for migration and agree upon a migration strategy.

Upon completing the strategy for data conversion and migration, Provider shall be responsible for taking the data in the source format and translate and convert to the IPS platform.

5. In the event Client has not purchased On-site Training in Section 4 (Other Plans and Subscriptions), Provider will provide up to 8 (eight) hours of webinar-based remote training. Provider will assist Client personnel or designated training provider with preparation of materials and delivery of the train the trainer program. Training materials will only include software User Guides adapted for the Client software modules and features in scope.

Development of tailored training material to incorporate the Client’s business process is not in scope but may be added as part of a separate Change Request.

6. Training will be conducted in a train the trainer format. (CSRs to be trained by the trainers). End user (Utility customer) training is not in scope of this SOW.

7. Client trainers will deliver end-user training with Provider trainers in a supporting role. The Client training coordinator will be responsible for scheduling end-users, material duplication, and training facilities. Provider will assign a trainer from Provider team to work with Client during training sessions.

8. Provider will provide a template with test case scenarios for testing. Client shall prepare and provide the required test data sets that meet the test scenario on time in the QA environment while ensuring data quality. Test data preparation activity may include Data cleaning, conversion, migrating data from a legacy system and shall be Client’s responsibility.

9. Client shall be responsible for providing test data on timely basis for testing of all functional scenarios in scope of the project.

10. All project activities will be performed, and Deliverables will be created in English.

11. The Client will ensure that they have appropriate agreements in place with third parties whose work may affect Provider’s ability to provide the Services. Unless specifically agreed to otherwise in writing, Client is responsible for the management and performance of the third parties, and for any third-party hardware, software or communications equipment used in connection with the Services.

12. The Client will make key business users available to play critical roles in the workshop.

13. Provider and Client will review the scope and deliverable expectations before work begins in order to provide a common understanding by both parties.

14. The Client is responsible for identifying the trainers to participate in train the trainer activities, rooms for training sessions, managing enrollment and any costs associated additional training sessions and attendance of Client trainees and Provider personnel at such training sessions.

SEW Platform Product Change Request (CR)
SEW CR v.3.1 - Copyright SEW
Client Name City of Pleasanton
Change Summary Pleasanton -Customers can not make payments Software SCM
CR ID CR-3976
Contract ID City_of_Pleasanton_2023_10_10_SVC
Change Request Details
Pursuant to the MSA/STATEMENT OF WORK entered between Smart Energy Systems, Inc. dba Smart Energy Water (“SEW”) and City of Pleasanton (“Client”), Client would like to:

1. What is the problem we are trying to solve, and why was this CR created? No payments came through in yesterday’s file. Pleasanton had 4 customers contact them that they could not pay via mobile app or website. “Hello, I am trying to pay my bill but it is not processing. When I click Pay it is staying in the "Please Wait" window forever, on multiple computers with multiple cards.” When I referred him to download the app, he did but got the same message as the one below where it states “no usage data available to display.

A meeting was had with BridgePay and SEW.

BridgePay pointed out that the SEW configuration of connection to their Gateway needed to be reconfigured.

They put the SEW team through the process and provided documents which also needs SEW to go through a Certification process.

2. What is the CR Priority and Customer temperature? This is a high priority

3. Draft the CR requirements in detail.

A meeting was had with BridgePay and SEW.

BridgePay pointed out that the SEW configuration of connection to their Gateway needed to be reconfigured.

They put the SEW team through the process and provided documents which also needs SEW to go through a Certification process.

Testing & Certification - Developer Center - BridgePay (atlassian.net) SEW is looking into reconfiguring the gateway connection and certification.

In the interim, a banner has been placed on client's portal directing customers to call 925-931-5500 and press option 1 to pay by credit card by phone.

4.Include any details logic suggested by the client. BridgePay pointed out that the SEW configuration of connection to their Gateway needed to be reconfigured. They put the SEW team through the process and provided documents which also needs SEW to go through a Certification process.

5. What Modules and screens impacted? Payments Via Mobile App and Website

6. Can the base features cover these requirements? Yes

SEW Platform Product Change Request (CR)
SEW CR v.3.1 - Copyright SEW
Additional/Supplemental Information (i.e. screenshots, mock-ups, detailed requirements):

1. Bridgepay provided us new API
(https://www.bridgepaynetsecuretest.com/Transaction.API/api/transaction ) which needs to be integrated on QA and UAT first.
• API documentation:
https://bridgepaynetwork.atlassian.net/wiki/spaces/DC/pages/191791150/Direct+API+Integrations • https://documenter.getpostman.com/view/19035881/2s93JnT6Vg

2. We need to certify the changes after integrating them into QA and UAT.

3. Once the integration and testing has been completed, we need to submit certification script to the Integration Support team.

4. After certification approval, a certification letter will be issued, and we'll receive the new merchant account Recommended Solution
Type of Change ☐ Additional Modules ☒ Customization ☐ Additional Licenses ☐ Additional Services ☐ System Integration
Implementation
Priority ☐ Critical ☒ High ☐ Normal ☐ Low
Fees and Payment Terms
Total Cost
(USD) $17,280 (One-time)
Payment Terms
• The total cost of this Change Request is due upon signing but shall be waived, provided that the City of Pleasanton enter into a mutually agreed upon Order Form for Premium Payment Services with iPaySmart Inc. on or before December 31, 2023. Otherwise, the total cost of this Change Request will be invoiced on January 1, 2024. • Late Payment penalties are applicable in accordance with the terms and conditions of the applicable SOW. • This Change Request shall result in the allocation and dedication of resources for the commencement and delivery of the change(s) or solution(s) described above . Therefore, any delay in schedules by Client may adversely affect the timely delivery of this and other Change Requests and incur additional charges.

Accepted By: City of Pleasanton Accepted By: Smart Energy Water Signature: Signature:

Name: Name: Harman Sandhu
Date: Date:

Item #14

CITY COUNCIL AGENDA REPORT

December 19, 2023
Public Works - Engineering Division

TITLE: ACCEPT SUBDIVISION IMPROVEMENTS CONSTRUCTED BY SUN MEADOWLARK LLC ASSOCIATED WITH TRACT 7813 AT 3459 OLD FOOTHILL

ROAD, AND AUTHORIZE RELEASE OF FINANCIAL SECURITIES

SUMMARY
City Ordinance No. 1942 and PUD-58, adopted on November 7, 2006, approved the subdivision of an approximate 30-acre parcel located at 3459 Old Foothill Road into eight single-family home lots, one 22-acre open space parcel that was deeded to the City, and four non-buildable parcels that were subsequently transferred and merged with adjoining residential lots within Tract 5812 (8001, 8019, 8037, and 8055 Jorgensen Lane). Planning Commission Resolution PC-2007-25 also approved Vesting Tentative Tract Map 7813 on May 23, 2007. A Subdivision Agreement associated with Tract 7813 between the City and the subdivider, Sun Meadowlark LLC, governed the construction of subdivision improvements as guaranteed by financial securities held by the City in conformance with California law.

Tract 7813 created Kingbird Court (a public street) and dedicated public service and storm drain easements to the City. An Easement and Maintenance Agreement transferred the City’s maintenance obligations for the subdivision’s stormwater treatment facility as well as Landscape Buffer Areas within the open space to the subdivider. A Stormwater Treatment Measures Inspection and Maintenance Agreement also obligated the subdivider to operate a stormwater treatment facility in perpetuity. The subdivider subsequently transferred these obligations to the Sun Meadowlark Estates Owners Association.

Now that construction of the required subdivision improvements is complete, the subdivider has requested formal acceptance of the improvements governed by the Subdivision Agreement and the release of applicable financial securities.

RECOMMENDATION

1. Accept the subdivision improvements constructed as part of Tract 7813, 90 calendar days after this action pursuant to California Government Code §66499.7.

2. Authorize the release of the Labor and Materials Bond held as financial security in the amount of $3,199,000 (Bond No. 4454782 by Markel Insurance Company), 90 calendar days after this action assuming no liens are filed.

3. Authorize the release of the Performance Bond in the amount of $3,199,000 (Bond No. 4454782 by Markel Insurance Company) held in lieu of the Maintenance and Defect Security described in Section 7 of the Subdivision Agreement, one calendar year after this action assuming no latent defects are discovered.

BACKGROUND
On October 17, 2006, the City Council approved the Initial Study/Negative Declaration, General Plan Amendment, Rezoning, and draft Ordinance associated with PUD-58.

On November 7, 2006, the City Council adopted Ordinance No. 1942 and PUD-58, a Planned Unit Development (PUD) by Charles and Scott Austin to construct subdivision improvements associated with Tract 7813.

On May 23, 2007, Planning Commission Resolution PC-2007-25 also approved Vesting Tentative Tract Map 7813.

On September 19, 2014, the City entered into a Development Agreement with Charles, Scott, and Ian Austin (Document No. 2014-299747) that extended the duration of the City approval and memorialized fees to be imposed on the development. On the same day, the Austins deeded a 22-acre open space parcel to the City (Document No. 2014-299746).

On May 18, 2018, the Austins transferred ownership of the eight-acre development parcel to Sun Meadowlark LLC, which assumed all City obligations associated with Tract 7813 (Document No. 2018-098946).

On March 3, 2020, the City Council approved the final map for Tract 7813 (Book 363 of Maps at Pages 33-36), a Subdivision Agreement, and an Easement and Maintenance Agreement (Document No. 2020-205279) with Sun Meadowlark LLC. On the same day, Sun Meadowlark LLC entered into a Subdivision Agreement with the City that defined the subdivider’s obligations.

On June 22, 2020, Sun Meadowlark LLC entered into a Stormwater Treatment Measures Inspection and Maintenance Agreement (Document No. 2020-205277) that memorialized the subdivider’s obligations with respect to stormwater management.

On August 18, 2020, the City Council authorized the City Manager to grant a private utility easement with maintenance and relocation covenant across the City-owned open space parcel for the benefit of adjoining property owners Michael and Jennifer Segundo.

On August 20, 2020, the subdivider recorded a Declaration of Covenants, Conditions, and Restrictions of Sun Meadowlark Estates, a homeowner’s association (Document No. 2020- 205278).

On March 3, 2022, the City and Sun Meadowlark LLC executed a First Amendment to Subdivision Agreement that extended the agreement for an additional one-year term.

On March 3, 2023, the City and Sun Meadowlark LLC executed a Second Amendment to Subdivision Agreement that extended the agreement for an additional one-year term.

DISCUSSION
Tract 7813 constructed Kingbird Court, a public cul-de-sac that extends west from Foothill Road near the Alviso Adobe Community Park. The cul-de-sac includes City-operated public utilities (water, sanitary sewer, and storm drainage) as well as sidewalks and streetlights. A

constructed walkway along the Foothill Road frontage of the Alviso Adobe park will be maintained by the City as well as the surrounding landscape improvements.

The Sun Meadowlark Estates homeowner’s association will maintain the frontage landscaping south of the cul-de-sac, which includes a stormwater treatment facility. The association will also maintain a fire-break area within the adjoining open space that surrounds the rear yards, as well as a wetlands area within Lot 2.

Acceptance of the constructed public improvements will add to the City’s inventory of infrastructure requiring long-term maintenance. Specifically, the following public improvements were added:

Description Quantity Unit Value (nearest thousand)
Roadway pavement 22,550 Square feet $105,000
Street signs 2 Each $1,000
Pavement markings 1 Lump sum $6,000
Curb & gutter 1,447 Lineal feet $51,000
Sidewalk 7,247 Square feet $58,000
Driveways 8 Each $10,000
Curb ramps 5 Each $15,000
Storm drain pipe 2,007 Lineal feet $116,000
Storm drain manholes 9 Each $35,000
Storm drain curb inlets 6 Each $23,000
Streetlights 5 Each $25,000
Subtotal (General) $445,000

Sewer manholes 4 Each $22,000
Sewer pipe 471 Lineal feet $28,000
Water pipe 489 Lineal feet $32,000
Fire hydrants 2 Each $12,000
Water meters 10 Each $45,000
Subtotal (Enterprise) $139,000

Total $584,000

EQUITY AND SUSTAINABILITY
Not applicable, as this item is an administrative matter of City business.

OUTREACH
Prior to the approval of this subdivision, the development application was subject to public hearings with the Planning Commission and the City Council.

Neighborhood interest in the subdivision became pronounced when funding from the subdivider for a public trail within the open space parcel was accepted by the City Council on March 3, 2020. The City Council subsequently allocated the funding to CIP No. 22797, a City project to construct the trail. The trail was contemplated as part of the City’s Trails Master Plan update in 2017. On May 17, 2022, the trail construction contract was reconsidered by the City Council after receiving input from residents within the surrounding neighborhoods. The City

Council elected to terminate the trail project and, with consent from the subdivider, redirected the funding to another City trail project.

STRATEGIC PLAN ALIGNMENT
Not applicable, as this item is an administrative matter of City business.

FISCAL IMPACT
The ongoing cost of maintenance for installed public infrastructure is partially offset by one- time fees paid to the City upon permit issuance, as well as revenue from increased property tax assessments. Ongoing utility costs equate to approximately $200 per year for streetlight electricity paid to PG&E from Account 00140201-431133.

Condition of Approval No. 5 of PUD-58 obligated the subdivider to provide funding for a trail to be constructed in the City-owned open space. The City received payment in the amount of $57,379. When the City Council terminated the trail project, these funds were transferred to the Callippe Trail Preserve Project, CIP No. 24767, as recommended by the Bicycle, Pedestrian, and Trails Committee.

Condition of Approval No. 12d of PUD-58 obligated the subdivider to either apply a slurry seal pavement treatment to Old Foothill Road or contribute funding in an equivalent amount to the City’s Capital Improvement Program. The subdivider elected to submit a payment of $20,230 in lieu of constructing the improvement; these funds have been placed in the revenue account for the Annual Slurry Seal Project, CIP No. 22504, for unrestricted use by the City.

Prepared by: Submitted by: Approved by:

Michael Stella, Senior Civil
Engineer
Norm Dorais, Director of Public Works

Gerry Beaudin, City
Manager

Attachments:

1. Vicinity Map

VICINITY MAP TRACT 7813

Item #15

CITY COUNCIL AGENDA REPORT

December 19, 2023
Public Works - Engineering Division

TITLE: ACCEPT SUBDIVISION IMPROVEMENTS CONSTRUCTED BY PONDEROSA HOMES II, INC., ASSOCIATED WITH TRACT 8259 AT 6900 VALLEY TRAILS

DRIVE, AND AUTHORIZE RELEASE OF FINANCIAL SECURITIES

SUMMARY
City Council Resolution No. 17-932, adopted on May 2, 2017, approved Vesting Tentative Tract Map 8259, a subdivision of an approximate nine-acre parcel located at 6900 Valley Trails Drive. The subdivision created 36 single-family home lots, one private community center lot, two private open space parcels, and one parcel deeded to the City for a public restroom that adjoins Valley Trails Park. City Ordinance No. 2162 and PUD-13 were subsequently adopted on May 16, 2017, which rezoned the property and approved a development plan. A Subdivision Agreement associated with Tract 8259 between the City and subdivider, Ponderosa Homes II, Inc., governed the construction of subdivision improvements as guaranteed by financial securities held by the City in conformance with California law.

Tract 8259 created Arches Way, Chesapeake Bay Court, and Salt River Bay Court (all public streets) and dedicated public service easements to the City across the street frontages and stormwater treatment facilities. A Stormwater Treatment Measures Inspection and Maintenance Agreement obligated the subdivider to operate the stormwater treatment facilities in perpetuity. The subdivider subsequently transferred these obligations to the Sycamore Homeowners Association.

Now that the construction of the required subdivision improvements is complete, the subdivider has requested formal acceptance of the improvements governed by the Subdivision Agreement and the release of held financial securities.

RECOMMENDATION

1. Accept the subdivision improvements constructed as part of Tract 8259, 90 calendar days after this action pursuant to California Government Code §66499.7.

2. Authorize the release of the Performance Bond and Labor and Materials Bond held as financial security each in the amount of $3,608,000 (Bond No. 929643345 by Continental Insurance Company), 90 calendar days after this action assuming no liens are filed.

3. Authorize the release of the Maintenance Bond in the amount of $360,800 (Bond No. 929643345(M) by Continental Insurance Company) held in conformance with Section 10 “Defects” of the Subdivision Agreement, two calendar years after this action assuming no latent defects are discovered.

BACKGROUND
On May 2, 2017, the City Council adopted Resolution Nos. 17-930, -931, -932, -933, and -934 certifying a Negative Declaration under CEQA, amending the General Plan land use designation, approving Vesting Tentative Tract Map 8259 subject to Conditions of Approval, approving an Affordable Housing Agreement, and approving a Growth Management Agreement.

On May 16, 2017, the City Council adopted Ordinance No. 2162, a Planned Unit Development (PUD-113) by Ponderosa Homes II, Inc., to construct subdivision improvements associated with Tract 8259.

On June 6, 2017, the City Council adopted Ordinance No. 2163 authorizing a Development Agreement between the City and Ponderosa Homes II, Inc. (Document No. 2018-007097) that memorialized the earlier City Council resolutions, mandated funding for a public restroom within Valley Trails Park, extended the duration of the City approval, and memorialized fees to be imposed on the development.

On April 17, 2018, the City Council approved the final map, improvement plans, and a Subdivision Agreement for Tract 8259 (Book 353 of Maps at Pages 59-64) with Ponderosa Homes II, Inc. The agreement was executed on the same day.

On December 19, 2018, the subdivider recorded a Declaration of Covenants, Conditions, and Restrictions of Sycamore that created a homeowner’s association (Document No. 2018- 239647).

On June 22, 2020, Ponderosa Homes II, Inc., entered into a Stormwater Treatment Measures Inspection and Maintenance Agreement (Document No. 2021-321070) that memorialized the subdivider’s obligations with respect to stormwater management.

On August 4, 2020, the City Council authorized a First Amendment to Subdivision Improvement Agreement that reimbursed the subdivider for additional costs associated with a water main replacement on Valley Trails Drive. The reimbursement allowed street resurfacing and sidewalk/curb ramp upgrades on Valley Trails Drive within the vicinity of the water main replacement. The additional cost of $293,595 was allocated from the Streets CIP General Fund account.

On July 1, 2021, a Second Amendment to the Subdivision Improvement Agreement was executed that extended the duration of the original agreement by four additional years.

On January 24, 2023, a Third Amendment to Subdivision Improvement Agreement was executed that extended the duration of Section 10 “Defects” of the original agreement due to discovered failures in the roadway including cracks and subsidence. The Third Amendment also required the subdivider to reimburse the City for costs associated with evaluating the roadway cracks and subsidence. As a result of this discovery, the subdivider voluntarily repaved the public roads within the subdivision at no cost to the City. Although the Third Amendment required the Defects provision to be extended from one year to three years, staff is now recommending the provision be extended for two years because the roads were repaved.

DISCUSSION
Tract 8259 constructed Arches Way, Chesapeake Bay Court, and Salt River Bay Court, all public roads that extend east from Valley Trails Drive. The roads include City-operated public utilities (water, sanitary sewer, and storm drainage) as well as sidewalks and streetlights. The subdivider also constructed a public restroom that adjoins Valley Trails Park.

The Sycamore Homeowners Association will maintain the stormwater treatment facilities, as well as the landscaping that surrounds the north, west, and south sides of the public restroom.

The east side of the restroom adjoins Valley Trails Park and will be maintained by the City as part of the park improvements.

Acceptance of the constructed public improvements will add to the City’s inventory of infrastructure requiring long-term maintenance. Specifically, the following public improvements were added:

Description Quantity Unit Value (nearest thousand)
Roadway pavement 44,094 Square feet $221,000
Street signs & markings 1 Lump sum $5,000
Curb & gutter 2,810 Lineal feet $86,000
Sidewalk 13,290 Square feet $67,000
Driveways 37 Each $79,000
Curb ramps 4 Each $8,000
Storm drain pipe 2,190 Lineal feet $157,000
Storm drain manholes 11 Each $65,000
Storm drain inlets 15 Each $45,000
Street lights 14 Each $53,000
Subtotal (General) $786,000

Sewer manholes 10 Each $50,000
Sewer pipe 1,182 Lineal feet $59,000
Water pipe 1,195 Lineal feet $90,000
Fire hydrants 3 Each $20,000
Air release valves 2 Each $3,000
Water meters 38 Each $76,000
Subtotal (Enterprise) $298,000

Total $1,084,000

EQUITY AND SUSTAINABILITY
Not applicable, as this item is an administrative matter of City business.

OUTREACH
Prior to the approval of this subdivision, the development application was subject to public hearings with the Planning Commission and the City Council.

STRATEGIC PLAN ALIGNMENT
Not applicable, as this item is an administrative matter of City business.

FISCAL IMPACT
The ongoing cost of maintenance for installed public infrastructure is partially offset by one- time fees paid to the City upon permit issuance, as well as revenue from increased property tax assessments. On-going utility costs equate to approximately $560 per year for street light electricity paid to PG&E from Account 00140201-431133.

An additional $177,800 was deposited for the construction of a tot lot and landscape improvements for Valley Trails Park, CIP No. 18756, which was completed and accepted by the City Council on December 7, 2021. Provision 4.2 of the Development Agreement required the subdivider to deposit $70,000 into an account. These funds were received and are to be used by the City to fund the operation and maintenance of a newly constructed public restroom within Valley Trails Park.

Prepared by: Submitted by: Approved by:

Michael Stella, Senior Civil
Engineer
Norm Dorais, Director of Public Works

Gerry Beaudin, City
Manager

Attachments:

1. Vicinity Map

VICINITY MAP – TRACT 8259

Item #16

CITY COUNCIL AGENDA REPORT

December 19, 2023
Public Works - Engineering Division

TITLE: AUTHORIZE CONTRACT CHANGE ORDER NO. 1 IN THE NOT-TO-EXCEED AMOUNT OF $100,000 TO THE EXISTING CONTRACT WITH GOLDEN STATE CONSTRUCTION & UTILITY, INC., FOR THE ANNUAL SEWER COLLECTION SYSTEM IMPROVEMENTS PROJECT, CIP NO. 24278

SUMMARY
On October 3, 2023, the City Council awarded a contract to Golden State Construction and & Utility, Inc., for the not-to-exceed amount of $544,000 and authorized the Director of Public Works to execute change orders up to $82,000 for the Annual Sewer Collection System Improvements Project, CIP No. 24278. The project is currently under construction and addresses several sewer lines and structures needing replacement or rehabilitation. Specific to one project area, when the sewer line near the basketball court in Meadowlark Park was potholed, elevations of the existing sewer line were different than anticipated, requiring the work to be redesigned with a new alignment to provide adequate slope for the pipe while avoiding impacting the basketball court. The new alignment requires an additional 220 feet of piping, an additional manhole, 400 square feet of concrete and asphalt restoration, and the removal and replacement of six trees. The contract change order for the not-to-exceed amount of $100,000 covers the additional costs to install the sewer line, correcting a segment of sewer line under the basketball court that has settled, which caused the line to back up and require monthly cleaning. The final payment amount for the work included in Change Order No. 1 will be determined by the actual field-measured quantities.

RECOMMENDATION

1. Authorize Contract Change Order No. 1 in the not-to-exceed amount of $100,000 to the existing contract with Golden State Construction & Utility, Inc., as part of the Annual Sewer Collection System Improvements, CIP No. 24278.

2. Authorize the Director of Public Works to approve a project contingency and execute contract change order(s) for $182,000, an increase of $100,000 from the original contingency of $82,000 for unforeseen yet necessary related work.

BACKGROUND
This project is part of the annual maintenance program, which includes replacement or rehabilitation of sewer pipelines and structures. Sewer replacement and rehabilitation projects are selected from a list of problem areas or potential problem areas identified and maintained by the City.

Video surveillance of the existing eight-inch sewer main under Meadowlark Park reveals a substantial sag, impacting flow and causing consistent buildup along the length of the pipe.

This line is currently hydro-jetted and cleared monthly.

The existing pipeline within W. Angela Street, from First Street to Main Street, has been temporarily repaired after being damaged by utility construction and has a diameter change near Main Street. This area has seen frequent backups and pipeline failures. Replacement of this line will result in a consistent diameter of pipe and pipe material, which will improve flows.

Three manholes at the intersection of California Avenue and Washington Street are currently subject to minor backups due to existing restrictions in the manhole inverts. These inverts will be reconstructed for better flows, reducing future maintenance needs.

The sewer main on Arendt Way was installed before 1970, and video surveillance of the pipeline shows a major sag in the line impacting flow. This sag is causing buildup along the length of the pipe, which requires regular maintenance. Due to the age of this pipeline, a complete replacement is warranted.

Continuing erosion of the banks of the Arroyo del la Laguna just south of Bernal Avenue has the potential to expose and damage the existing 18-inch sewer main in this area. To avoid potential significant sanitary sewer service interruption, this facility was placed in a new alignment away from the banks of the arroyo.

The current sanitary sewer collection around Rose Avenue flows west to east and then under the Alameda County Fairgrounds. These facilities were built out as tract construction progressed westward over separate developments. As the ultimate goal was for collection to no longer require the connection under Alameda County’s property, developers were required to install a parallel system to flow in the opposite direction, exiting Rose Avenue west of Melinda Way. This project will put this system in service and abandon the previously used line.

On November 15, 2022, the City Council approved a contract for $544,000 with Golden State Construction & Utility, Inc. (Golden State), a $16,800 contract with Alta Archaeological Consulting, LLC, and authorized a project contingency of $82,000 and the Director of Public Works to approve and execute change orders up to the contingent amount.

DISCUSSION
Golden State has relocated the 18-inch sewer line along the Arroyo del la Laguna just south of Bernal Avenue. To complete this work, additional piping was required to clear existing utility lines conflicting with the new manhole on W. Lagoon Road. Rose Avenue work is nearing completion, and flows have been redirected. West Angela Street pipe installation work has been completed and required additional work to upsize a lateral to address routine plugging due to an undersized pipe. Arendt Way work is under construction at the time of this report.

Work at California Avenue is scheduled to begin in mid-December 2023.

Replacement of a portion of the eight-inch sewer main within Regency Drive and under Meadowlark Park initially required removing and replacing 176 feet of pipe and installing a new manhole to facilitate future maintenance access. Following potholing, it was determined that the sag occurred under the recently renovated basketball court in Meadowlark Park and requires relocating the connection point to the north of the basketball court with the pipe then placed in an alignment to the east side of the court to the existing manhole on Regency Drive.

The realignment will require an additional 220 feet of piping, an additional manhole, replacement of 400 square feet of concrete and asphalt, and the removal and replacement of six trees. The estimated cost for this additional work is $100,000.

Change Order No. 1
The not-to-exceed cost of $100,000 for Change Order No. 1 for the additional work at Meadowlark Park was estimated by Golden State based on the plans provided by City staff.

The costs compare favorably with the engineer's estimate of $95,000. Staff recommends the City Council authorize Change Order No. 1 for a not-to-exceed amount of $100,000 and increase the project contingency to the additional change order amount. The original project contingency will be available to address current change orders and any potential unforeseen conditions for the remaining work.

Schedule
Construction will begin in late October 2023 and be completed in February 2024.

EQUITY AND SUSTAINABILITY
Staff followed the City Procurement Policy for purchasing procedures as these types of repairs are routine matters of City business.

OUTREACH
Construction notices were sent to businesses and residents adjacent to the project locations.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the ONE Pleasanton strategic plan goal of Investing in Our Environment, Strategy 1 – Implement the four-year Capital Improvement Program (CIP) to complete the design and construction of budgeted capital projects.

FISCAL IMPACT
The anticipated total expenditure, including Change Order No. 1 for the project, is $768,504, including the $544,000 contract award, a $182,000 contingency, $16,800 for archaeological monitoring services, $25,000 for material testing services, and $704 for advertising. $1.5 million is available for the Annual Sewer Collection System Improvements Project, CIP No. 24278. The funding and anticipated project expenditures are detailed in Attachment 2.

Prepared by: Submitted by: Approved by:

Adam Nelkie, Assistant Dir. of
Public Works - Engineering
Norm Dorais, Director of Public Works

Gerry Beaudin, City
Manager

Attachments:

1. Project Locations

2. Funding and Estimated Expenditures Summary

W LAS POSITAS BLVD

SANTA RITA ROAD

BERNAL AVENUE

FOOTHILL ROAD

INTERSTATE

CALIFORNIA
680

SUNOL BLVD

REGENCY DRIVE
SEE DWG C-1

VALLEY AVENUE

STANLEY BLVD

HOPYARD ROAD

BERNAL AVENUE
SEE DWG C-2

ROSE AVENUE
SEE DWG C-3TO C-4
W. ANGELA STREET
SEE DWG C-5

ARENDT WAY
SEE DWG C-6

CALIFORNIA AVENUE
SEE DWG C-7

FIRST STMAIN ST

ALAMEDA COUNTY

FAIRGROUND

CITY OF PLEASANTON
ANNUAL SEWER COLLECTION SYSTEM IMPROVEMENTS - CIP NO. 24278

PUBLIC WORKS DEPARTMENT, ENGINEERING DIVISION

LOCATION MAP

NOT TO SCALE
ATTACHMENT 1

ATTACHMENT 2
CIP NO. 24278
10/03/23
Project Funding to Date Amount Totals
2023-24 CIP Allocation (Fund 431 - Sewer Replacement CIP) $1,500,000

TOTAL PROJECT FUNDING TO DATE
Project Expenditures
Advertising $704
Golden State Construction & Utility, Inc. - Contract 544,000 Project Contingency (approximately15%) 82,000
Archaeological Services (Alta Archaeological Consultants) 16,800 Testing/Inspection Services (Geocon Consultants) 25,000 Anticipated Project Expenditures
Golden State Construction & Utility, Inc. - Change Order #1 $100,000

TOTAL PROJECT EXPENDITURES
Funding Balance/ (Shortfall)
Current Balance $731,496
$768,504

ANNUAL SEWER COLLECTION SYSTEM IMPROVEMENTS
$1,500,000

Item #17

CITY COUNCIL AGENDA REPORT

December 19, 2023
Public Works - Operations Division

TITLE: CONTINUED FROM DECEMBER 5, 2023 - APPROVE FIRST AMENDMENTS TO

THE AS-NEEDED MAINTENANCE AND TRADE SERVICES AGREEMENTS BY INCREASING THE TOTAL NOT-TO-EXCEED AMOUNTS TO $1,200,000 FOR PIPE & PLANT SOLUTIONS INC. AND TO $750,000 FOR PRESIDIO SYSTEMS, INC. FOR UTILITIES-SEWER/STORM FLUSHING AND CLOSED-CIRCUIT

TELEVISION (CCTV) SERVICES

SUMMARY
The Public Works Department is responsible for the operations and maintenance of the City’s sewer and storm systems, which require cleaning and inspection to ensure proper operation. A Request for Bids for CCTV cleaning and inspection services was distributed on August 4, 2021. Three contractors were selected to provide as-needed sewer or stormwater CCTV and inspection services for planned and emergency work and to assist other City departments on projects. Due to the storm events in late 2022 and 2023, the City relied heavily on these contractors to assist with storm cleanup. Additionally, Pipe & Plant Solutions, Inc. has been helping to assess the City’s sewer infrastructure in preparation for the updated 2024 Sewer System Management Plan and long-term CIP project projections. Staff is requesting amendments to the as-needed agreements with Pipe & Plant Solutions, Inc. and Presidio Systems, Inc. to provide supplemental flushing and project-specific Closed-Circuit Television (CCTV) services for the sewer and storm lines.

RECOMMENDATION

1. Approve and authorize the City Manager to execute an amendment to the as-needed maintenance and trade services agreement with Pipe & Plant Solutions, Inc. to increase the not-to-exceed amount by $700,000 for sewer CCTV service to revise the total not- to-exceed agreement limit from $500,000 to $1,200,000 for FY 2023/24.

2. Approve and authorize the City Manager to execute the amendment to the as-needed maintenance and trade services agreement with Presidio Systems, Inc. to increase the not-to-exceed amount by $250,000 for sewer and storm cleaning services to revise the total not-to-exceed agreement limit from $500,000 to $750,000 for FY 2023/24.

BACKGROUND
The Public Works Department is responsible for the operations and maintenance of the City’s sewer and storm systems, which include 245 miles of sewer pipe, 6,032 sewer maintenance holes, 195 miles of storm pipe, 4,222 storm maintenance holes, and 8,226 storm inlets that require cleaning and inspection to ensure proper operation. All pipeline inspected is to be rated per the National Steel and Shipbuilding Company (NASSCO) Pipeline Assessment Certification Program (PACP). All maintenance holes inspected are to be rated per the NASSCO Manhole Assessment Certification Program (MACP), which is the industry standard

that is used to identify cracks, laterals, corrosion, offset/sags, and roots. These inspections allow City staff to understand what is needed to maintain the pipelines and plan for future Capital Improvement Program (CIP) projects.

Contracting certain services allows for prioritizing operations and maintenance tasks based on available staff, project work, regulation requirements, and customer needs. Contracting Closed Circuit Television (CCTV) and inspection services for planned and emergency work allows greater flexibility to meet operations, maintenance, and project needs. The as-needed service agreements would support unscheduled work such as engineering projects, storm events, and large-scale sanitary sewer overflows.

DISCUSSION
A Request for Bids for CCTV cleaning and inspection services was distributed on August 4, 2021. Three contractors were selected to provide as-needed sewer or stormwater CCTV and inspection services for planned and emergency work and to assist other City departments on projects. Due to the storm events in late 2022 and 2023, the City relied heavily on these contractors to assist with storm cleanup.

These contractors clean and inspect large-diameter pipes, which is currently beyond the capability of staff. Increasing these contracts will allow the City to remain compliant and achieve its stated goals in our current Sewer System Master Plan (SSMP). The goal is to clean the sewer system every five years, which is approximately 268,646 linear feet a year. The goal for CCTV inspection is every seven years or 191,890 linear feet per year. Additionally, Pipe & Plant Solutions, Inc. has been helping to assess the City’s sewer infrastructure in preparation for the updated 2024 Sewer System Management Plan and long-term CIP project projections.

Both Pipe and Plant Solutions, Inc. and Presido Systems, Inc. have performed past projects to the satisfaction of the City. Staff recommends increasing the as-needed contract for Pipe and Plant by $700,000 for CCTV services to assist with reaching the 2024 SSMP goal, and increasing the as-needed contract amount for Presidio Pipeline, Inc. by $250,000 for storm and sewer cleaning services.

EQUITY AND SUSTAINABILITY
Following the City Procurement Policy, staff conducted a public bidding process on which the agreements for the described products and services are based.

OUTREACH
No outreach was conducted, as this item is a routine matter of City business.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the ONE Pleasanton strategic plan goal of Investing in Our Environment, Strategy 8 – Update the Sewer System Master Plan to reflect current and future operations and identify system improvements and necessary maintenance, in providing more flexibility for the upcoming wet season and helping to achieve the sewer cleaning goals of the SSMP.

FISCAL IMPACT
The contracted services are primarily funded within the Internal Service Fund for Repair and

Replacement associated with the Sewer Fund (434) 43442201-440105, which is budgeted at $1,250,000 for FY 2023/24, and the Annual Storm Repair and Replacement Fund (441) CIP 24415 that has an annual allocation of $125,000 and a current balance of $431,000.

Prepared by: Submitted by: Approved by:

Daniel McVey Norm Dorais, Director of Public Works

Gerry Beaudin, City
Manager

Attachments:

1. Continuance Memo

2. Pipe and Plant Solutions Inc. First Amendment to Agreement

3. Presidio Systems, Inc. First Amendment to Agreement

MEMORANDUM
Date:December 19, 2023
To:Mayor and City Council
From: Gerry Beaudin, City Manager
Norm Dorais, Interim Director of Public Works
Daniel McVey, Interim Utilities Division Manager
Subject:Continued from December 5, 2023, City Council Meeting- Approve the First Amendments to the as-needed maintenance and trade services agreements by increasing the total not-to-exceed amounts to $1,200,000 for Pipe & Plant Solutions Inc. and $750,000 for Presidio Systems, Inc. for Utilities-Sewer/Storm flushing and Closed-Circuit Television (CCTV) services
The December 5, 2023, City Council meeting agenda included Item #10 for the City Council to consider approving the first amendments to the as-needed maintenance and trade services agreements for Pipe & Plant Solutions, Inc. and Presidio Systems, Inc. to provide supplemental flushing and project-specific Closed-Circuit Television (CCTV) services for the sewer and storm lines for the City. The agenda report included a staff recommendation to increase the total not-to-exceed amounts to $1,200,000 for Pipe and Plant Solutions Inc. and $750,000 for Presidio Systems, Inc. After discussion, the City Council continued the item to its December 19, 2023, meeting, requesting additional information be provided.

Pipe & Plant Solutions, Inc.

The as-needed maintenance and trade services agreement amendment with Pipe & Plant Solutions, Inc., to increase the not-to-exceed amount by $700,000 for sewer CCTV service is a proactive effort by the City to evaluate and maintain the sewer system. With one task in the development of a Sewer System Management Plan to identify deficiencies with the sewer system, the City’s on-call agreement with Pipe & Plant was utilized to CCTV additional parts of the sewer system to aid the overall evaluation. To replace the funds used by Pipe & Plant to perform this additional CCTV work, the City is looking to add funding to the current on-call contract with Pipe & Plant as this is the most time- and cost-efficient approach. Therefore, it is recommended that the on-call service contract with Pipe & Plant be increased with available funds from the Internal Sewer Service Fund (434) for Repair and Replacement.

Presidio Systems, Inc.

The contract with Presidio Systems, Inc., to increase the not-to-exceed amount by $250,000 for sewer and storm cleaning services will increase the total not-to-exceed amount from $500,000 to $750,000 for Fiscal Year 2023/24. After using Presidio Systems to provide early- 2023 storm cleanup and damage assessment to address impacts most expeditiously, the account funds were depleted such that there was insufficient funding to provide the cleaning and inspection services those funds were originally intended. The assistance provided by Presidio during storm response activities was a critical part of the overall ability of the City to address the numerous localized flooding hazards created by the storms. To re-establish the funds for Presidio to perform the original on-call work and for the City to have the ability to quickly respond during the upcoming wet winter season, staff is recommending additional funds be allocated to the current on-call contract with Presidio. Therefore, it is recommended that the on-call service contract with Presidio be increased with available funds from the Annual Storm Repair and Replacement Fund (441).

Contract #2022297
First Amendment Page 1

FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement ("First Amendment") is entered into this _____ day of November 2023, by the City of Pleasanton (“City”) and Pipe and Plant Solutions Inc. ("Contractor”).

Whereas, on September 27, 2021, the City and Contractor entered into an As-Needed Maintenance and Trade Services Agreement to provide Sewer and Storm flushing & CCTV services per R.F.B. Project No. OSD 2021-603 ("Agreement"); and
Whereas, the parties desire to amend the Agreement to increase the cumulative not to exceed amount to $1,200,000 through June 30, 2024.

Now, therefore, in exchange for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Section 3 of the Agreement (“Compensation”) shall be increased for total compensation shall not exceed $1,200,000 through June 30,2024.

2. This First Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3. All other terms and conditions of the Agreement shall remain in full force and effect.

In witness whereof, authorized representatives of the parties have executed this First Amendment to the Agreement as of the date and year first above written.

CITY OF PLEASANTON CONTRACTOR – Pipe & Plant Solutions

_____________________________ By: __________________________ Gerry Beaudin, City Manager Signature
__________________________
Print name
ATTEST: Title: __________________________
_____________________________ [If Contractor is a corporation, signatures must comply Jocelyn Kwong, City Clerkwith California Corporations Code §313]

Contract #2022297
First Amendment Page 2
APPROVED AS TO FORM:

By: __________________________
_____________________________ Signature
Daniel G. Sodergren, City Attorney __________________________ Print name
Title: __________________________

Contract #2022383
First Amendment Page 1

FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement ("First Amendment") is entered into this _____ day of November 2023, by the City of Pleasanton (“City”) and Presidio Systems, Inc. ("Contractor”).

Whereas, on January 31, 2022, the City and Contractor entered into an As-Needed Maintenance and Trade Services Agreement to provide Sewer and Storm flushing and CCTV services per R.F.B.

Project No. OSD 2021-603 ("Agreement"); and
Whereas, the parties desire to amend the Agreement to increase the cumulative not-to-exceed amount to $750,000 through June 30, 2024.

Now, therefore, in exchange for valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Section 3 of the Agreement (“Compensation”) shall be increased for total compensation shall not exceed $750,000 through June 30, 2024.

2. This First Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3. All other terms and conditions of the Agreement shall remain in full force and effect.

In witness whereof, authorized representatives of the parties have executed this First Amendment to the Agreement as of the date and year first above written.

CITY OF PLEASANTON CONTRACTOR – Presidio Systems, Inc.

_____________________________ By: __________________________ Gerry Beaudin, City Manager Signature
__________________________
Print name
ATTEST: Title: __________________________
_____________________________ [If Contractor is a corporation, signatures must comply Jocelyn Kwong, City Clerkwith California Corporations Code §313]

Contract #2022383
First Amendment Page 2
APPROVED AS TO FORM:

By: __________________________
_____________________________ Signature
Daniel G. Sodergren, City Attorney __________________________ Print name
Title: __________________________

Item #19

CITY COUNCIL AGENDA REPORT

December 19, 2023
Public Works - Operations Division

TITLE: CONTINUED FROM DECEMBER 5, 2023 - RECEIVE AN UPDATE ON THE

DEVELOPMENT OF A WATER SYSTEM MANAGEMENT PLAN

SUMMARY
To ensure the effective management of its water system, the City is preparing a Water System Management Plan (WSMP). Development of this plan includes a comprehensive review of the various elements of the water enterprise, including administration, planning, operations and maintenance, capital improvements, resources, and financing. The initial WSMP deliverable includes a program assessment against industry benchmarks that helped to identify higher priority areas of focus, and an appraisal level determination of capital improvement needs for the water system equipment and facilities. An initial draft water enterprise 10-year Capital Improvement Plan (CIP) is included in the development of this plan and has been formulated to guide and plan for investment and replacement needs to ensure a high-performing and sustainable water delivery system for the City.

RECOMMENDATION
Receive an update on the development of a Water System Management Plan.

BACKGROUND
The City distributes approximately 14,000 acre-feet of safe, reliable drinking water per year to over 22,000 customers. The City has two sources of water supply: treated surface water and groundwater purchased from Zone 7 Water Agency (Zone 7), and groundwater from City- owned and operated wells with a total pumping allotment of 3,500 acre-feet per year. The City’s distribution system consists of 20 storage tanks, 14 pump stations, and over 300 miles of mostly underground piping. The annual operating budget for the water system program is approximately $29 million (CIP expenditures not included). The City’s water system program requires management of various elements, including administration, planning, operations and maintenance, capital improvements, resources, and financing.

In April 2022, Council approved an agreement with Carollo Engineers to prepare the Water System Management Plan. Evaluation of the water enterprise business practices and capital planning is required to avoid major disruptions and maintain expected service levels. Based on this, the City has initiated a Water System Management Plan (WSMP) that is envisioned to be a comprehensive compilation of the standards and practices to be applied within a high- performing water enterprise. The WSMP is to be a dynamic document, reviewed every three years to evaluate its effectiveness and comprehensively updated every six years to ensure that activities and projects are being implemented in a timely fashion.

DISCUSSION
Initial development of the WSMP is occurring in three phases; this report covers work completed to date, including Phase 1 and the CIP part of Phase 2.

Phase 1 – High-Level Assessment of City’s Water System Program: This phase includes utilizing the Effective Utility Management guidance document to evaluate the City’s existing water system program practices and make recommendations for improvements.

Phase 2 – Develop Work Plan: The portion of this phase completed to date includes a work plan to identify and prioritize capital improvement needs. This analysis forms the basis of the water enterprise 10-year CIP. The other portion of this phase deals with internal work planning and scheduling that spans a minimum of six years so that it covers the time period of the initial WSMP through the first comprehensive WSMP update.

Phase 3 – Document the WSMP: The City will develop the initial WSMP in accordance with the work planning from Phase 2. The WSMP will be organized by program elements identified below. Tasks to be included in the final WSMP include, but are not limited to:
• Water enterprise goals, key performance indicators, and policies to guide the management of the water system
• Review/summarize existing planning efforts (e.g., urban water management plans, risk and resiliency assessments, water distribution capacity evaluations, etc.), identify planning gaps, and perform high-priority planning tasks (e.g., establish a 10-year CIP, perform a regulatory review, etc.)
• Review/summarize existing operation and maintenance practices, identify deficiencies, and perform high-priority tasks (e.g., establish a standard operating procedure program and competency-based training program)
• Recommend a prioritized list of actions, programs, and CIP projects to be implemented to improve the management of the water system.

Phase 1 involved a benchmarking exercise comparing the City’s water utility management and operations to that of an effective water utility as determined by standards established by the American Water Works Association (AWWA) and adopted by the US Environmental Protection Agency. The assessment looked at ten attributes, and of these, the City staff ranked its most important but lowest achieving areas to be financial viability and infrastructure strategy and performance.

This led to completing a portion of Phase 2 as follows: the development of the rate study, which the City Council recently concluded by adopting a 2-year rate increase implementation starting January 1, 2024, followed by the development of a water enterprise 10-year CIP. This water enterprise CIP development is the focus of this report.

Condition Assessments
Teams of engineers, operators, and technicians performed multiple days of on-the-ground, appraisal-level equipment and facility assessments of the City’s water assets. These activities were conducted to establish baseline conditions and identify capital needs. Needs were categorized within the areas of water supply, distribution capacity, above-ground facilities, below-ground pipelines, and SCADA/Power. Each category is populated with projects, which then get prioritized considering the risk score and the discretionary versus non-discretionary nature of the projects.

Project Categorization
The WSMP is being developed with a list of anticipated projects within the following categories.

1. Water Supply – Water Supply requirements generally fall within two categories, volumetric/available daily rates, and water quality. This includes the City’s recent action to proceed with developing an alternative water supply to replace the City’s PFAS contaminated sources (i.e., two new wells).

2. Distribution – Distribution system projects include system upgrades needed to improve performance to meet current City standards based on the City’s updated distribution hydraulic model. These projects mainly include pipeline replacement to address fire flow and other system deficiencies.

3. Rehabilitation and Replacement (R&R) – Based on physical assessment of the water system facilities condition, R&R projects fall into two categories, above ground facilities such as pump station and water storage tanks and below ground which are primarily pipelines renewal and replacement. There can be overlap between distribution improvements pipeline R&R; for the purpose of this analysis, priority is given to distribution pipeline needs.

4. Supervisory Control and Data Acquisition (SCADA) – The operations and management of supply and distribution on an hourly basis is controlled and monitored via the City’s SCADA system and the power supply to pumps and other equipment is managed within city-owned facilities. Improvement recommendations were developed based on a comprehensive study and involved input from City’s water O&M staff.

Project Prioritization
The Priority System ranks the level of importance of a project based on several factors, such as protection of health and safety and rate of return on the City’s investment. Risk of failure was assigned to each asset to help understand the criticality of the asset function to the overall system viability. A risk score was calculated based on the probability and consequences of failure scores, and the asset condition scoring is based on a 1-5 scale. Asset condition scores were developed for mechanical, electrical, and structural categories. Each facility was scored by asset type and assigned a reinvestment year. Consequences of failure score was developed based on a matrix of factors. Distribution pipelines were also evaluated based on the type of material, pipe age, criticality, and using available data and staff knowledge to the extent available.

Recognizing that there are limitations in available funds and to ensure generational equity (where future generations have a legitimate expectation of equitable access to water resources) among paying customers, an additional layer of prioritizing was required to achieve more levelized annual capital spending. Only priority level A and B projects are included as funded amounts and are to be addressed within the City’s regular rate study process. To accomplish this task, CIP project prioritization was based on three categories that give some flexibility in the implementation timing of funded capital needs so as not to overburden ratepayers in any single or series of years when feasible:

Priority Level A: These projects are ranked the highest if they are required for health and safety; required by law, regulation, or contract; are under construction; and/or are funded by applicants or outside funding sources. Examples of these types of projects include two new wells (as the approved water supply alternative project) and projects that increase water

capacity within the distribution system.

Priority Level B: These projects provide measurable progress toward achieving the City’s goals, but the City has a moderate level of control as to when these projects should be accomplished. Examples of these types of projects include end-of-useful life, age-related failures, and maintenance history-type replacements. Examples of these types of projects include the pump station and turnout improvements, and water tank modification projects.

Priority Level C: Projects not meeting the criteria for priority level A or B are ranked as priority level C. These are projects that are anticipated to be needed, but may not yet have defined scopes, schedules, or funding sources. Examples of these types of projects include system improvements and communications improvements.

Initial 10-year CIP Results
Tables 1 and 2 below provide a snapshot of the anticipated, unprioritized CIP costs for the first 10 years of the WSMP starting in FY 2023/24. These costs are preliminary and are subject to adjustment based on financial considerations. This should be considered a first look at water enterprise capital needs and will necessarily change as the evaluation continues through the following steps:
• Determining who pays - new vs existing customers and evaluation of the City’s water system connection fees and charges
• Reviewing maintenance history and interviewing staff regarding the higher-ranking projects to fine-tune the project timing to ensure City staff experience is integrated into the final results
• Iterating with the rate model and financial plan to achieve a levelized or regular increasing spending plan affordable for ratepayers but also sufficient to support a high- performing, reliable water system operation over the long term • Have a final CIP ready to go for the next 2-year rate study with rate adjustments and projects starting in January 2026 and ready for incorporation in the FY 2026/27 budgeting process.

[report continues on following page]

Table 1 – Preliminary/Draft CIP Cost Ranges based on Project Classification Project
Categories
Prioritization Needs 10-Year Project
Costs
Million $
Water Supply Supply Reliability $20 - $30
Distribution Adequate Pressure and Supply to
Customers
$55 - $65
Rehabilitation and
Replacement
(Above Ground)
Asset Failure Risk $45 - $65
Rehabilitation and
Replacement
(Pipelines)*
Asset Failure Risk $0 – $20
SCADA and
Power
System Control, Reporting, Service
Reliability
$15 - $25
*Initial pipeline replacements are in the distribution project category. Future year spending on pipelines will be greater than shown here.

Table 2 – Preliminary Cost Ranges based on Project Priority Project Priority 10-Year Project Costs
Million $
Priority A $80 - $120
Priority B $50 - $75
Priority C $5 - $10
Notes: All costs shown are in 2023 dollars and are planning-level estimates. Costs exclude operations and maintenance.

Next Steps
Staff will provide periodic updates to the City Council on the remaining development of the WSMP until its completion, which is estimated to be around April 2024.

EQUITY AND SUSTAINABILITY
Approval of a WSMP, when appropriate, advances the City's Climate Action Plan 2.0 (CAP) - Water Resources - Reduce GHG emissions from water usage (including conveyance) and prepare community water resources for a changing climate which will result in cost savings, enhance water quality and availability, improve infrastructure, and increase resiliency.

OUTREACH
As the development of the WSMP continues to progress, updates will be provided during scheduled City Council meetings so that the public will be fully informed and able to participate and provide input.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the ONE Pleasanton strategic plan goal of Investing in our Environment, specifically Strategy 4 – Complete the Water System Master Plan to reflect current and future operations and identify system improvements and necessary maintenance, and Strategy 6 - Continue to implement priority items from the Climate Action Plan 2.0 (CAP) to lead by example in environmental sustainability.

FISCAL IMPACT
There is no fiscal impact associated with this update. The City Council previously approved funding for this project, and the project is on schedule.

Prepared by: Submitted by: Approved by:

Tamara Baptista, Assistant Dir. of
Public Works - Operations &
Maintenance
Norm Dorais, Director of Public
Works

Gerry Beaudin, City
Manager

Attachments:

None

Item #20

CITY COUNCIL AGENDA REPORT

December 19, 2023
Finance

TITLE: ADOPT A RESOLUTION TO ACCEPT THE FISCAL YEAR 2022/23 YEAR-END

FINANCIAL REPORT FOR THE CAPITAL IMPROVEMENT PROGRAM (CIP) BUDGET

SUMMARY
This year-end report presents the unaudited results of the Fiscal Year 2022/23 Capital Improvement Program (CIP). The audited information will be reflected in the City's Annual Comprehensive Financial Report (ACFR) and will be presented to the City Council after the City's independent auditor has issued its opinion on the ACFR and the Audit Committee has reviewed it, which is expected to occur in January/February 2024. If there are any differences in the financial information presented in this report and the ACFR due to the audit, those changes will be highlighted for the City Council at that time.

RECOMMENDATION
Adopt a resolution to accept the Fiscal Year 2022/23 year-end Financial Report for the Capital Improvement Program (CIP) Budget and approve the carryforward funding amount as included in the report.

BACKGROUND
Annually, staff presents the year-end financial report for the Capital Improvement Program to the City Council for approval. The report summarizes the actual results of the financial activities for the CIP Budget and recognizes budget carryovers to the following year. The City's Annual Comprehensive Financial Report is still in progress; therefore, the financial information included in this report is unaudited. The audited information will be reflected in the ACFR and will be presented to the City Council once the City's independent auditor has issued its opinion on the ACFR and the Audit Committee has reviewed it; this is expected to occur in January/February 2024. If there are any differences in the financial information presented in this report and the ACFR as a result of the audit, those changes will be highlighted for the City Council at that time.

DISCUSSION
This report presents the status of the CIP Budget as of June 30, 2023. It provides a summary of the actual expenditures, the amended budget which is the original budget plus any amendments approved by the City Council through June 30, 2023, and the recommended carryforward amount from FY 2022/23 to FY 2023/24 for each project. Projects can be funded with more than one funding source and expenditures can be cyclical or multiyear in nature, which is reflected in the carryforward.

It should be noted that during the development of the FY 2023/24 and FY 2024/25 Capital Budget, staff performed a more comprehensive analysis of each capital fund’s condition, in terms of budgeted versus actual revenues collected, to reassess and adjust the budget for

projects, as needed, to ensure there is an adequate fund balance in each fund. For example, in the Traffic Impact Fee Fund actual fees collected in recent years were less than budgeted to a point where actual project expenditure budget had to be reduced or removed altogether.

At the March 21, 2023, City Council meeting staff initially presented a list of recommended adjustments that were being planned; notably, these adjustments are reflected in the FY2023/24 carryforward balances (as shown in Table 1 below, and in Tables 3-9 for each of the project categories). Based on FY 2022/23 actual expenditures for each project as well as estimated balance for each fund, this report includes final carryforward recommendations for the City Council’s approval.

Table 1 summarizes the actual expenditures to the amended budget for the fiscal year and identifies the carryforward by CIP project category.

Table 1 – Summary of CIP Carryforwards by Project Category

There are multiple reserves across the City’s CIP funds. These reserves are earmarked for specific use and/or function as a holding account for projects that are in the pipeline and require additional funding or serve as an emergency funding source. While there are some general, multi-purpose reserves, such as the main Capital Improvement Program Reserve in the Miscellaneous CIP Fund, most reserves are restricted and their use must meet all the requirements of federal or state legislation, voter-approved measures, City ordinances, municipal code and/or grant. For the Summary of CIP Reserves by Project Category table below, the reserve details are provided in the corresponding category CIP project table.

Table 2 – Summary of CIP Reserves by Project Category

Sewer CIP Projects
In FY 2022/23, the East Amador Lift Station (EALS) project, which will rehabilitate an aging facility to extend its useful life, was mostly done; carrying forward the remaining budget of $0.06 million is recommended to complete the project in FY 2023/24. The Sewer Capacity

Evaluation project is a general capacity study of the City’s sewer collection system to confirm proper sizing of sewer piping, pump stations and other facilities with a recommended carryforward budget of $0.46 million. The Sanitary Sewer Management Plan project updates an integrative planning document for overall management of the City’s sewer system with a recommended carryforward budget of $0.30 million.

Table 3 summarizes the full list of Sewer CIP projects with actual expenditures to the amended budget for FY 2022/23, along with recommended carryforwards.

Table 3 – Sewer CIP Projects

Water CIP Projects
In FY 2022/23, construction of the Annual Water Distribution System Improvements and Foothill Reservoir Residual Control System projects, as well as the study of the Emergency Power Improvements Utility Systems, were completed. Some of the projects with a carryforward budget include the Water System Management Plan (WSMP) project, which will develop an integrative planning document for overall management of the City’s water system, establish objectives and performance measures for water supply, water quality, distribution capacity, infrastructure renewal/upgrades, operation and maintenance, with a remaining budget of $0.66 million. The Annual Water Distribution System Improvements project, which includes replacing and/or installing water mains, valves, services, and other needed appurtenances, has a remaining budget of $0.72 million to complete the project in FY 2023/24.

Table 4 summarizes the full list of Water CIP projects with actual expenditures to the amended budget for FY 2022/23, along with recommended carryforwards.

Table 4 – Water CIP Projects

Parks CIP Projects
In FY 2022/23, there were activities across multiple projects: the construction was completed for the pickleball courts at Muirwood Community Park based on input from the community; the design and construction were mostly finished for the Augustin Bernal Mountain Bike Trail, providing a dedicated trail for mountain bikers, with completion in FY 2023/24; the design phase of the Lions Wayside Park Improvement commenced.; the Urban Forest Master Plan entered the design phase; the new cricket pitch at Ken Mercer Sports Park entered the construction phase and will be completed in FY 2023/24; and design work started on the skatepark at Ken Mercer SPorts Park.

Table 5 summarizes the full list of Parks CIP projects with actual expenditures to the amended budget for FY 2022/23, along with recommended carryforwards.

Table 5 – Parks CIP Projects

Miscellaneous CIP Projects
In FY 2022/23, the design was completed and construction began for the Val Vista Underdrain project that will provide a permanent solution to ensure compliance with the Regional Water Quality Board regulations, routing recycled water underdrainage to local sewers instead of into the storm drain system. The design for the short-term ACE train parking solution was completed. The Valley Ave Soundwall Replacement project entered the design phase and will reconstruct and stabilize the failing soundwalls along Valley Avenue.

Table 6 summarizes the full list of Miscellaneous CIP projects with actual expenditures to the amended budget for FY 2022/23, along with recommended carryforwards.

Table 6 – Miscellaneous CIP Projects

Transportation & Streets CIP Projects
Transportation & Streets CIP is the City’s most active capital project category. The Street Resurfacing project was completed where 1 million square feet of existing pavement was overlayed and 0.92 million square feet of existing pavement was slurry sealed. Notably, a test section of Stoneridge Mall Road was repaired with Superpave which is recommended by the Federal Highway Administration and Caltrans as the new pavement mix design to be utilized throughout the country and state, allowing for review and analysis before a broader distribution is required. The 2022 Curb and Gutter for Street project was completed where damaged concrete curb, gutter and sidewalk were replaced, and pedestrian ramps were installed or reconstructed in compliance with Americans with Disabilities Act as identified in the 2022 Street Maintenance Program. The 2023 Curb and Gutter For Street project began and is expected to be completed in FY 2023/24. The design was started for the W. Las Positas Blvd Mutlimodal Reconstruction project that will reconstruct portions of the roadway to address the settling and cracking of the roadway, curb and sidewalk. Construction commenced for the Annual Bicycle And Pedestrian project that will install bicycle and pedestrian related improvements, as identified by the Bicycle and Pedestrian Master Plan.

As mentioned in the Discussion section, due to insufficient revenues being collected in the Traffic Impact Fee Fund, some of the project expenditure budgets were reduced or removed altogether; these affected projects are Nevada Street Improvements, Santa Rita Fiber Interconnect, and Santa Rita Intersection Improvements.

Table 7 summarizes the full list of Transportation and Streets CIP projects with actual expenditures to the amended budget for FY 2022/23, along with recommended carryforwards.

Table 7 – Transportation & Streets CIP Projects

Storm CIP Projects
In FY 2022/23, the Cemetery Storm Repair & Replacement project was added as a result of the March 2023 storm and the work is expected to be completed in FY2023/24. Winter storms

from December 2022 and March 2023 caused damage at various locations but also identified some of the vulnerable areas that require more long-term, permanent solutions to ensure they can withstand future storm events; while some of these projects were included in the 4-Year Capital Improvement Program, additional critical projects have surfaced. Staff is assessing each project and will present recommended adjustments as part of the mid-term budget amendment process.

Table 8 summarizes the full list of Storm CIP projects with actual expenditures to the amended budget for FY 2022/23, along with recommended carryforwards.

Table 8 – Storm CIP Projects

Facilities CIP Projects
In FY 2022/23, the Library Roof Replacement project was substantially completed in response to the 2019 Interactive Resources roofing and HVAC assessment; various repairs and replacements were made to the fascia, gutters, downspouts and windows to address water intrusion into the building. The new 8,000 square feet, two-story Fire Station 3 replaced a nearly 50-year-old station that had reached its end of service life.

Table 9 summarizes the full list of Facilities CIP projects with actual expenditures to the amended budget for FY 2022/23, along with the recommended carryforwards.

Table 9 – Facilities CIP Projects

Revenue Carryforwards
Some project revenues, including grants and Traffic Impact Fee revenues, were not received in FY 2022/23 and need to be carried forward.

Table 10 summarizes the recommended revenue carryforwards.

Table 10 – Revenue Carryforwards

The City Council's adoption of the proposed resolution provided as Attachment 1 will accept the FY 2022/23 year-end Financial Report for the Capital Improvement Program Budget and amend the FY 2023/24 CIP Budget.

EQUITY AND SUSTAINABILITY
Not applicable, as this item is an administrative matter of City business.

OUTREACH
No outreach was conducted, as this item is an administrative matter of City business.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the ONE Pleasanton strategic plan goal of Funding Our Future to support the City's fiscal sustainability. Examining and reviewing actual revenues and expenditures from FY 2022/23 provides staff with additional information to adjust the current

fiscal year's budget, as needed, as well as fine-tune the long-term financial forecast for more informed fiscal planning.

FISCAL IMPACT
The recommendations as outlined in this report present all financial activity and changes in the FY 2022/23 CIP Budget for the City Council's approval since the last approved budget adjustments. With City Council approval, staff will update the FY 2023/24 budget for projects and revenues in various capital funds to reflect carryforward amounts in this report.

Prepared by: Submitted by: Approved by:

Chris Yi, Financial Services
Manager
Dawn DeMarcus, Senior
Budget and Finance Analyst
Susan Hsieh, Director of Finance

Gerry Beaudin, City
Manager

Attachments:

1. Resolution - CIP Year End Resolution FY 2022-23

2. Estimated Changes in Fund Balances

Attachment 1
RESOLUTION NO. 20-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON ACCEPTING THE FY 2022/ 23 YEAR-END FINANCIAL REPORT FOR THE CAPITAL IMPROVEMENT PROGRAM (CIP) BUDGET AND AMENDING THE FY 2022/23 CIP BUDGET
WHEREAS, each year a report of financial condition of the Capital Improvement Program is presented to the City Council which includes staff recommendations for budget amendments and carryovers; and
WHEREAS, staff presented to the City Council such a report for the fiscal year ending June 30, 2023.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1: City Council accepts the FY 2022/23 Capital Improvement Program Year- End Financial Report.

SECTION 2: City Clerk shall certify to the passage of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on December 19, 2023.

I, Jocelyn Kwong, City Clerk of the City of Pleasanton, California, certify that the foregoing resolution was adopted by the City Council at a regular meeting held on December 19, 2023, by the following vote:

Ayes:

Noes:

Absent:

Abstain:
__________________________
Jocelyn Kwong, City Clerk
APPROVES AS TO FORM:
_________________________
Daniel G. Sodergren, City Attorney

Attachment 2

CITY OF PLEASANTON, CA - CAPITAL IMPROVEMENT PROGRAM
Estimated Changes in Fund Balances, FY 2022/23
Fund Fund Description
FY 23 Beginning
Balance
FY23 Actual
Revenue
FY 23 Actual
Expenses
Estimated Year-
End Fund
Balance
Recommended
Revenue
Carryforward
Recommended
Expenditure
Carryforward
Revised YE Fund
Balance
160 Gas Tax 4,954,061 3,829,971 2,608,804 6,175,228 - 4,970,720 1,204,507 162 Miscellaneous CIP Grants (300,142) 227,147 227,147 (300,142) 6,317,000 6,317,000 (300,142) 163 Measure B Bike & Pedestrian 1,020,319 11,305 475,197 556,427 - 379,945 176,482 164 Measure B - Streets/ACTC 940,110 4,413 884,145 60,379 - 66,033 (5,655) 165 Measure BB Bike & Pedestrian 1,488,682 554,783 - 2,043,465 - 1,609,697 433,768 166 Measure F 460,696 363,562 350,178 474,080 - 349,822 124,258 167 Specific Plans 867,004 41,349 32,904 875,449 - 133,902 741,547 170 Measure BB - Streets/Roads 1,436,567 1,968,821 830,421 2,574,968 - 1,629,401 945,567 172 Transportation Development Grant - 20,163 125,119 (104,956) 350,000 78,255 166,789 173 JDEDZ Transportation Fee 552,497 460,021 - 1,012,518 - - 1,012,518 201 Miscellaneous CIP-Gen 27,041,093 7,656,316 5,670,333 29,027,075 - 20,346,170 8,680,905 202 Downtown & North Pleas CIP 3,326,951 121,893 131,250 3,317,594 - 790,525 2,527,069 203 Capital Facilities Impact Fees 847,274 436,528 524,901 758,902 5,934,231 2,239,782 4,453,351 204 Misc Developer Contributions 274,669 317,628 - 592,297 - - 592,297 211 Street CIP - Gen 10,568,822 193,922 1,019,589 9,743,156 - 7,348,580 2,394,576 212 Traffic Impact Fees 9,794,622 1,064,411 316,567 10,542,466 - 9,943,079 599,388 214 Trivalley Transportation 2,213,899 94,826 - 2,308,725 - 1,852,517 456,207 215 Streets Developer Contribution 6,901,882 98,415 4,297 6,996,000 - 6,735,619 260,381 216 NPID I 82-4 1,222,162 13,744 33,624 1,202,283 - 1,197,475 4,808 221 Park CIP - Gen 971,569 1,690,146 271,549 2,390,166 - 1,472,578 917,588 222 Park Development Impact Fees 10,186,486 115,038 553,745 9,747,779 - 8,372,422 1,375,357 223 Parks Developer Contributions 329,519 3,735 440 332,813 - - 332,813 241 Sewer Developer Contributions 42,155 478 - 42,633 - - 42,633 421 Water Replacement CIP 7,362,324 488,537 1,696,885 6,153,976 - 2,058,013 4,095,963 422 Water Connection Fees 4,048,574 156,276 73,534 4,131,316 - 5,768 4,125,548 426 Recycled Water CIP 2,004,554 683,129 116,581 2,571,102 - 953,549 1,617,553 431 Sewer Replacement CIP 12,508,504 971,231 1,604,058 11,875,677 - 2,845,791 9,029,886 432 Sewer Connection Fees 3,134,438 113,577 78,661 3,169,354 - 114,790 3,054,564 441 Storm Drain Replacement/Renov 1,243,725 1,515,084 475,191 2,283,618 - 1,810,578 473,040 Total* 115,443,017$ 23,216,449$ 18,105,120$ 120,554,346$ 12,601,231$ 83,622,012$ 49,533,566$ * Please note there are two capital projects funded in non-capital funds. The remaining budget for these two projects, totaling $450,924, is recommended to be carried forward.

Fund Project Carryforward Amount
129 COP Urban Forest Master Plan 330,645$
518 Annual Playground Renovations 120,280
Subtotal Carryforward 450,924 *
Total Carryforward from table above 83,622,012
Adjusted Expenditure Carryforward 84,072,936$

Item #21

CITY COUNCIL AGENDA REPORT

December 19, 2023
Finance

TITLE: ADOPT A RESOLUTION TO ACCEPT THE FY 2022/23 YEAR-END OPERATING

BUDGET REPORT, APPROVE BUDGET AMENDMENTS IN MULTIPLE FUNDS,

AND DESIGNATE THE GENERAL FUND BALANCE

SUMMARY
This report presents the results of operations for the Fiscal Year 2022/23 Operating Budget (Budget) and recommends designations of the General Fund reserves. This information is unaudited; the audited information will be included in the City’s Annual Comprehensive Financial Report (ACFR) and will be presented to the City Council after the City’s independent auditor has issued its opinion on the ACFR, and it has been reviewed by the Audit Committee which is expected to occur in January/February 2024. If there are any differences in the financial information presented in this report and the ACFR as a result of the audit, those changes will be highlighted at the time the ACFR is presented to the City Council for acceptance.

RECOMMENDATION
Adopt a resolution to accept the Fiscal Year 2022/23 Year-End Operating Budget report, approve budget amendments in multiple funds, and designate the June 30, 2023, General Fund Balance.

BACKGROUND
Annually, staff presents the year-end financial report to the City Council for approval. The report summarizes the actual results of the financial activities for the fiscal year and details changes in reserves and recommended budget amendments or adjustments. The City’s ACFR is still in progress; therefore, the financial information included in this report is based on unaudited figures. The audited information will be presented to the City Council in the ACFR after the City’s independent auditor has issued its opinion and the ACFR has been reviewed by the Audit Committee. All of this is expected to occur in January/February 2024. Any changes to the information presented in this report as a result of the audit will be brought to the City Council’s attention at that time.

DISCUSSION
The following discussion addresses the General Fund, Enterprise Funds, and Internal Services Funds, examining amended budget versus actuals for FY 2022/23. The amended budget is the original budget plus all budget amendments approved by the City Council through June 30, 2023.

General Fund
Table 1 below summarizes the FY 2022/23 General Fund revenues, net transfers, and expenditures. Actual revenues were greater than the amended budget by $9.3 million or 6.5%.

This excludes a net unrealized investment loss of approximately $1.7 million incurred in FY

2022/23. Accounting for this unrealized loss, the revised net difference is $7.7 million or 5.3%.

Transfers in and out (net transfers) were $0.2 million less than the amended budget. Actual expenditures were $3.2 million or 2.3% less than the amended budget. A detailed explanation of amended budget versus actuals is included in Tables 2, 3, 4 and 5 in this report.

Actual investment loss is not expected as the City intends to hold its securities until maturity.

However, the Governmental Accounting Standards Board (GASB) requires reporting of unrealized investment loss/fair market value adjustment in the ACFR. Additionally, based on new GASB implementations related to leases and subscription-based information technology arrangements (SBITAs), required adjustments resulted in actual revenue and expenditure numbers both increasing by approximately $1.4 million.

The City was allocated almost $8.6 million funding through the American Rescue Plan Act of 2021; $4.3 million was spent in FY 2021/22, and remaining funds were spent in FY 2022/23 on General Fund operations, including public safety, community services, operations services, and economic development programs that provided local business support. As this one-time federal stimulus funding no longer available, a series of adjustments were made in developing the FY 2023/24 and 2024/25 budget, including reduced General Fund contributions to Capital Funds and Internal Service Funds. Actuals also include approximately $3.5 million in one-time transfer from the Rainy Day Fund to the General Fund.

The City budgets revenues and expenditures conservatively to ensure resources are available to cover expenditures, as a significant portion of the City’s General Fund revenue is not received until the third and fourth quarters of the fiscal year, such as business license tax, property tax, and sales tax. While a balanced budget is achieved every year, due to limited resources not all funding needs are incorporated into the budget. When resources are available, these funding gaps are reduced/filled to reduce future financial burden.

Table 1. General Fund Amended Budget to Actuals and Budget Amendments

The City has several ongoing funding needs that in most years do not get fully funded due to financial constraints, and FY 2023 was no exception. Staff recommends a series of adjustments, including first restoring the General Fund’s unrestricted reserve to the 20.0% target level, which is approximately $29.6 million based on the Adopted FY 2023/24 General Fund Operating Budget, and establishing two new reserves - a Strategic Plan Implementation

Reserve ($0.8 million) to fund various initiatives included in the recently adopted One Pleasanton five-year strategic plan and an Emergency Reserve ($0.5 million) to set aside funds to be utilized in the event of any unforeseen disasters or emergency situations.

In addition, transfers totaling $4.0 million to various funds are recommended to address negative fund balance issues in some funds, such as Storm Drain and Worker’s Compensation, and making a one-time contribution to some of the Repair & Replacement funds that are projected to be depleted of funds over the next one to two years. These funds may also help to address anticipated funding needs for replacement and/or upgrades of various equipment, vehicles, and information systems that are critical for City operations. Table 2 below details all the recommended adjustments.

Notably, the City’s Storm Drain service has a major funding issue due to its structural deficit of more than $1.0 million annually for which the General Fund has been providing the necessary subsidy to close a funding gap each year. Staff is exploring options to address this funding issue and present recommended actions at a later date.

In summary, these proposed allocations help to strengthen the General Fund reserve, establish an Emergency/Disaster reserve, advance City Council and community strategic goals, and address funding needs in the City’s Storm Drain, Insurance, and Repair and Replacement Programs.

Non-General Fund
In April 2015, the City’s Replacement/Renovation Internal Service Fund advanced $2.0 million to the Park Capital Improvement Program (CIP) Capital Fund to be used for costs associated with the Bernal Community Park Phase II Lighted Multi-Purpose Sports Fields project. The advance was scheduled to be repaid through private fundraising efforts - the Play Bernal Fundraising Campaign - within 10 years after the park’s opening date of October 6, 2016. In FY 2022/23, the City received more than $0.2 million in contributions from various entities involved in this fundraising campaign. Staff recommends budget amendments in the Bernal Community Park Donation Fund to add budget based on actual professional service costs incurred for landscaping and signage work at the park, as well as budget to transfer the contribution to the Park CIP Capital Fund for $35,000 and $0.2 million.

Table 2. Proposed General Fund Budget Amendments

General Fund Revenues. Actual General Fund revenues received were greater than the amended budget by approximately $9.3 million or 6.5% greater than the amended budget. As noted previously, after accounting for $1.7 million in unrealized loss, the adjusted net difference is $7.7 million or 5.3%. Table 3 below presents the major revenue categories with a comparison of the amended budget versus actual revenues, as well as the variance to the amended budget.

Table 3. General Fund Revenues – Amended Budget vs. Actual

Property Tax revenue is the largest revenue source for the General Fund, accounting for

56.3% of total revenues. In FY 2022/23 actual property tax collections including all categories of property related taxes were approximately $86.1 million compared to an estimate of $83.8 million in the amended budget, or $2.3 million (2.8%) higher than the amended budget.

Secured property tax and supplemental property tax were higher than budget by about $0.8 million and $1.5 million, respectively, while documentary transfer tax is lower than budget by $0.3 million and lower than prior year actual by $0.8 million due to the decline in home sale activities. The City likely benefitted from higher construction and home sale activities that happened in other cities within Alameda County as property tax revenues are shared by all cities in the first year when properties change hands.

Sales Tax revenue is the second largest revenue source for the General Fund, accounting for

17.1% of the total revenues. FY 2022/23 actual sales tax collections were approximately $26.2 million compared to an estimate of $25.1 million in the amended budget. This $1.1 million or

4.3% increase reflects that several sales tax categories performed better than expected, but it should be noted that almost $0.5 million of $1.1 million was one-time, unanticipated audit collection for taxes owed several years ago. Excluding this one-time correction, actual sales tax revenue was $0.6 million or 2.5% higher than the amended budget.

Business License Tax revenue was budgeted at $5.0 million, and actual collections were $5.9 million or $0.9 million higher than the amended budget as a result of new licenses and greater gross receipts than expected. Some Business License Tax collected in FY 2022/23 was related to various, one-time construction contracts and other professional services. As such, a more modest level of growth is expected in future years.

Actual Transient Occupancy Tax (TOT) collected was approximately $5.0 million or $0.9 million higher compared to a budgeted estimate of $4.1 million in the amended budget as a result of increased business travel activity in the Tri-Valley region. While TOT revenues continue to increase from a COVID-19 low of $2.0 million in FY 2020/21, the $5.0 million collected in FY 2022/23 is still significantly lower than the all-time high of $6.5 million achieved in FY 2018/19.

This tax had significant recovery in FYs 2021/22 and FY 2022/23, but this level of improvement is not expected to continue based on recent travel industry trends.

Development Services Fee revenues were approximately $6.4 million or 22.7% higher compared to an estimate of $5.2 million in the amended budget with actual plan check fees collected exceeding the amended budget by approximately $1.2 million due to fees associated with major development projects, including AvalonBay Communities and Costco. This additional revenue was offset by a corresponding increase of approximately $0.6 million in professional services costs to support additional workload.

Actual Recreation Fee revenues were approximately $0.4 million or 9.1% higher compared to an estimate of $3.8 million in the amended budget due to an increased demand for recreation programs during the spring and summer months of FY 2022/23.

Other Revenues exclude an unrealized investment loss of $1.7 million; however, this includes approximately $1.4 million in GASB adjustments related to the City’s leases and SBITAs, as well as the $4.3 million American Rescue Plan Act stimulus funds, as previously noted.

General Fund Expenditures. Actual General Fund expenditures incurred were less than the amended budget by $3.2 million or 2.3% lower than the amended budget. Table 4 below shows

the major expenditure categories comparing amended budget against actual expenditures.

Table 4. General Fund Expenditures – Amended Budget vs. Actual

The $3.2 million savings in Personnel costs is primarily due to greater than anticipated levels of vacancies in several departments, including Police, Fire, Operations Services, Finance, and Community Development. The savings for the Fire Department were primarily attributed to the use of retiree medical reserves and trust funds.

Actual expenditures in the Transportation and Training category exceeded its amended budget slightly mainly due to higher fuel costs and employees engaging in training opportunities, many of which were not offered during the COVID-19 pandemic.

The $0.2 million savings in the Repairs and Maintenance category is mostly due to reduced repair contract expenditures.

The $1.1 million savings in the Materials, Supplies and Services category is the result of the following over/under expenditures: approximately $1.2 million in savings from various contractual services, almost $0.2 million in savings from utilities, and approximately $0.3 million in savings from miscellaneous accounts; these are offset by overspending in materials and supplies by approximately $0.3 million for temporary personnel, $0.2 million for community support, and $0.1 million for the Livermore-Pleasanton Fire Department.

The $1.8 million in overspending in Other Expenditures is mostly due to the aforementioned GASB-related adjustments associated with the City’s leases and SBITAs.

Transfer of Funds. As shown in Table 5 below, actual net General Fund transfers out were less than the amended budget by $0.3 million mostlybecause the planned subsidy to the Transit Fund was no longer needed based on actual expenses and revenues. This reduced transfers out total was offset with reduced transfers in from the Retiree Medical Fund to cover the subsidy to retiree health insurance as the actual transfer was based on the amount from the actuarial valuation report.

Table 5. Transfers In and Transfers Out - Amended Budget vs. Actual

General Fund Reserves. Table 6 below provides the breakdown of the different reserves in the General Fund, as well as recommended adjustments. As detailed in Table 2, transfers of $4.0 million to various funds are recommended. In addition to transfers, setting aside $0.8 million in the Strategic Plan Implementation Reserve to fund various initiatives included in the One Pleasanton five-year strategic plan and $0.5 million in the Emergency Reserve to earmark funds for any future unanticipated events or disasters are recommended. Remaining funds are recommended to be kept in the General Fund to increase its Unrestricted General Fund Reserve to 20.0% of the Adopted FY 2023/24 Operating Budget, excluding transfers, at $29.6 million. This 20.0% is the recommended target level per the City’s Reserve Policy, adopted by the City Council on June 6, 2023. Overall, the total General Fund reserves will be approximately $50.7 million.

Table 6. General Fund – Fund Balance

Enterprise Funds
The City currently has six enterprise funds:
▪ Water/Recycled Water O&M Fund
▪ Sewer O&M Fund
▪ Callippe Preserve Golf Course Fund
▪ Storm Drain O&M Fund
▪ Paratransit Fund
▪ Cemetery Fund

The Operating Budget only includes the Operations & Maintenance (O&M) and Debt Service expenses of these enterprises. Capital improvements and replacements for the Water, Sewer and Storm Drain funds are accounted for in the Capital Improvement Program (CIP). The financial results of the CIP are presented to the City Council in a separate report.

Each enterprise fund should generate adequate revenues to fully cover operating costs, as well as supplemental costs to maintain and update its facilities and infrastructure. However, both Storm Drain and Cemetery operations currently do not generate adequate revenues and receive a subsidy from the General Fund as a result. Staff will explore options to address this funding issue and present recommendations to the City Council at a later date for consideration.

Water and Sewer Operating Funds
Water/Recycled Water Operations and Maintenance (O&M) Fund. As shown in Table 7, the Water Operating Fund ended FY 2022/23 with an operating fund balance of $8.4 million. The $8.4 million equals 23.4% of the Water and Recycled Water O&M Fund’s FY 2023/24 budgeted operating expenses. The operating reserve policy adopted by the City Council on June 6, 2023, requires reserves equal to between 30.0% and 40.0% of operating expenses with a target of

35.0%, so this 23.4% reserve level is well below the recommended target.

On November 7, 2023, the City Council approved a two-year rate increase, effective January 2024, that will enable the City to continue maintaining and providing high quality water/recycled

water services and help replenish the reserve. The City will need to explore various debt financing options in the near future should a capital project for new wells based on the PFAS alternative study moves forward. Working toward a more financially sound position with adequate reserves will ensure that the City can qualify for most favorable financing options with lowest borrowing rates.

Water revenues were approximately $1.0 million or 3.4% less than an estimate included in the amended budget due to actual water and recycled water sales coming in lower than previously anticipated. On the expenditure side, water purchase costs from Zone 7 were approximately $0.1 million more than budgeted in FY 2022/23. The increase was offset by savings in other expenditure categories, including more than $1.7 million less expenditures for Repair and Replacement activities, approximately $0.4 million in attrition savings, and $0.1 million in miscellaneous other net savings. During the fiscal year, staff continuously worked to contain costs to preserve fund balance.

Table 7. Water/Recycled Water O&M Funds – Amended Budget vs. Actual

Sewer Operations and Maintenance (O & M) Funds. As shown in Table 8 below, the Sewer Operating Fund ended FY 2022/23 with an operating fund balance of approximately $8.3 million. This $8.3 million fund balance equals 46.7% of the Sewer Fund’s FY 2023/24 operating expenses. The operating reserve policy adopted by the City Council on June 6, 2023, requires reserves equal to between 30.0% and 40.0% of operating expenses with a target of 35.0%.

While operating reserves exceed the maximum required reserve level, a series of adjustments were made in developing the FY 2023/24 and FY 2024/25 Operating Budget that involved making one-time contributions from the Sewer Capital Fund to cover operating costs in order to balance the budget. During the fiscal year, staff continuously worked to contain costs in anticipation of the budget challenges.

Sewer revenues were approximately $0.4 million or 2.3% lower than an estimate included in the amended budget due to lower than anticipated utilization of the sewer services for the year.

On the expenditure side, actuals were approximately $2.4 million less than the amended budget, mostly due to about $2.3 million less in expenditures for Repair and Replacement activities along with lower sewer treatment fees charged by Dublin San Ramon Service District (DSRSD) by approximately $0.1 million due to lower than estimated utilization of sewer treatment services.

Table 8. Sewer O&M Funds – Amended Budget vs. Actual

Storm Drain Operating Fund
As shown in Table 9, the Storm Drain Operating Fund began and ended FY 2022/23 with a negative fund balance. While actual expenditures were less than the amended budget by approximately $0.1 million, the Storm Drain Fund has been operating at a major funding deficit in recent years due to revenues generated from Urban Runoff Fees hovering around $0.5 million annually while operating costs have been increasing each year. An annual subsidy from the General Fund has been used to cover some of the operating costs, but with the deficit growing each year, the level of subsidy has been growing correspondingly; this approach is not sustainable. As noted earlier in the report, staff recommends an additional, one-time transfer of $1.0 million from the General Fund to address the negative fund balance issue as a short-term solution. Staff will explore options to solve the funding issue and present recommendations to the City Council at a later date.

Table 9. Storm Drain Operating Fund – Amended Budget vs. Actual

Cemetery Fund
As shown in Table 10 below, the Cemetery Fund ended the year with a fund balance of approximately $0.5 million, slightly less than anticipated in the amended budget due to actual revenues and expenditures less than the budget by $40,000 and $8,000, respectively.

Revenues are derived from burial plot sales and corresponding expenditures are related to burials, both of which are challenging to predict. The General Fund budget includes a transfer of $50,000 to the Cemetery Fund.

The Cemetery Fund is another enterprise fund that is currently operating at a major deficit largely due to the cost of cemetery maintenance increasing each year while revenues generated from sales of burial plots have decreased in the last three years. At the current pace, the Cemetery Fund will likely run out of fund balance over the next two to four years. Staff is exploring opportunities to increase revenue streams and will present recommendations at a future date.

Table 10. Cemetery Fund– Amended Budget vs. Actual

Internal Service Funds
Internal Service Funds account for the financing of goods or services provided by a department to other departments on a cost-reimbursement basis; examples of this are the Retirees Medical Reserve Fund, the Repair and Replacement Funds, and the Self Insurance Fund. These funds not only account for current year expenditures but also long-term liabilities of the City. These liabilities may not result in actual expenditures in the short term but will result in future expenditures for the replacement of equipment or the payment in the future for retiree employee medical benefits. In accordance with the City’s adopted financial policies, the City recognizes costs as they accrue, and sets money aside to fund future expenditures, rather than allowing these costs to accumulate and become a future financial burden.

Retirees Medical Reserve Fund. The FY 2022/23 actual revenues and expenditures reflect the 2021 OPEB actuarial study recommendations and actual retiree medical payments.

As shown in Table 11 below, actual revenues were $1.0 million less than the amended budget due to reduced actual expenses. Actual expenses, including transfers, were approximately $1.5 million less than budgeted, which is related to unused retiree medical benefits that occur when eligible retirees have their medical benefits provided through another means such as a spouse or another job. The Retirees Medical Reserve Fund does not require a fund balance.

Staff will monitor the level of activities in FY 2023/24 and propose to make necessary adjustments to utilize the fund balance of $0.5 million.

Table 11. Retirees Medical Reserve Funds - Amended Budget vs. Actual

Replacement/Renovation Funds. In accordance with the City’s financial policies, the City maintains various Replacement/Renovation Funds. The purpose of these funds is to provide ongoing replacement of City equipment, vehicles, traffic signals, streetlights, and to make major repairs/renovations to City facilities, parks, and medians to extend their useful lives.

As described in Table 12 below, collectively, expenditures from the Repair and Replacement funds were $3.4 million less than anticipated in FY 2022/23. Any unspent funds remain in the Repair and Replacement funds to be expended on projects and equipment or vehicle replacements in the future. Contributions from the General Fund were budgeted at the appropriate level, while corresponding revenues in the Repair & Replacement Funds were budgeted at a lower level. With funding available in the General Fund, transfers were made at the budgeted contribution levels. Actual net transfers ended up with a difference of $32,000 due to an adjusted transfer amount from the Golf Operating Fund to the Golf Repair and Replacement Fund.

Notably, many of the City’s Repair and Replacement funds do not have an adequate fund balance to cover necessary project costs and/or replace aging equipment or vehicles in a timely manner. For example, the Information Technology Repair and Replacement Fund, which funds replacement costs for the City’s technology equipment, such as computers, monitors, servers, network equipment, has an estimated ending fund balance of just over $0.1 million.

The Facilities Repair and Renovation Fund, which is used as a primary funding source for minor facility repairs and modifications, as well as unanticipated repairs at any of the City’s facilities, needs additional funding. This fund has also traditionally been used to pay the City’s share of costs associated with gymnasium-related repairs or upgrades.

As part of the 2023-25 biennial budget development process, staff performed a preliminary analysis to estimate the level of contributions needed from the General Fund to the Repair and Replacement Funds and determined that the current annual contribution levels are not sufficient. A more comprehensive analysis is planned as part of the Asset Management Plan Study that is now underway to better estimate an appropriate level of funding needed to support each Repair and Replacement Fund.

Table 12. Repair & Replacement Funds - Amended Budget vs. Actual

Workers Compensation Funds. There are two Workers Compensation funds: one for the City of Pleasanton workers' compensation expenses and liabilities and the other for Livermore- Pleasanton Fire Department’s (LPFD) workers' compensation expenses and liabilities. While there is and has been sufficient cash in both funds ($5.0 million for the City of Pleasanton and $6.6 million for LPFD) to cover actual Workers' Compensation expenses, the incurred but not expensed claims - that is, future liability - cause both funds to have negative fund balances.That said, as described in Tables 13 and 14 below, the City’s Claims Paid and Future Liability are lower than expected by $0.3 million and $0.1 million, respectively, while LPFD’s Claims Paid are higher by $65,000 and Future Liability is lower by $0.4 million comparing to FY 2021/22 actual.

The City periodically allocates available funds to the Workers' Compensation Fund to ensure there is available funding to cover claims in the event the City settles more claims than anticipated in the annual budget as well as to lower future liability.

Table 13. City of Pleasanton Workers Compensation Fund – Amended Budget vs. Actual

Table 14. LPFD Workers Compensation Fund – FY 2020/21 Actual vs. FY 2022/23 Actual

All Other Operating Funds
For the most part, budget variances are small for the other Operating Funds as shown in Attachment 2. As a result, staff is not recommending any budget changes.

EQUITY AND SUSTAINABILITY
Not applicable, as this item is an administrative matter of City business.

OUTREACH
No outreach was conducted, as this item is an administrative matter of City business.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the ONE Pleasanton strategic plan goal of Funding Our Future to support the City's fiscal sustainability. Examining and reviewing actual revenues and expenditures from FY 2022/23 provides staff with additional information to adjust the current fiscal year's budget, as needed, as well as fine-tune the long-term financial forecast for more informed fiscal planning.

FISCAL IMPACT
The recommendation ratifies the City Council’s actions since the last approved budget adjustment in FY 2022/23; establishes two new reserves - a Strategic Plan Implementation Reserve ($0.8 million) and an Emergency Reserve ($0.5 million); transfers $4.0 million from the General Fund to various funds as detailed in Table 2; approves two budget amendments in the Bernal Park Donation Fund; and designates the June 30, 2023, General Fund Balances as outlined in this report. The proposed unrestricted General Fund reserves will be $29.6 million, which is 20.0% of the budgeted FY 2023/24 General Fund operating expenditures, the target reserve level stated in the City’s Reserve Policy. When combined with restricted and other committed General Fund reserves, the total General Fund reserves will be $50.7 million.

Prepared by: Submitted by: Approved by:

Chris Yi, Financial Services
Manager
Susan Hsieh, Director of Finance

Gerry Beaudin, City
Manager

Attachments:

1. Resolution - FY 2022-23 Year-End Operating Budget

2. Exhibit A to Resolution - Estimated Changes in Fund Balances

Attachment 1
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON ACCEPTING THE FY 2022/23 YEAR-END OPERATING BUDGET, APPROVING

BUDGET AMENDMENTS IN MULTIPLE FUNDS, AND DESIGNATING GENERAL

FUND RESERVES
WHEREAS, each year a report of financial condition of the Operating Budget is presented to the City Council, and
WHEREAS, staff presented to the City Council such a report for the fiscal year ending June 30, 2023

NOW, THEREFORE BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING:

Section 1: Accepts the June 30, 2023 Fund Balances as shown in Exhibit A.

Section 2: Designates General Fund Reserves for existing and future unknown obligations as shown in Exhibit A for all funds and as follows for the General Fund and the Bernal Park Donation Fund.

Section 3: Allocates transfers from the General Fund to multiple funds as follows: $1,000,000 to the Storm Drain Operating Fund; $1,00,000 to the Information Technology Replacement Fund; $800,000 to the General Liability Fund; $500,000 to the Workers’ Compensation Fund; $250,000 to the Fire Apparatus Replacement Fund; $250,000 to the Facilities Repair and Renovation Fund; and $200,000 to the Traffic Signal Replacement Fund. The City Council also allocates $7,155,022 to the General Fund reserve, $800,000 to the Strategic Plan Implementation Reserve, and $500,000 to the Emergency Reserve in the General Fund.

Additionally, allocates $34,714 professional services budget in the Bernal Park Donation Fund, along with a transfer of $206,588 from the Bernal Park Donation Fund to the Park CIP Capital Fund.

Section 4: The City Clerk shall certify to the passage of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on the 19th day of December 2023.

I, Jocelyn Kwong, City Clerk of the City of Pleasanton, California, certify that the foregoing resolution was adopted by the City Council at a regular meeting by the following vote:

Ayes:

Noes:

Absent:

Abstain:
_____________________________
Jocelyn Kwong, City Clerk
APPROVED AS TO FORM:
___________________________
Daniel G. Sodergren, City Attorney

Attachment 2 - Exhibit A
Actual
June 30, 2022
Balance
Actual
FY 2022/23
Revenue
Actual
FY 2022/23
Net Transfers
Actual
FY 2022/23
Expenditures
Recommended
Budget
Amendments
Actual
FY 2022/23
Net Income
w/ Budget
Amendments
Actual
June 30, 2023
Balance
w/ Budget
Amendments
Major Long
Term
Commitments
& Liabilities
June 30, 2023
YR END
June 30, 2023
Balance Less
Commitments
& Liabilities
GENERAL FUND 43,732,845$ 152,768,013$ (4,975,623)$ (133,556,605)$ (4,000,000)$ 10,235,785$ 53,968,630$ * 2,379,150$ 51,589,480$ RAINY DAY FUND 10,133,310 - (3,512,760) - - (3,512,760) 6,620,550 - 6,620,550

ENTERPRISE FUNDS
Transit 463,502$ 727,019$ - (512,209)$ - 214,810$ 678,312$ - 678,312$ Cemetery 652,193 188,282 50,000 (365,938) - (127,657) 524,536 500,000 24,536 Golf 1,835,443 5,914,922 (1,466,218) (4,622,602) - (173,897) 1,661,545 - 1,661,545 Storm Drain (204,860) 737,680 625,000 (1,868,460) 1,000,000 494,220 289,360 - 289,360 Water 12,962,382 26,653,452 (304,006) (28,139,604) - (1,790,157) 11,172,225 - 11,172,225 Recycled Water (2,044,373) 2,348,677 (1,416,259) (1,700,011) - (767,593) (2,811,966) - (2,811,966) Sewer 9,155,249 15,727,739 (99,994) (16,521,710) - (893,965) 8,261,284 - 8,261,284 Enterprise Funds 22,819,535$ 52,297,771$ (2,611,477)$ (53,730,534)$ 1,000,000 (3,044,239)$ 19,775,295$ 500,000$ 19,275,295$

INTERNAL SERVICE FUNDS
Employee Benefits 63,924$ 111,986$ - (115,286)$ - (3,300)$ 60,624$ (4,824,475)$ 4,885,099$ Workers' Compensation (4,084,078) 1,802,201 - (1,826,958) 500,000 475,243 (3,608,835) (9,165,000) 5,556,165 Public Art Acquisition 211,749 106,526 - (70) - 106,455 318,205 - 318,205 Vehicle Replacement 4,230,364 588,328 - (542,808) - 45,520 4,275,884 - 4,275,884 Police Vehicle Replacement 2,714,187 436,272 - (1,250,364) - (814,091) 1,900,096 - 1,900,096 Fire Apparatus Replacement 2,457,948 449,448 - (59,748) 250,000 639,700 3,097,648 - 3,097,648 Equipment Replacement 2,931,544 573,300 - (208,603) - 364,697 3,296,242 - 3,296,242 Facilities Renovation 3,355,957 643,031 (788,500) (688,778) 250,000 (584,247) 2,771,710 - 2,771,710 Information Technology Replacement 617,244 380,625 - (862,208) 1,000,000 518,417 1,135,661 - 1,135,661 Golf Replacement 737,493 12,154 934,438 (651,394) - 295,199 1,032,692 - 1,032,692 Park & Median Renovation 1,497,346 1,053,109 (1,221,000) (731,256) - (899,147) 598,199 - 598,199 Street Light Replacement 2,198,429 337,096 - (36,895) - 300,201 2,498,630 - 2,498,630 Traffic Signal Replacement 842,196 841,462 - (329,470) 200,000 711,992 1,554,188 - 1,554,188 PARS Section 115 Trust 28,059,531 - - - - - 28,059,531 - 28,059,531 Pleasanton Retirees' Medical Reserve 161,381 3,585,422 68,000 (3,263,762) - 389,660 551,041 - 551,041 Self-Insurance Retention 2,520,437 1,798,481 - (3,375,989) 800,000 (777,507) 1,742,930 (859,094) 2,602,024 City Enhancement 343,950 212,208 - - - 212,208 556,158 - 556,158 Internal Service Funds 48,859,603$ 12,931,651$ (1,007,062)$ (13,943,589)$ 3,000,000 981,000$ 49,840,603$ (14,848,569)$ 64,689,172$ FY 2022/23 OPERATING BUDGET YEAR-END REVIEW

CHANGES IN FUND BALANCES
* The actual FY 2022/23 General Fund Ending Fund Balance of $53,968,630 excludes a cumulative investment gain of $1,510,562 in the General Fund's share of the PARS Section 115 Trust and a GASB 31 fair value loss adjustment of $4,807,463. Accounting for these investment adjustments, the revised FY 2022/23 General Fund ending fund balance is $50,671,729.

Attachment 2
Actual
June 30, 2022
Balance
Actual
FY 2022/23
Revenue
Actual
FY 2022/23
Net Transfers
Actual
FY 2022/23
Expenditures
Recommended
Budget
Amendments
Actual
FY 2022/23
Net Income
w/ Budget
Amendments
Actual
June 30, 2023
Balance
w/ Budget
Amendments
Major Long
Term
Commitments
& Liabilities
June 30, 2023
YR END
June 30, 2023
Balance Less
Commitments
& Liabilities
FY 2022/23 OPERATING BUDGET YEAR-END REVIEW

CHANGES IN FUND BALANCES

SPECIAL REVENUE FUNDS
D.A.R.E. 19,037$ 216$ - - - 216$ 19,253$ - 19,253$ Asset Forfeiture 18,661 1,105 - - - 1,105 19,766 - 19,766 Asset Forfeiture - Federal 10,256 117 - - - 117 10,372 - 10,372 Downtown Parking In-Lieu 726,486 8,236 - - - 8,236 734,722 - 734,722 Recycling & Waste Management 573,705 301,951 - (442,092) - (140,141) 433,564 - 433,564 Miscellaneous Donations 420,802 8,699 - (40,047) - (31,349) 389,454 - 389,454 Bernal Donations 236 239,275 (206,588) (34,714) (241,301) (2,026) (1,790) - (1,790) H.A.P.P.Y. Public Art Donations 67,431 31,110 - - - 31,110 98,541 - 98,541 CASB FEE 88,843 33,385 - (4,782) - 28,602 117,445 - 117,445 Recycling & Waste Management Import Mitigation 208,329 1,643 - (91,523) - (89,881) 118,449 - 118,449 Operating Grants 272,882 309,472 (12,198) (415,146) - (117,872) 155,010 - 155,010 Law Enforcement 928,428 210,495 - - - 210,495 1,138,923 - 1,138,923 Used Oil Grant - 10,090 - (10,090) - - - - - Community Access T V 1,823,874 244,245 - (165,866) - 78,379 1,902,254 - 1,902,254 Downtown Economic Development Loan 29,730 337 - - - 337 30,067 - 30,067 Lower Income Housing 12,579,586 1,789,792 - (1,087,881) - 701,910 13,281,496 - 13,281,496 Community Development Block Grant - 424,052 - (424,052) - - - - - H.O.M.E. Program - - - (123,118) - (123,118) (123,118) (123,118) (0) Abandoned Vehicle 121,354 31,212 - (29,824) - 1,388 122,742 - 122,742 H.B.P.O.A. Maintenance District - 252,250 - (252,250) - - - - - Urban Forestry 430,484 117,856 (25,000) (55,822) - 37,033 467,517 - 467,517 Lemoine Geologic Hazard Distrct 109,948 10,017 - (22,088) - (12,071) 97,877 - 97,877 Laurel Creek Geologic Hazard District 1,055,544 61,393 - (55,189) - 6,204 1,061,749 - 1,061,749 Moller Geologic Hazard Dist 148,715 13,896 - (40,724) - (26,827) 121,888 - 121,888 Oak Tree Farm Geologic Hazard Dist 124,995 15,134 - (23,769) - (8,635) 116,360 - 116,360 Ponderosa Landscape District 90,284 16,395 - (15,112) - 1,283 91,567 - 91,567 Windsor Landscape District (15,381) 24,073 - (21,094) - 2,979 (12,402) - (12,402) Bonde Landscape District 13,088 26,492 - (15,353) - 11,139 24,227 - 24,227 Moller Ranch Landscape District 268,182 59,238 - (47,717) - 11,521 279,703 - 279,703 Oak Tree Farm Landscape Dist 57,198 19,849 - (8,679) - 11,170 68,368 - 68,368 North Pleasanton Improvements District 1,077,040 27,877 - (7,012) - 20,864 1,097,904 - 1,097,904 Business Support 1,655,843 148,283 - (47,891) - 100,392 1,756,236 - 1,756,236 Special Revenue Funds 22,905,582$ 4,438,183$ (243,785)$ (3,481,837)$ (241,301) 712,560$ 23,618,143$ (123,118) 23,741,261$ 0

OTHER FUNDS
366,119$ 5,047$ - (16,729)$ - (11,682)$ 354,437$ 354,437$ Other Funds 366,119$ 5,047$ - (16,729)$ - (11,682)$ 354,437$ - 354,437$ TOTAL - ALL FUNDS 148,816,995$ 222,440,664$ (12,350,707)$ (204,729,293)$ (241,301)$ 5,360,664$ 154,177,659$ (12,092,537)$ 166,270,196$ Pleasanton Township County Water District #3
Trust Fund