Rancho Cordova City Council
June 20, 2022

CITY OF RANCHO CORDOVA

CITY COUNCIL MEETING
Monday, June 20, 2022
5:30 PM – Regular Meeting
David B. Roberts Council Chambers
City Hall
2729 Prospect Park Drive, Rancho Cordova
Pursuant to California Assembly Bill 361 amending the Ralph M. Brown Act (Govt. Code 54950-54963), the City has declared a state of emergency relating to COVID-19 and imposed measures to promote social distancing.

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Instructions to Make Public Comment
Submitting Public Comment via Email

Members of the public who wish to provide public comment via email will need to submit comments to [email protected] no later than 3:00 p.m. on Monday June 20, 2022. All comments submitted later than 3:00 p.m. will be sent to the City Council for their review and may not be read during the meeting.

Listening to a Zoom Meeting by Zoom Video Conference
To make a public comment using the Zoom platform, please use the “raise hand” feature at the bottom center of the screen. Please make sure to enable audio controls once access has been given by the City Clerk’s office to speak. Please wait to be called upon by the City Clerk.

Listening to a Zoom Meeting by Phone Only

Rancho Cordova City Council - AGENDA
Regular Meeting of Monday, June 20, 2022

You can join a Zoom meeting via teleconferencing/audio conferencing using a cell phone or traditional landline phone. To request to make a public comment by phone press *9 to raise your hand. Please wait to be called upon by the City Clerk.

All public comments will be limited to three-minutes.

If you have questions related to the City Council Meeting or the use of Zoom, please contact the City Clerk’s Office at (916) 851-8720 Monday, June 20, 2022, before 3:00 p.m.

AGENDA

1. REGULAR MEETING - CALL TO ORDER/ROLL CALL

Council Members Linda Budge, Garrett Gatewood, Siri Pulipati, David Sander, and Mayor Donald Terry

2. METRO CABLE TV TELEVISION ANNOUNCEMENT

The Clerk will announce the meetings video recording and playback schedules.

3. PLEDGE OF ALLEGIANCE

The Mayor will call on someone in attendance to lead the Pledge.

4. INVOCATION

Julie Steinbach with the United Methodist Church of Rancho Cordova will give the invocation.

5. PRESENTATIONS

5.1. Recognition of Eagle Scouts Austin Konarski, Garrett Lopez and Matt Vasquez.

5.2. Council Member Pulipati's Birthday July 6, 2022.

6. PUBLIC COMMENT

Citizens wishing to address the Council for any matter not on the agenda may do so at this time via teleconference or by completing and submitting a Speaker Card to the City Clerk.

If you want to make a public comment via teleconference, please use the “raise hand” feature at the bottom center of the screen. If you are participating by telephone and you want to make a public comment, please press *9 to raise your hand. For those participating by Zoom or telephone, please wait to be called upon by the City Clerk.

For items on the agenda, speakers will be called by the Mayor at the point on the agenda when the item will be heard. Speakers are encouraged to keep comments to three minutes or less and to state name and community of residence.

Under the provisions of the California Government Code, the City Council is prohibited from discussing or taking immediate action on any item not on the agenda unless it can be demonstrated to be of an emergency nature or the need to take immediate action arose after the posting of the agenda.

Rancho Cordova City Council - AGENDA
Regular Meeting of Monday, June 20, 2022

7. COUNCIL REPORTS

8. CITY MANAGER'S REPORT

9. CONSENT CALENDAR ITEMS - ROLL CALL VOTE

9.1. Subject: Meeting Minutes from the Regular City Council Meeting of June 6, 2022.

Recommendation: Adopt the Minutes.

9.2. Subject: A Resolution Authorizing the City Manager to Execute Contract No. 2022-47 with Sacramento Self-Help Housing in an Amount not to Exceed $100,197 to Operate an Interim Housing Pilot Program.

Recommendation: Adopt the Resolution.

9.3. Subject: A Resolution Authorizing the City Manager to Execute Contract No. 2022-67 with Bennett Engineering Services, Inc. for On-Call Engineering and Design Services in an Amount not to Exceed $733,170 for the Sunrise Boulevard Rehabilitation Phase 2 Project.

Recommendation: Adopt the Resolution.

9.4. Subject: A Resolution of the City Council of the City of Rancho Cordova, State of California, Authorizing the City Manager to Execute Contract No. 2022-84 with Claggett Wolfe Associates for Consulting Services from July 1, 2022 through June 30, 2024, in an Amount not to Exceed $200,000.

Recommendation: Adopt the Resolution.

9.5. Subject: A Resolution Authorizing the City Manager to Execute Contract Amendment No. 56- 2019-1 with Harris & Associates to Extend the Contract Term from June 30, 2022, to June 30, 2024, which Results in an Increase to the Contract Amount from $100,000 to an Amount not to Exceed $200,000 for On-Call Stormwater Finance Support Services.

Recommendation: Adopt the Resolution.

9.6. Subject: A Resolution Authorizing the City Manager to Execute Contract Amendment No. 211-2018-2 with Ross Campbell, Inc. for Public Education and Outreach Services to Extend the Contract Term from June 30, 2022, to June 30, 2024, which Results in an Increase to the Contract Amount from $221,919 to an Amount not to Exceed $387,619.

Recommendation: Adopt the Resolution.

9.7. Subject: A Resolution Authorizing the City Manager to Execute Land Exchange Agreements with the Los Rios Community College District, and Balbir Singh Ojla and Mohan K. Ojla, and declaring City Property as Exempt Surplus Land Pursuant to the California Surplus Land Act.

Recommendation: Adopt the Resolution.

9.8. Subject: A Resolution Approving the Inclusion of the City of Rancho Cordova in the Article 34 Affordable Housing Ballot Measure Proposed by the County of Sacramento for the November 8, 2022 Election.

Recommendation: Adopt the Resolution.

9.9. Subject: A Resolution Declaring the Results of the Mail Ballot Election for Rancho Cordova Transit-Related Services Special Tax Area Zone 33 for the Grantline 220 Project.

Recommendation: Adopt the Resolution.

Rancho Cordova City Council - AGENDA
Regular Meeting of Monday, June 20, 2022

9.10. Subject: A Resolution Declaring the City's Intention to Impose an Annual Stormwater Utility Fee for the Maintenance of Storm Drainage and Flood Protection Systems for the Sundance Project.

Recommendation: Adopt the Resolution designating a time and place for hearing protests in connection with the annual Stormwater Utility Fee for the Sundance project.

9.11. Subject: A Resolution of the City Council of the City of Rancho Cordova and on Behalf of Commissions and Committees Created by the City Council Pursuant to Government Code Section 54952(b) Confirming the State of Emergency Under Government Code Section 8625, Recognizing Continued Measures to Promote Social Distancing, and Re-authorizing Remote Teleconference Meetings of the City for the Period from June 20, 2022 to July 19, 2022.

Recommendation: Adopt the Resolution.

9.12. Subject: A Resolution Calling the November 8, 2022 General Municipal Election for Two City Council Seats.

Recommendation: Rescind Resolution No. 94-2022 and adopt the updated Resolution calling the November 8, 2022 General Municipal Election and requesting that the Sacramento County Board of Supervisors consolidate the General Municipal Election with the statewide election.

9.13. Subject: A Resolution of the City Council of the City of Rancho Cordova, State of California, Implementing an Annual Compensation Cost of Living Increase for the City Manager.

Recommendation: Adopt the Resolution.

9.14. Subject: Fiscal Year 2022-23 Budget for American Rescue Plan Act, Measure H, and Measure R.

Recommendation: 1) Adopt the Resolution approving the Fiscal Year 2022-23 American Rescue Plan Act budget; 2) Adopt the Resolution approving the Fiscal Year 2022-23 budget amounts for Measure R, the revenues from the voter-approved 1/2 Cent Sales Tax; 3) Adopt the Resolution approving the Fiscal Year 2022-23 budget amounts for Community Grants, Legacy Projects, and Department Led Initiatives to be funded from the Measure H/Community Enhancement and Investment Fund, the revenues from the voter-approved 1/2 Cent Sales Tax; 4) Adopt the Resolution approving the Fiscal Year 2021-22 Measure H/Community Enhancement and Investment Fund Budget amendment; 5) Adopt the Resolution approving appropriations limit for Fiscal Year 2022-23; and 6) Adopt the Resolution approving full-time employee salary schedule.

10. CONSENT PUBLIC HEARING ITEMS - ROLL CALL VOTE

None.

11. PUBLIC HEARING ITEMS

None.

12. REGULAR CALENDAR ITEMS

12.1. Subject: Discussion and Approval of Council Member Appointments to Regional Boards, Commissions, and Committees.

Recommendation: That Council confirms commitments to serve on other agency boards, commissions, and committees.

Rancho Cordova City Council - AGENDA
Regular Meeting of Monday, June 20, 2022

12.2. Subject: A Resolution Declaring City-Owned Property at Assessor’s Parcel Number (APN) 067-0430-037 on Anatolia Drive as Surplus Land and Authorizing the City Manager to Proceed with the Surplus Land Act Process for Site Disposition.

Recommendation: Adopt the Resolution.

13. COUNCIL REQUESTS FOR FUTURE AGENDA ITEMS

14. ADJOURN TO CLOSED SESSION

Mayor Terry will adjourn the meeting to closed session.

15. CLOSED SESSION - CALL TO ORDER/ROLL CALL

Council Members Linda Budge, Garrett Gatewood, Siri Pulipati, David Sander, and Mayor Donald Terry

16. CLOSED SESSION

Council will meet in closed session to discuss the following items:

1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code Section 54956.8: Property 2300 Mine Shaft Lane, Rancho Cordova, CA 95742; City Negotiators: Cyrus Abhar, City Manager, Albert Stricker, Public Works Director, and Adam U.

Lindgren, City Attorney, Negotiating Parties: Cordova Community Council. Under Negotiations: Price and terms of payment.

2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code Section 54956.8: Property: Mather Field Rd, Assessor's Parcel Number (APN): 077-0050-058- 0000, City Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U. Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: 10503 Armstrong Ave, Assessor's Parcel Number (APN): 067-0990-005-0000, City Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U.

Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: Mather Blvd Assessor's Parcel Number: 067-0010-039-0000, City Negotiators:

Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U. Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: 10566 Peter A Mccuen, Assessor's Parcel Number (APN): 067-1040-006-0000, City Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U.

Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: 3615 Bleckely St, Assessor's Parcel Number (APN): 067-1040-001-0000, City Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U.

Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: 3607 Bleckely St, Assessor's Parcel Number (APN): 067-1040-002-0000, City Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U.

Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: 3611 Bleckely St, Assessor's Parcel Number (APN): 067-1040-007-0000, City

Rancho Cordova City Council - AGENDA
Regular Meeting of Monday, June 20, 2022

Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U.

Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: 10621 Schirra Ave, Assessor's Parcel Number (APN): 067-1040-008-0000, City Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U.

Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: Bleckely St, Assessor's Parcel Number (APN): 067-0010-093-0000, City Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U.

Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: Femoyer Ave, Assessor's Parcel Number (APN): 067-1040-005-0000, City Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U.

Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: Bleckely St, Assessor's Parcel Number: 067-0010-113-0000, City Negotiators:

Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U. Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Property: Bleckely St, Assessor's Parcel Number (APN): 067-0010-094-0000, City Negotiators: Cyrus Abhar, City Manager, Micah Runner, Deputy City Manager, and Adam U.

Lindgren, City Attorney, Negotiating Parties: County of Sacramento.

Under Negotiation: Price and Terms of Payment.

3. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION: Significant Exposure to Litigation Pursuant to Government Code Section 54956.9(d)(2) (One Case).

4. PUBLIC EMPLOYEE PERFORMANCE EVALUATION: City Attorney: Pursuant to Government Code Section 54957(b)(1).

5. CONFERENCE WITH LABOR NEGOTIATORS: Pursuant to Government Code Section 54957.6. Agency Designated Representatives: Mayor Donald Terry and City Manager Cyrus Abhar; Unrepresented Employee: City Attorney.

6. PUBLIC EMPLOYEE PERFORMANCE EVALUATION: City Manager: Pursuant to Government Code Section 54957(b)(1).

17. OPEN SESSION - REPORT FROM CLOSED SESSION

The City Attorney will report on action taken in closed session.

18. ADJOURNMENT

ADDITIONAL INFORMATION
Special Meetings listed below are subject to change/cancellation without further notice.

Unless the Council adopts a motion to extend the meeting, any item that is not initiated before 11:00 p.m. will be continued to the next day at 5:30 p.m. or scheduled on the next regular meeting of the Council.

Rancho Cordova City Council - AGENDA
Regular Meeting of Monday, June 20, 2022

Public documents related to items on the open session portion of this agenda, which are distributed to the City Council less than 72 hours prior to the meeting, shall be available for public inspection at the time the documents are distributed to the Council. Documents are available for inspection at the City Clerk's office located in Rancho Cordova City Hall.

The agenda items are accessible on the City’s website at www.cityofranchocordova.org on Thursdays or Fridays prior to the Regular City Council Meeting.

UPCOMING MEETINGS
June 28, 2022 5:30 PM Special Meeting/Work Session
July 18, 2022 5:30 PM Regular Meeting
July 26, 2022 5:30 PM Special Meeting/Work Session
August 1, 2022 4:00 PM Special Meeting/Regular Meeting August 15, 2022 5:30 PM Regular Meeting
August 23, 2022 5:30 PM Special Meeting/Work Session
September 6, 2022 4:00 PM Special Meeting/Regular Meeting If you have any technical questions related to the agenda items, please contact City Hall at (916) 851- 8700.

The Rancho Cordova City Council meeting will be videotaped in its entirety and will be cablecast without interruption on Metro Cable 14, the Government Affairs Channel on the Comcast, Consolidated Communications and AT&T U-Verse Systems. Closed Captioning will be available on the playback cablecast. A DVD copy is available from the City Clerk’s Department and a webcast of this meeting will be available for viewing via video streaming from the City’s website within 48 hours of adjournment of this meeting.

In compliance with the Americans with Disabilities Act, if you need a disability-related modification or accommodation, including auxiliary aids or services, to participate in this meeting, please contact the City Clerk’s Office at (916) 851-8720 at least 48 hours prior to the meeting.

CERTIFICATION OF POSTING OF AGENDA
I, Stacy Leitner, City Clerk for the City of Rancho Cordova, declare that the foregoing agenda for the June 20, 2022 Regular Meeting of the Rancho Cordova City Council was posted and available for review on June 16, 2022 at City Hall of the City of Rancho Cordova, 2729 Prospect Park Drive, Rancho Cordova, California, 95670. The agenda is also available on the city website at www.cityofranchocordova.org.

Signed June 16, 2022 at Rancho Cordova, California.

Stacy Leitner, CMC
City Clerk

ITEM 9.1.

CITY OF RANCHO CORDOVA

CITY COUNCIL MEETING
Monday, June 6, 2022
5:30 PM – Regular Meeting
David B. Roberts Council Chambers
City Hall
2729 Prospect Park Drive, Rancho Cordova
Pursuant to California Assembly Bill 361 amending the Ralph M. Brown Act (Govt. Code 54950-54963), the City has declared a state of emergency relating to COVID-19 and imposed measures to promote social distancing.

DRAFT MINUTES

1. REGULAR MEETING - CALL TO ORDER/ROLL CALL

Mayor Terry called the Regular meeting to order in the David B. Roberts Council Chambers at 5:35 p.m.

Council Members Present: Linda Budge, Garrett Gatewood, David Sander (arrived at 5:39 p.m.), and Mayor Donald Terry
Council Members Absent: Siri Pulipati
Staff Members Present: Cyrus Abhar, Adam Lindgren, Stacy Leitner and Persephonie Riley

2. METRO CABLE TV TELEVISION ANNOUNCEMENT

The City Clerk read the meetings recordings and playback schedule.

3. PLEDGE OF ALLEGIANCE

Derald Langwell led the pledge.

4. INVOCATION

Reverend Elizabeth Brick with the United Methodist Church gave the invocation.

5. PRESENTATIONS

ITEM 9.1.

Rancho Cordova City Council - DRAFT MINUTES
Meeting of Monday, June 6, 2022

5.1. Introduction of New Employees: Shayonta Porter, Customer Service Representative by Delisa Verdun, Senior Customer Service Representative. Sharon Singh, Homeless Outreach Navigator by Russ Ducharme, Neighborhood Services Manager. Farzana Kausar, Administrative Assistant, by Stacy Leitner, City Clerk. Lindsay Samples, Management Technician, by Stacy Delaney, Community Enhancement and Investment Senior Management Analyst. Drew Hart, Senior Transportation Planner by Edgar Medina, Principal Civil Engineer.

6. PUBLIC COMMENT

Mayor Terry opened the public comment period. The following individuals addressed the Council or submitted public comment via email:

1. Larry Ladd

2. Helen Whelan-Bashaw
Mayor Terry closed the public comment period.

7. COUNCIL REPORTS

Council reported on events since the last meeting.

8. CITY MANAGER'S REPORT

City Manager Cyrus Abhar gave his report.

9. CONSENT CALENDAR ITEMS - ROLL CALL VOTE

Mayor Terry opened the public comment period. The following individuals addressed the Council or submitted public comment via email:

1. Marissa Greenbend

2. Eldon Price

3. Thomas Lawton
Mayor Terry closed the public comment period.

Council Member Gatewood requested that item 9.7 be pulled for separate discussion.

ACTION: Motion to approve item 9.1 through 9.6 and item 9.8 through 9.20 by Budge second by Sander;
Motion passed with a 4:0 vote
AYES: Budge, Gatewood, Sander, and Terry
NOES: None
ABSENT: Pulipati
ABSTAIN: None

9.1. Subject: Meeting Minutes from the Special City Council Meeting of May 10, 2022 and the Regular City Council Meeting of May 16, 2022.

Recommendation: Adopt the Minutes.

9.2. Subject: A Resolution Authorizing the City Manager to Award Contract No. 2022-61 with

ITEM 9.1.

Rancho Cordova City Council - DRAFT MINUTES
Meeting of Monday, June 6, 2022

Kittelson & Associates, Inc. in an Amount not to Exceed $172,572 to Provide Professional Services to Prepare the Citywide Roundabout Feasibility Study & Priority Implementation Plan.

Recommendation: Adopt the Resolution.

9.3. Subject: A Resolution Authorizing the City Manager to Execute Contract Amendment No. 58-2019-1 with Coastline Water Resources, Inc. to Extend the Contract Term from June 30, 2022, to June 30, 2023, which Results in an Increase to the Contract Amount from $1,285,710 to an Amount not to Exceed $1,835,000 for Citywide Storm Drain Maintenance Services.

Recommendation: Adopt the Resolution.

9.4. Subject: A Resolution Authorizing the City Manager to Execute Contract Amendment No. 74-2016-4 with the Sacramento Regional Transit District to Increase the Contract Amount from $563,120 to an Amount not to Exceed $756,160 for Continued Light Rail Station Cleaning and Maintenance Services.

Recommendation: Adopt the Resolution.

9.5. Subject: A Resolution Authorizing the City Manager to Execute Contract Amendment No. 59-2019-1 for Professional Services with H2O Urban Solutions, Inc. to Extend the Contract Term from June 30, 2022, to December 31, 2022, which will Result in an Increase to the Contract Amount from $366,780 to an Amount not to Exceed $417,000 for Citywide Storm Drain Pump Station Operations & Maintenance.

Recommendation: Adopt the Resolution.

9.6. Subject: A Resolution Authorizing the City Manager to Execute Contract No. 2022-51 with the Sacramento Tree Foundation in an Amount not to Exceed $450,000 from July 1, 2022 through June 30, 2025 for Community Engagement and Tree Planting Services to Enhance And Improve the City’s Urban Forest.

Recommendation: Adopt the Resolution.

9.7. Subject: A Resolution Authorizing the City Manager to Execute Contract No. 2022-69 with Sierra Asphalt, Inc. in an Amount not to Exceed $157,700 for On-Call Pavement Maintenance Services.

Recommendation: Adopt the Resolution.

Council Member Gatewood recused himself due to a conflict of interest related to a business interest.

Mayor Terry opened the public comment period. Seeing no speakers. Mayor Terry closed the public comment period.

ACTION: Motion to approve item 9.7 by Budge second by Sander; Motion passed with a 3:0 vote.

AYES: Budge, Sander, and Terry
NOES: None
ABSENT: Pulipati
RECUSED: Gatewood
City Attorney Adam Lindgren asked that the Council reconsider item 9.7 for further discussion.

ITEM 9.1.

Rancho Cordova City Council - DRAFT MINUTES
Meeting of Monday, June 6, 2022

ACTION: Motion to reconsider item 9.7. by Budge second by Sander; Motion passed with a 3:0 vote
AYES: Budge, Sander, and Terry
NOES: None
ABSENT: Pulipati
RECUSED: Gatewood
ACTION: Motion to Rescind the approval of item 9.7. and continue item to a date uncertain by Budge second by Sander;
Motion passed with a 3:0 vote.

AYES: Budge, Sander, and Terry
NOES: None
ABSENT: Pulipati
RECUSED: Gatewood

9.8. Subject: A Resolution Authorizing the City Manager to Execute Construction Contract No. 2022-63 in an Amount not to Exceed $330,541.00 with B&M Builders, Inc. to Construct the HSIP Cycle 10 Pedestrian Crossing Enhancement Project.

Recommendation: Adopt the Resolution.

9.9. Subject: A Resolution Authorizing the City Manager to Execute Construction Contract Amendment No. 2021-256-4 with Z Squared Inc. to increase the contract amount from $4,511,000 to an amount not to exceed $5,345,695 for the construction of the Rancho Cordova Youth Center Project.

Recommendation: Adopt the Resolution

9.10. Subject: A Resolution of the City Council of the City of Rancho Cordova and on Behalf of Commissions and Committees Created by the City Council Pursuant to Government Code Section 54952(b) Confirming the State of Emergency Under Government Code Section 8625, Recognizing Continued Measures to Promote Social Distancing, and Re- authorizing Remote Teleconference Meetings of the City for the Period from June 10, 2022 to July 6, 2022.

Recommendation: Adopt the Resolution.

9.11. Subject: A Resolution Determining the Special Tax Levy and Authorizing the Levy of Special Taxes for Police Protection Services within the Rancho Cordova Special Police Tax Area for Fiscal Year 2022-2023.

Recommendation: Adopt the Resolution.

9.12. Subject: A Resolution of the City Council of the City of Rancho Cordova Declaring its Intention to Transfer Delinquent Refuse Service Charges to the Property Tax Rolls and to Set a Public Hearing for the Same.

Recommendation: Adopt the Resolution.

9.13. Subject: A Resolution Declaring the Results of a Mail Ballot Election Relating to the Imposition of the Annual Stormwater Utility Fee for the Grantline 220 Project in the City of Rancho Cordova.

Recommendation: Adopt the Resolution declaring the results of the mail ballot election relating to the imposition of the Annual Stormwater Utility Fee for the Grantline 220 project.

ITEM 9.1.

Rancho Cordova City Council - DRAFT MINUTES
Meeting of Monday, June 6, 2022

9.14. Subject: A Resolution to Approve the Appointment of City and Golden State Water Company Representatives to the Governing Board of the Sacramento Central Groundwater Authority.

Recommendation: Adopt the Resolution.

9.15. Subject: A Resolution Calling the November 8, 2022 General Municipal Election for Two City Council Seats.

Recommendation: Adopt the Resolution calling the November 8, 2022 General Municipal Election and requesting that the Sacramento County Board of Supervisors consolidate the General Municipal Election with the statewide election.

9.16. Subject: Second Reading and Adoption of an Ordinance of the City of Rancho Cordova Levying a Special Tax within the City of Rancho Cordova Arista Del Community Facilities District No. 2022-1.

Recommendation: Waive the second reading and adopt the Ordinance.

9.17. Subject: Second Reading and Adoption of Ordinance Establishing SunCreek Specific Plan Development Impact Fees.

Recommendation: Waive the second reading and adopt the Ordinance.

9.18. Subject: Second Reading and Adoption of an Ordinance Amending Title 4 Business Regulation, Chapter 4.07 Tobacco Retailer License which would Repeal and Replace Title 6 Health and Sanitation, Chapter 6.86 Distribution of Tobacco Products to Minors, and Amending Chapter 6.84.020 Regulation of Smoking, Definitions and Title 23 Zoning Code, Chapter 23.919.100 Smokers Lounge, Hookah Bar, E-Cigarette Lounge and Vapor Lounge/Bar of the Rancho Cordova Municipal Code Regarding the Prohibition of the Sale of Flavored Tobacco Products.

Recommendation: Waive second reading and adopt the Ordinance.

9.19. Subject: Second Reading of Ordinance for SunCreek Development Agreement Amendments and Reapproval.

Recommendation: Waive the second reading and adopt the Ordinance.

9.20. Subject: Treasurer's Report - March 31, 2022.

Recommendation: This report is informational only. It is recommended that the City Council receive and file the March 31, 2022 Treasurer’s Report.

10. CONSENT PUBLIC HEARING ITEMS - ROLL CALL VOTE

Mayor Terry opened the public comment period. Seeing no speakers. Mayor Terry closed the public comment period.

ACTION: Motion to approve item 10.1 through 10.6 by Budge second by Gatewood; Motion passed with a 4:0 vote.

AYES: Budge, Gatewood, Sander, and Terry
NOES: None
ABSENT: Pulipati
ABSTAIN: None

10.1. Subject: A Resolution Approving Proceedings for the Annual Levy and Collection of Assessments for Landscaping and Lighting District No. 2005-1 for Fiscal Year 2022-

ITEM 9.1.

Rancho Cordova City Council - DRAFT MINUTES
Meeting of Monday, June 6, 2022

2023.

Recommendation: Adopt the Resolution.

10.2. Subject: A Resolution Approving Proceedings for the Annual Levy and Collection of Assessments for the Rancho Cordova Lighting District No. 2012-1 for Fiscal Year 2022- 2023.

Recommendation: Adopt the Resolution.

10.3. Subject: Resolutions Approving Proceedings for the Annual Levy and Collection of Assessments for the Rancho Cordova Road Maintenance Assessment District for Fiscal Year 2022-2023.

Recommendation: Adopt the Resolution Initiating Proceedings for the Annual Levy and Collection of Assessments, Declaring its Intention to Levy the Annual Assessments and Preliminarily Approving the Engineer’s Report for the Rancho Cordova Road Maintenance Assessment District for Fiscal Year 2022-2023; and adopt the Resolution Amending and/or Approving the Annual Engineer’s Report and Ordering the Levy and Collection of Assessments within the Rancho Cordova Road Maintenance Assessment District for Fiscal Year 2022-2023.

10.4. Subject: Resolutions Approving Proceedings for the Annual Levy and Collection of Charges for the Rancho Cordova Transit Related Services Benefit District, Zone No. 1 for Fiscal Year 2022-2023.

Recommendation: Adopt the Resolution Initiating Proceedings for the Annual Levy and Collection of Charges, Preliminarily Approving the Engineer’s Report and Declaring its Intention to Levy the Annual Service Charges for Fiscal Year 2022-2023 for the Rancho Cordova Transit Related Services Benefit District, Zone No. 1; and the Resolution Amending and/or Confirming the Engineer’s Report and establishing the Fiscal Year 2022-2023 Service Charge for the Rancho Cordova Transit Related Services Benefit District, Zone No. 1.

10.5. Subject: Resolutions Approving Proceedings for the Annual Levy and Collection of Charges for the Rancho Cordova Transit Related Services Benefit District, Zone No. 2 for Fiscal Year 2022-2023.

Recommendation: The Resolution Initiating Proceedings for the Annual Levy and Collection of Charges, Preliminarily Approving the Engineer’s Report, and Declaring its Intention to Levy the Annual Charges for Fiscal Year 2022-2023 for the Rancho Cordova Transit Related Services Benefit District, Zone No. 2; and the Resolution Amending and/or Confirming the Engineer’s Report and establishing the Fiscal Year 2022-2023 Service Charges for the Rancho Cordova Transit Related Services Benefit District, Zone No. 2.

10.6. Subject: A Resolution Approving Granite Construction Company Renewal of Surface Mining and Reclamation Plan Permit Project No. RC06-224.

Recommendation: Adopt the Resolution approving the Renewal of the Surface Mining and Reclamation Plan Permit for the Granite Construction Mining Operation, Project No.

RC 06-224.

11. PUBLIC HEARING ITEMS

None.

ITEM 9.1.

Rancho Cordova City Council - DRAFT MINUTES
Meeting of Monday, June 6, 2022

12. REGULAR CALENDAR ITEMS

12.1. Subject: Presentation of Final Proposed Spending Plan for Fiscal Year 2022-23 Measure H, Measure R, and American Rescue Plan Act Funds.

Recommendation: Receive information and provide direction.

Mayor Terry opened the public comment period. Seeing no speakers. Mayor Terry closed the public comment period.

ACTION: Input was received regarding the Presentation of FInal Proposed Spending Plan for Fiscal Year 2022-23 Measure H, Measure R, and American Rescue Plan Act Funds.

12.2. Subject: A Resolution Authorizing the City Manager to Execute Contract 2022-52 for Professional Services with ShotSpotter, Inc. in an Amount not to Exceed $1,194,000 through June 30, 2026.

Recommendation: Adopt the Resolution.

Mayor Terry opened the public comment period. The following individuals addressed the Council or submitted public comment via email:

1. Derald Langwell
Mayor Terry closed the public comment period.

ACTION: Motion to approve item 12.2. by Budge second by Gatewood; Motion passed with a 4:0 vote.

AYES: Budge, Gatewood, Sander, and Terry
NOES: None
ABSENT: Pulipati
ABSTAIN: None

13. COUNCIL REQUESTS FOR FUTURE AGENDA ITEMS

1. SACOG Presentation

14. ADJOURN TO CLOSED SESSION

Mayor Terry adjourned the meeting to closed session at 7:40 p.m.

15. CLOSED SESSION - CALL TO ORDER/ROLL CALL

Mayor Terry called closed session order at 7:40 p.m.

Council Members Present: Linda Budge, Garrett Gatewood, David Sander, and Donald Terry
Council Members Absent: Siri Pulipati
Staff Members Present: Cyrus Abhar and Adam Lindgren

16. CLOSED SESSION

Council met in closed session to discuss the following items:

1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION: City Manager: Pursuant to Government Code Section 54957.

ITEM 9.1.

Rancho Cordova City Council - DRAFT MINUTES
Meeting of Monday, June 6, 2022

2. CONFERENCE WITH LABOR NEGOTIATORS: Pursuant to Government Code Section 54957.6. Agency Designated Representatives: Mayor Donald Terry and City Attorney Adam U. Lindgren; Unrepresented Employee: City Manager.

3. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION: Significant Exposure to Litigation Pursuant to Government Code Section 54956.9(d)(2) (One Case).

17. OPEN SESSION - REPORT FROM CLOSED SESSION

City Attorney Adam Lindgren reported that staff was given direction and no reportable action was taken in closed session.

18. ADJOURNMENT

Mayor Terry adjourned the meeting in memory of Louis Hawkes, Alice Talbott, the children in the Uvalde, TX school shooting and all of the families affected by the mass shootings that have taken place in the Country at 8:27 p.m. _________________________
Stacy Leitner, CMC
City Clerk

MEMORANDUM
City Council Staff Report - Page 1 of 2

ITEM 9.2.

DATE: June 20, 2022

TO: Honorable Mayor and Council Members

FROM: Stefan Heisler, Housing Manager

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2022-47 WITH SACRAMENTO SELF-HELP
HOUSING IN AN AMOUNT NOT TO EXCEED $100,197 TO OPERATE

AN INTERIM HOUSING PILOT PROGRAM

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute a contract with Sacramento Self-Help Housing to provide an interim housing services pilot program at one single-family home in the amount of $100,197 for one year.

BACKGROUND

In March 2022 staff provided an update to Council on the Homeless Outreach Team’s successes and planned enhancements during 2022. One opportunity presented was to contract with Sacramento Self-Help Housing (SSHH) for a small interim housing pilot program to provide short-term housing and services, in partnership with the Rancho Cordova Homeless Assistance Resource Team (RC HART), to a small number of clients in a single-family home setting.

This opportunity was presented to staff by SSHH for a home in Rancho Cordova that has already been operating under a Sacramento County shelter program. That program is now refocusing, which has opened up the opportunity for the City of Rancho Cordova to contract for this location. This location has already been operating successfully with no calls for service and no disruption to the neighborhood.

The Interim Housing program will provide housing for 5 clients at a time and will provide basic shelter services, case management, and shelter operations. Basic services provided include fully furnished accommodations, bathing facilities, access to food preparation areas, personal storage spaces, laundry facilities, mail, telephone, and transportation. Case management services include creating an individualized service plan, linking participants to health and wellness programs, and assisting participants in obtaining income and/or establishing benefits.

City Council Staff Report - Page 2 of 2
The program will be managed by a Housing Operations Specialist and an on-site House Monitor who will reside at the location.

FISCAL IMPACT AND FUNDING SOURCE

The General Fund impact for this one-year pilot program will be a not to exceed contract for $100,197.

ATTACHMENT(S)

1. Resolution

2. Contract No. 2022-47

ITEM 9.2. ATTACHMENT 1 Resolution No. XX-2022 Page 1 of 1

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2022-47 WITH SACRAMENTO SELF-HELP HOUSING IN AN AMOUNT NOT TO EXCEED $100,197 TO OPERATE AN INTERIM HOUSING PILOT PROGRAM

WHEREAS, the City of Rancho Cordova has a significant unhoused population of approximately 300 to 350 people; and

WHEREAS, in March 2022 City staff provided an update on the City’s Homeless Outreach Team and received direction from the City Council on proceeding with program enhancements including targeting a small short-term shelter program for program expansion; and

WHEREAS, Sacramento Self-Help Housing provides a successful interim housing program for Sacramento County and has one single-family house location already in Rancho Cordova that is available to provide shelter and case management services; and

WHEREAS, the City desires to enter into a contract with Sacramento Self-Help Housing to provide its interim housing program services for a one-year pilot program to Rancho Cordova homeless residents.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA authorizes the City Manager to execute a contract with Sacramento Self-Help Housing in an amount not to exceed $100,197 for a one-year interim housing pilot program, in forms approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 20th day of June 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Donald Terry, Mayor

Stacy Leitner, CMC
City Clerk

CONTRACT NO.: 2022-47

Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 1 of 16

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF RANCHO CORDOVA AND

SACRAMENTO SELF HELP HOUSING

THIS AGREEMENT for professional services is made by and between the City of Rancho Cordova, a California municipal corporation (“City”), and Sacramento Self-Help Housing, a California nonprofit corporation (“Professional”) as of July 1, 2022.

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Professional shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2023, the date of completion specified in Exhibit A. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Professional to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8.

1.2 Standard of Performance. Professional shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Professional is engaged in the geographical area in which Professional practices its profession. Professional shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Professional's profession.

1.3 Assignment of Personnel. Professional shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Professional shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Professional shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Professional’s obligations hereunder.

Section 2. COMPENSATION. City hereby agrees to pay Professional a sum not to exceed ONE HUNDRED THOUSAND ONE HUNDRED NINETY-SEVEN DOLLARS ($100,197.00), notwithstanding any contrary indications that may be contained in Professional’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Professional’s proposal, attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to

CONTRACT NO.: 2022-47

Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 2 of 16

Professional for services rendered pursuant to this Agreement. Professional shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Professional shall not bill City for duplicate services performed by more than one person.

Professional and City acknowledge and agree that compensation paid by City to Professional under this Agreement is based upon Professional’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Professional. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Professional and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Professional shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:

 Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
 The beginning and ending dates of the billing period;  A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
 At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
 The total number of hours of work performed under the Agreement by Professional and each employee, agent, and subcontractor of Professional performing services hereunder, as well as a separate notice when the total number of hours of work by Professional and any individual employee, agent, or subcontractor of Professional reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A;
 The Professional’s signature.

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Professional.

2.3 Final Payment. City shall make the final payment within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed.

2.4 Total Payment. City shall pay for the services to be rendered by Professional pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever

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Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 3 of 16

incurred by Professional in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Professional submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Professional on an hourly basis shall not exceed the amounts shown on the fee schedule set forth in Exhibit B.

2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B, and shall not exceed Zero Dollars ($0 ). Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

2.7 Payment of Taxes. Professional is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Professional terminates this Agreement pursuant to Section 8, the City shall compensate the Professional for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Professional shall maintain adequate logs and timesheets in order to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Professional is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Professional shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Professional only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.

City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Professional’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

CONTRACT NO.: 2022-47

Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 4 of 16

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Professional, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Professional and its agents, representatives, employees, and subcontractors.

Professional shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Professional shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Professional's bid. Professional shall not allow any subcontractor to commence work on any subcontract until Professional has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Professional shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers’ Compensation. Professional shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Professional. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Professional may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Professional, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

The requirement to maintain Statutory Worker’s Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Professional does not have any employees.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile

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Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 5 of 16

liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:

a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Professional, including the insured’s general supervision of Professional; products and completed operations of Professional; premises owned, occupied, or used by Professional; and automobiles owned, leased, or used by the Professional. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.

b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage.

d. Any failure of Professional to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

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Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 6 of 16

e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

4.3 Professional Liability Insurance. Professional, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000) covering the licensed professionals’ errors and omissions.

4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim.

4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form:

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

b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates.

c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Professional must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Professional’s sole cost and expense, any extended reporting provisions of the policy, if the Professional cancels or does not renew the coverage.

d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

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Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 7 of 16

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

4.4.3 Subcontractors. Professional shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.4.4 Deductibles and Self-Insured Retentions. Professional shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Professional may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Professional procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.

4.4.5 Waiver of Subrogation. Professional hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to e ffect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Professional, its employees, agents, and subcontractors.

4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Professional shall provide written notice to City at Professional’s earliest possible opportunity and in no case later than five (5) days after Professional is notified of the change in coverage.

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

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Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 8 of 16

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

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

 Terminate this Agreement.

Section 5. INDEMNIFICATION AND PROFESSIONAL’S RESPONSIBILITIES.

5.1 General Requirement. Professional shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Professional or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Professional shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Professional or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Professional to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Professional from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Professional acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

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

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Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 9 of 16

5.3 Design Professionals. To the extent that the services under this Agreement include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Professional’s duty to indemnify under Sections 5.1 and 5.2 shall only be to the maximum extent permitted by California Civil Code Section 2782.8.

Section 6. STATUS OF PROFESSIONAL.

6.1 Independent Contractor. At all times during the term of this Agreement, Professional shall be an independent contractor as defined in Labor Code Section 3353, and shall not be an employee of City. Nothing contained in this Agreement shall be construed to be inconsistent with the foregoing relationship or status. City shall have the right to control Professional only insofar as the results of Professional's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means and methods by which Professional accomplishes services rendered pursuant to this Agreement. Professional shall have no power or authority by this Agreement to bind the City in any respect. All employees and agents hired or retained by Professional are employees and agents of Professional and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Professional by any such employees or agents, or any other person resulting from performance of this Agreement.

Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Professional and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Professional shall not allow any employee, agent or subcontractor to become eligible for a claim for PERS benefits.

6.2 Professional Not an Agent. Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Professional and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Professional’s

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Last Revised January 2022

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City of Rancho Cordova and Sacramento Self-Help Housing Page 10 of 16

f ailure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Professional and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Professional represents and warrants to City that Professional and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Professional represents and warrants to City that Professional and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Professional and any subcontractors shall obtain and maintain valid Business Licenses from City during the term of this Agreement.

7.5 Nondiscrimination and Equal Opportunity. Professional shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Professional under this Agreement. Professional shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Professional thereby.

Professional shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Professional.

Professional may cancel this Agreement upon ten (10) days’ written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Professional shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Professional delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to

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Last Revised January 2022

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Professional or prepared by or for Professional or the City in connection with this Agreement.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Professional understands and agrees that, if City grants such an extension, City shall have no obligation to provide Professional with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.4 Assignment and Subcontracting. City and Professional recognize and agree that this Agreement contemplates personal performance by Professional and is based upon a determination of Professional’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Professional.

Professional may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Professional shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Professional shall survive the termination of this Agreement.

8.6 Options upon Breach by Professional. If Professional materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Professional pursuant to this Agreement;

8.6.3 Retain a different Professional to complete the work described in Exhibit A not finished by Professional; or

8.6.4 Charge Professional the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Professional pursuant to Section 2 if Professional had completed the work.

CONTRACT NO.: 2022-47

Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 12 of 16

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Professional’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Professional prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Professional hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Professional agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

9.2 Professional’s Books and Records. Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Professional pursuant to this Agreement.

9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Professional to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that Party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Sacramento or in the United States District Court for the Eastern District of California.

CONTRACT NO.: 2022-47

Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 13 of 16

10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.6 Use of Recycled Products. Professional shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10.7 Conflict of Interest. Professional may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Professional in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Professional shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.

Professional hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Professional was an employee, agent, appointee, or official of the City in the previous twelve months, Professional warrants that it did not participate in any manner in the forming of this Agreement. Professional understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Professional will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Professional will be required to reimburse the City for any sums paid to the Professional. Professional understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.

10.8 Solicitation. Professional agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

CONTRACT NO.: 2022-47

Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 14 of 16

10.9 Contract Administration. This Agreement shall be administered by Stefan Heisler ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

10.10 Notices. Any written notice to Professional shall be sent to:

John Foley, Executive Director
Sacramento Self-Help Housing
1010 Hurley Way
Sacramento, CA 95825
Email Address (for Insurance Update Requests)
[email protected]
916-341-0593

Any written notice to City shall be sent to:

Stefan Heisler
City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
[email protected]

916-851-8757

10.11 Professional Seal. Where applicable in the determination of the Contract Administrator or when required by law, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.

_________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Professional and supersedes all prior negotiations, representations, or agreements, either written or oral.

10.13 IRS Form W-9. Professional shall complete and submit Internal Revenue Service Form W-9 to the City before execution of this Agreement. The City’s Finance Director shall have authority to waive this requirement.

CONTRACT NO.: 2022-47

Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 15 of 16

CONTRACT NO.: 2022-47

Last Revised January 2022

Professional Services Agreement between July 1, 2022
City of Rancho Cordova and Sacramento Self-Help Housing Page 16 of 16

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above, which date shall be considered by the Parties to be the effective date of this Agreement.

CITY OF RANCHO CORDOVA PROFESSIONAL

______________________________ ______________________________ Cyrus Abhar, City Manager John Foley, Executive Director

Date: ____________________ Date: ____________________

Attest:

Stacy Leitner, CMC, City Clerk

Date: ____________________

Approved as to Form:

______________________________
Adam U. Lindgren, City Attorney

DESCRIPTION OF SERVICES
SSHH shall secure, manage and maintain one or more interim shelter sites in or near the City of Rancho Cordova, and will provide shelter and supportive services to 5 or more individuals experiencing homelessness at each site at any one time

Basic shelter services include:

1. A safe, sanitary and accessible site

2. Beds and clean linens for each guest

3. Fully furnished accommodations

4. Bathing facilities with hot and cold running water, and provision of towels, soap and toilet paper.

5. Access to food preparation area for meals and snacks; as well as accessible storage for personal food items.

6. Laundry facilities and supplies available to all guests

7. Secure and accessible storage space for guest belongings

8. Mail service or access to receive mail

9. Access to a public or private telephone to make and receive calls

10. Transportation for shelter guests; and

11. Access to policies and procedures, including grievance procedures and responsibilities

Case Management
Case management and services focus on identifying and reducing barriers to permanent housing. In order to provide intensive case management support, SSHH will staff approximately 1.0 FTE Case Manager per 20 program participants. Case Manager duties include:
• Individualized service plan focused on helping individuals obtain permanent housing and linkages to other community based supportive services as needed
• Health and Wellness referrals - participants are linked to and assisted in accessing medical health, mental health, and any needed alcohol and other drug services. • Mainstream Benefits - Assist participants with obtaining income and/or establishing benefits. This includes coordinating the completion and submission of applications for public benefits and entitlements (e.g., general assistance, SNAP, SSI/SSDI, Veteran benefits) health insurance benefits (e.g., Medi-Cal, Medicare, Covered California, etc.), and other sources of financial assistance.

Shelter Operations
The shelter will be staffed by one or more Housing Operations Specialists, who are responsible for participant intake and exit procedures, and for maintaining and supplying the shelter with necessary household supplies. Additionally, an on-site House Monitor who will reside at the shelter and who reports daily and as needed to the Team Supervisor.

It is the responsibility of the Team Supervisor to ensure that the program participants abide by the Shelter Rules, in order to promote a safe and healthy environment. This includes responding and de- escalating crises in an appropriate manner, providing emergency assistance to clients and co-workers as necessary and ensuring timely conflict resolution to assist in problem-solving and skill-building.

Rancho Cordova‐ 5 beds
Direct Program Expense FTE Salaries Benefits Total  Budget Program Director 0.0125 1040 239.2 1,279.20
Assistant Program Director 0.0125 884 203.32 1,087.32
Team Supervisor 0.0125 832 191.36 1,023.36
Case Manager 2 0.025 1196 275.08 1,471.08
Case Manager 0.2 9152 2104.96 11,256.96
Operations Coordinator 0.025 1196 275.08 1,471.08
Housing Operations 0.1 4160 956.8 5,116.80
Houseleader 1 5444 5,444.00
Property Management Director 0.0125 962 221.26 1,183.26 Property Management Staff 0.025 1144 263.12 1,407.12
SSHH Deputy Director 0.006 600 138 738.00
26610 4868.18 31,478.18
Direct Program Operation Costs HART  in kind Total  Budget Transportation 2,000.00                              1000 3000 Maintenance and Repair 1,800.00
Utilities 5,400.00
Furnishings ‐ Beds only 1,200.00
Client Food 2400 2400
Insurance 400.00
Household Supplies 2160 2160
Landscaping 1,800.00
Wifi/Telephone 1,800.00
Staff Equipment 500.00
One time Security Deposit 7,000.00
One time set up/Furnishings 12000 12000
Background Checks 150.00
Leasing 33,600.00
Rehousing funds for clients 10000 10000
Total Operations Costs 55,650.00                            27560 29560 Sub‐total Program Cost 87,128.18                             27560 114688.18 Indirect Admin Cost 13,069.23
TOTAL Program Costs 100,197.41                        27560 127757.407

MEMORANDUM
City Council Staff Report - Page 1 of 2

ITEM 9.3.

DATE: June 20, 2022

TO: Honorable Mayor and Council Members

FROM: Albert Stricker, Public Works Director
Jesse Yabes, Assistant Civil Engineer

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2022-67 WITH BENNETT ENGINEERING SERVICES, INC. FOR ON-CALL ENGINEERING AND DESIGN SERVICES IN AN
AMOUNT NOT TO EXCEED $733,170 FOR THE SUNRISE
BOULEVARD REHABILITATION PHASE 2 PROJECT

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute Contract No. 2022-67 with Bennett Engineering Services, Inc. for an amount not to exceed $733,170 for the Sunrise Boulevard Rehabilitation Phase 2 Project.

BACKGROUND

The Sunrise Boulevard Rehabilitation Phase 2 Project has been identified as a high priority road rehabilitation project. The project area is Sunrise Boulevard, between White Rock Road and Douglas Road, and Mechanical Drive, between Sunrise Boulevard and Recycle Road (see Attachment 3).

The Sunrise Boulevard Rehabilitation Phase 2 Project will include an overlay of existing pavement to improve the road surfaces, median landscape enhancements, sidewalk repairs and curb ramp upgrades to achieve compliance with the Americans with Disabilities Act, drainage upgrades to improve flood protection and stormwater conveyance, and other incidental work as required.

The design elements of the project will provide commuters with a smoother ride, improve access for pedestrians and bicyclists, improve drainage to prevent flooding and improve aesthetics in the area.

Rehabilitation of Sunrise Boulevard is necessary and aligns with City goals to promote the positive image of Rancho Cordova and ensure the availability of the best public services in the region while practicing sound financial management.

City Council Staff Report - Page 2 of 2

FISCAL IMPACT AND FUNDING SOURCE

Funding for this project consist of Gas Tax and Stormwater Enterprise Fund. The project is included in the City's current approved Capital Improvement Plan and in the Adopted 2021- 2022 budget.

ATTACHMENT(S)

1. Resolution

2. Contract No. 2022-67

3. Project Map

ITEM 9.3. ATTACHMENT 1 Resolution No. XX-2022 Page 1 of 1

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2022-67 WITH BENNETT ENGINEERING SERVICES, INC., IN AN AMOUNT NOT TO EXCEED $733,170, FOR DESIGN OF THE SUNRISE BOULEVARD REHABILITATION PHASE 2 PROJECT TO INCREASE SAFETY AND PROMOTE LIVABILITY

WHEREAS, the City of Rancho Cordova desires to enter into Contract No. 2022-67 with Bennett Engineering Services, Inc., in an amount not to exceed $733,170 for on-call engineering and design services for the Sunrise Boulevard Rehabilitation Phase 2 Project; and WHEREAS, the project will include overlay of existing pavement to improve the road surfaces, median landscape enhancements, sidewalk repairs and curb ramp upgrades to achieve compliance with the Americans with Disabilities Act, drainage upgrades to improve flood protection and stormwater conveyance, and improve aesthetics; and

WHEREAS, funding for this project consists of Gas Tax, Road and Stormwater Enterprise Fund; and

WHEREAS, the services will exceed the maximum amount the City Manager has authorization to approve.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager to execute Contract No. 2022-67 with Bennett Engineering Services, Inc., in an amount not to exceed $733,170 and in a form approved by the City Attorney for the Sunrise Boulevard Rehabilitation Phase 2 Project.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 20th day of June 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Donald Terry, Mayor

Stacy Leitner, CMC
City Clerk

CONTRACT NO.: 2022-67
Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 1 of 15

PROFESSIONAL SERVICES AGREEMENT BETW
EEN

THE CITY OF RANCHO CORDOVA AND
BENNETT ENGINEERING SERVICES, INC.

FOR THE SUNRISE BOULEVARD REHABILITATION PHASE 2 PROJECT, CP23-2238 THIS AGREEMENT for professional services is made by and between the City of Rancho Cordova, a California municipal corporation (“City”), and Bennett Engineering Services, Inc., a California corporation (“Professional”) as of July __, 2022.

Section 1. SERVICES . Subject to the terms and conditions set forth in this Agreement, Professional shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30 2025, the date of completion specified in Exhibit A. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Professional to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8.

1.2 Standard of Performance. Professional shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Professional is engaged in the geographical area in which Professional practices its profession. Professional shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Professional's profession.

1.3 Assignment of Personnel. Professional shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Professional shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Professional shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Professional’s obligations hereunder.

Section 2. COMPENSATION. City hereby agrees to pay Professional a sum not to exceed Seven Hundred Thirty-Three Thousand, One Hundred Seventy Dollars and no Cents ($733,170.00), notwithstanding any contrary indications that may be contained in Professional’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Professional’s proposal, attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 2 of 15

at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Professional shall not bill City for duplicate services performed by more than one person.

Professional and City acknowledge and agree that compensation paid by City to Professional under this Agreement is based upon Professional’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Professional. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Professional and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Professional shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:

 Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
 The beginning and ending dates of the billing period;  A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
 At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
 The total number of hours of work performed under the Agreement by Professional and each employee, agent, and subcontractor of Professional performing services hereunder, as well as a separate notice when the total number of hours of work by Professional and any individual employee, agent, or subcontractor of Professional reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A;
 The Professional’s signature.

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Professional.

2.3 Final Payment. City shall make the final payment within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed.

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 3 of 15

2.4 Total Payment. City shall pay for the services to be rendered by Professional pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Professional in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Professional submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Professional on an hourly basis shall not exceed the amounts shown on the fee schedule set forth in Exhibit B.

2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B, and shall not exceed Seven Hundred Thirty-Three Thousand, One Hundred Seventy Dollars and No Cents ($733,170.00). Expenses not listed in Exhibit B are not chargeable to City.

Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

2.7 Payment of Taxes. Professional is solely responsib le for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Professional terminates this Agreement pursuant to Section 8, the City shall compensate the Professional for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Professional shall maintain adequate logs and timesheets in order to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Professional is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Section 3. FACILITI ES AND EQUIPMENT. Except as set forth herein, Professional shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Professional only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.

City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Professional’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 4 of 15

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Professional, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Professional and its agents, representatives, employees, and subcontractors.

Professional shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Professional shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Professional's bid. Professional shall not allow any subcontractor to commence work on any subcontract until Professional has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Professional shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers’ Compensation. Professional shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Professional. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Professional may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Professional, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

The requirement to maintain Statutory Wo rker’s Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Professional does not have any employees.

4.2 Commercial General and Au tomobile Liability Insurance.

4.2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 5 of 15

liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:

a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Professional, including the insured’s general supervision of Professional; products and completed operations of Professional; premises owned, occupied, or used by Professional; and automobiles owned, leased, or used by the Professional. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.

b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.

c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage.

d. Any failure of Professional to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 6 of 15

e. An endorsement shall state that co verage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

4.3 Professional Liability Insurance. Professional, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000) covering the licensed professionals’ errors and omissions.

4.3.1 Any deductible or self-insured retenti on shall not exceed $150,000 per claim.

4.3.2 An endorsement shall state that cove rage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form:

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

b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates.

c. If coverage is canceled or not r enewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Professional must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Professional’s sole cost and expense, any extended reporting provisions of the policy, if the Professional cancels or does not renew the coverage.

d. A copy of the claim reporting require ments must be submitted to the City prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 7 of 15

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

4.4.3 Subcontractors. Professional shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.4.4 Deductibles and Self-Insured Retentions. Professional shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Professional may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Professional procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.

4.4.5 Waiver of Subrogation. Professional hereby agrees to waive subrogation which any insurer or contractor may require fr om vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of s ubrogation in favor of the entity for all work performed by the Professional, its employees, agents, and subcontractors.

4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Professional shall provide written notice to City at Professional’s earliest possible opportunity and in no case later than five (5) days after Professional is notified of the change in coverage.

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

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 8 of 15

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

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

 Terminate this Agreement.

Section 5. INDEMNIFICATION AND PR OFESSIONAL’S RESPONSIBILITIES.

5.1 General Requirement. Professional shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Professional or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Professional shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Professional or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Professional to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Professional from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Professional acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

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

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 9 of 15

5.3 Design Professionals. To the extent that the services under this Agreement include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Professional’s duty to indemnify under Sections 5.1 and 5.2 shall only be to the maximum extent permitted by California Civil Code Section 2782.8.

Section 6. STATUS OF PROFESSIONAL.

6.1 Independent Contractor. At all times during the term of this Agreement, Professional shall be an independent contractor as defined in Labor Code Section 3353, and shall not be an employee of City. Nothing contained in this Agreement shall be construed to be inconsistent with the foregoing relationship or status. City shall have the right to control Professional only insofar as the results of Professional's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means and methods by which Professional accomplishes services rendered pursuant to this Agreement. Professional shall have no power or authority by this Agreement to bind the City in any respect. All employees and agents hired or retained by Professional are employees and agents of Professional and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Professional by any such employees or agents, or any other person resulting from performance of this Agreement.

Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Professional and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Professional shall not allow any employee, agent or subcontractor to become eligible for a claim for PERS benefits.

6.2 Professional Not an Agent. Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Professional and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Professional’s ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 10 of 15

failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall consti tute a breach of contract.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Professional and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Professional represents and warrants to City that Professional and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Professional represents and warrants to City that Professional and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Professional and any subcontractors shall obtain and maintain valid Business Licenses from City during the term of this Agreement.

7.5 Nondiscrimination and Equal Opportunity. Professional shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Professional under this Agreement. Professional shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Professional thereby.

Professional shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINAT ION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Professional.

Professional may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Professional shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Professional delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 11 of 15

Professional or prepared by or for Professional or the City in connection with this Agreement.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Professional understands and agrees that, if City grants such an extension, City shall have no obligation to provide Professional with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.4 Assignment and Subcontracting. City and Professional recognize and agree that this Agreement contemplates personal performance by Professional and is based upon a determination of Professional’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Professional.

Professional may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Professional shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Professional shall survive the termination of this Agreement.

8.6 Options upon Breach by Professional. If Professional materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:

8.6.1 Immediately terminate the Agreement;

8.6.2 Retain the plans, specifications, dr awings, reports, design documents, and any other work product prepared by Professional pursuant to this Agreement;

8.6.3 Retain a different Professional to comp lete the work described in Exhibit A not finished by Professional; or

8.6.4 Charge Professional the difference betw een the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Professional pursuant to Section 2 if Professional had completed the work.

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 12 of 15

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Professional’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Professional prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Professional hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Professional agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

9.2 Professional’s Books and Records. Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Professional pursuant to this Agreement.

9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Professional to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that Party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Sacramento or in the United States District Court for the Eastern District of California.

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 13 of 15

10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10.4 No Implied Waiver of Breach . The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.6 Use of Recycled Products. Professional shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10.7 Conflict of Interest. Professional may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Professional in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Professional shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.

Professional hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Professional was an employee, agent, appointee, or official of the City in the previous twelve months, Professional warrants that it did not participate in any manner in the forming of this Agreement. Professional understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Professional will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Professional will be required to reimburse the City for any sums paid to the Professional. Professional understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.

10.8 Solicitation. Professional agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 14 of 15

10.9 Contract Administration. This Agreement shall be administered by Jesse Yabes ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

10.10 Notices. Any written notice to Professional shall be sent to:

Jorge Renteria
1082 Sunrise Ave, Suite 100
Roseville, CA 95661
Email Address (for Insurance Update Requests):

[email protected]

Any written notice to City shall be sent to:

Jesse Yabes
City of Rancho Cordova Public Works
2729 Prospect Park Dr
Rancho Cordova, CA 95670
[email protected]

10.11 Professional Seal. Where applicable in the determination of the Contract Administrator or when required by law, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.

_________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Professional and supersedes all prior negotiations, representations, or agreements, either written or oral.

10.13 IRS Form W-9. Professional shall complete and submit Internal Revenue Service Form W-9 to the City before execution of this Agreement. The City’s Finance Director shall have authority to waive this requirement.

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Last Revised January 2022

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennett Engineering Services, Inc. Page 15 of 15

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above, which date shall be considered by the Parties to be the effective date of this Agreement.

CITY OF RANCHO CORDOVA PROFESSIONAL

______________________________ ______________________________ Cyrus Abhar, City Manager Leo Rubio, President

Date: ____________________ Date: ____________________

Attest:

Stacy Leitner, CMC, City Clerk

Date: ____________________

Approved as to Form:

______________________________
Adam U. Lindgren, City Attorney

ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennet Engineering Services--Exhibit A Page 1 of 11

EXHIBIT A

SCOPE OF SERVICES

.

ITEM 9.3.

ATTACHMENT 2

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ͻ WƌŽǀŝĚĞƉĂǀĞŵĞŶƚĞǀĂůƵĂƚŝŽŶĂŶ ĚƌĞĐŽŵŵĞŶĚĂƚŝŽŶĨŽƌƌĞŚĂďŝůŝƚĂƚŝŽŶ >ĂŶĚƐĐĂƉĞtŽƌŬ
ͻ EŽƌƚŚŽĨDŽŶŝĞƌŝƌĐůĞ͕ŽŶůLJŶĞǁƉůĂŶƚŝŶŐ͕ŶŽŝƌƌŝŐĂƚŝŽŶ͕ƐƚĂŵ ƉĞĚĐŽŶĐƌĞƚĞ͕ŽƌĐƵƌďŝŵƉƌŽǀĞŵĞŶƚƐ ͻ ^ŽƵƚŚŽĨDŽŶŝĞƌŝƌĐůĞ͕ƌĞŵŽǀĞĂŶĚƌĞƉůĂĐĞŵĞĚŝĂŶĐƵƌď͕ƐƚĂŵƉĞ ĚĐŽŶĐƌĞƚĞ͕ŐƌŽƵƚͲŝŶĐŽďďůĞƐƚŽŶĞƐ͕ĂŶĚ ůĂŶĚƐĐĂƉĞ
ͻ hƐĞƚŚĞƐĂŵĞůĂŶĚƐĐĂƉĞƉĂůĞƚƚĞƚŚĂƚŝƐƵƐĞĚŽŶ^ƵŶƌŝƐĞŽƵůĞǀĂ ƌĚZĞŚĂďŝůŝƚĂƚŝŽŶWƌŽũĞĐƚ͕ũƵƐƚŶŽƌƚŚŽĨtŚŝƚĞ ZŽĐŬZŽĂĚ͘
^ƵƌǀĞLJtŽƌŬ
ͻ WƌŽǀŝĚĞ>ŝZƐƵƌǀĞLJĨƌŽŵtŚŝƚĞZŽĐŬZŽĂĚ͕ĚŽǁŶƚŽŝŶƚĞƌƐĞĐƚŝŽŶŽĨ^ƵŶƌŝƐĞŽƵůĞǀĂƌĚĂŶĚ ŽƵŐůĂƐZŽĂĚ͘
ATTACHMENT 2, EXHIBIT A
ITEM 9.3.

ATTACHMENT 2

džŚŝďŝƚ͗^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƵŶƌŝƐĞZĞŚĂďWƌŽũĞĐƚ
WĂŐĞ3ŽĨϭ1
ͻ WƌŽǀŝĚĞƚŽƉŽƐƵƌǀĞLJĨŽƌƵƉƚŽĞŝŐŚƚĐŽƌŶĞƌƐ
ͻ
ƐƚĂďůŝƐŚZKtĨƌŽŵƌĞĐŽƌĚŝŶĨŽƌŵĂƚŝŽŶĂůŽŶŐƚŚĞĐŽƌƌŝĚŽƌ͘ <
ztKZ<^KW
^^hDWd/KE^͗
ͻ EŽƚƌĂĨĨŝĐƐŝŐŶĂůŵŽĚŝĨŝĐĂƚŝŽŶǁŝůůďĞƌĞƋƵŝƌĞĚ͕ƚŚĞƌĞĨŽƌĞŶŽ ĞůĞĐƚƌŝĐĂůƐƵďŝƐƌĞƋƵŝƌĞĚ ͻ dŚĞŝƚLJǁŝůůĨŝůĞƚŚĞEK
ǁŝƚŚ ƚŚĞ^ƚĂƚĞůĞĂƌŝŶŐŚŽƵƐĞĂŶĚ^ĂĐƌĂŵĞŶƚŽŽƵŶƚLJůĞƌŬ͕ĂůŽŶŐǁŝƚŚƉĂLJŵĞŶƚŽĨ ĂůůŶĞĐĞƐƐĂƌLJĨŝůŝŶŐĨĞĞƐ͕ĂƐŶĞĞĚĞĚ͘
ͻ dŚĞEK
ŝƐĨŽƌƚŚĞ>ĞĂĚŐĞŶĐLJĨŝůĞĂŶĚĚŽĞƐŶŽƚƌĞƋƵŝƌĞĐŝƌĐƵ ůĂƚŝŽŶĨŽƌƉƵďůŝĐĐŽŵŵĞŶƚ͘ ͻ 'ĞŽƚĞĐŚŶŝĐĂůƉĞƌŵŝƚĨĞĞǁŝůůďĞǁĂŝǀĞĚ͘
ͻ 'ĞŽƚĞĐŚŶŝĐĂůǁŽƌŬǁŝůůŶĞĞĚƚŽ ďĞƉĞƌĨŽƌŵĞĚŽǀĞƌŶŝŐŚƚ͘tĞĂƐƐƵŵĞƚǁŽŶŝŐŚƚƐŽĨĐŽƌŝŶŐǁŝůůďĞƌĞƋƵŝƌĞĚ͘ ͻ ůůǁŽƌŬǁŝůůďĞĚŽŶĞǁŝƚŚŝŶĞdžŝƐƚŝŶŐƌŝŐŚƚŽĨǁĂLJ
ͻ EŽƚŝƚůĞƌĞƉŽƌƚƐĂƌĞĂŶƚŝĐŝƉĂƚĞĚ
ATTACHMENT 2, EXHIBIT A
ITEM 9.3.

ATTACHMENT 2

džŚŝďŝƚ͗^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƵŶƌŝƐĞZĞŚĂďWƌŽũĞĐƚ
WĂŐĞ4ŽĨϭ1
d^<ϭ͘ WƌŽũĞĐƚDĂŶĂŐĞŵĞŶƚ
^ƵďƚĂƐŬϭ͘ϭ͘ DĞĞƚŝŶŐƐĂŶĚ&ŝĞůĚZĞǀŝĞǁƐ

Eͮ
E͕ŝŶĐŽŽƌĚŝŶĂƚŝŽŶǁŝƚŚŝƚLJWƌŽũĞĐƚDĂŶĂŐĞƌ͕ǁŝůůĐŽŽƌĚŝŶĂƚĞŵŽŶƚŚůLJƉƌŽũĞĐƚ ŵĞĞƚŝŶŐƐǁŝƚŚƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐĨƌŽŵƐƵďĐŽŶƐƵůƚĂŶƚƐĂŶĚĂƉƉƌŽƉƌŝĂƚĞŝƚLJƐƚĂĨĨ͘ Eͮ
Eǁŝůů
ƐĞƚƵƉĂŶĚĨĂĐŝůŝƚĂƚĞĂůůŝŶƚĞƌĂŐĞŶĐLJ͕ĨŝĞůĚƌĞǀŝĞǁ͕ĂŶĚŽƚŚĞƌƉƌŽũĞĐƚƌĞůĂƚĞĚŵĞĞƚŝŶŐƐ͘ 
Eͮ
EǁŝůůƉƌĞƉĂƌĞĂůůŵĞĞƚŝŶŐĂŐĞŶĚĂƐĂŶĚŵĞĞƚŝŶŐŵŝŶƵƚĞƐ͘&ŽƌŝŶƉĞƌƐŽŶŵĞĞƚŝŶŐƐ͕ 
Eͮ
EǁŝůůƉƌŝŶƚĂŶĚĚŝƐƚƌŝďƵƚĞƚŚĞŵĞĞƚŝŶŐĂŐĞŶĚĂĂŶĚŵŝŶƵƚĞƐƚŽƚŚĞĂƚƚĞŶĚĞĞƐŝŶ ƉĞƌƐŽŶŽƌĞŵĂŝůƚŚĞŵĞĞƚŝŶŐĂŐĞŶĚĂĂŶĚŵŝŶƵƚĞƐŝĨŝƚŝƐĂǀŝƌƚƵĂůŵĞĞƚŝŶŐ͘ ^ƵďƚĂƐŬϭ͘Ϯ͘ WƌŽũĞĐƚ^ĐŚĞĚƵůĞ

Eͮ
EǁŝůůƉƌŽǀŝĚĞĂƉƌŽũĞĐƚƐĐŚĞĚƵůĞ͕ƵƐŝŶŐDŝĐƌŽƐŽĨƚWƌŽũĞĐƚ͕ƐŚŽǁŝŶŐƚŚĞĂĐƚŝǀŝƚŝĞƐĂŶĚ ŵŝůĞƐƚŽŶĞƐŽƵƚůŝŶĞĚŝŶŽƵƌƉƌŽũĞĐƚƐĐŽƉĞ͘dŚĞĂĐƚŝǀŝƚŝĞƐǁŝůůƐŚŽǁďĞŐŝŶĂŶĚĞŶĚĚĂƚĞƐ͕ ĚƵƌĂƚŝŽŶĂŶĚĚĞƉĞŶĚĞŶĐLJŽŶŽƚŚĞƌƚĂƐŬƐ͘dŚĞƐĐŚĞĚƵůĞǁŝůůďĞƌĞĨŝŶĞĚĂŶĚŵĂŝŶƚĂŝŶĞĚŽŶĂ ƌĞŐƵůĂƌďĂƐŝƐĂŶĚĂƐĚĞĐŝƐŝŽŶƐĂƌĞŵĂĚĞƚŚƌŽƵŐŚŽƵƚƚŚĞůŝĨĞŽĨƚŚĞƉƌŽũĞĐƚ͘tĞǁŝůůĚŝƐĐƵƐƐ ŝƐƐƵĞƐƚŚĂƚŵĂLJĂĨĨĞĐƚƚŚĞƉƌŽũĞĐƚĚĞƐŝŐŶ͕ďƵĚŐĞƚŽƌƐĐŚĞĚƵůĞ͘ ^ƵďƚĂƐŬϭ͘ϯ͘ ŐĞŶĐLJŽŽƌĚŝŶĂƚŝŽŶ

Eͮ
EǁŝůůĐŽŽƌĚŝŶĂƚĞǁŝƚŚƚŚĞŝƚLJĂŶĚƚŚĞKƉĞƌĂƚŝŽŶƐĂŶĚDĂŝŶƚĞŶĂŶĐĞĞƉĂƌƚŵĞŶƚ͕ ĂůŽŶŐǁŝƚŚƵƚŝůŝƚLJƉƵƌǀĞLJŽƌƐ͘
Eͮ
EǁŝůůŝŶĨŽƌŵƚŚĞŝƚLJWƌŽũĞĐƚDĂŶĂŐĞƌŽĨĂůů
ĐŽŽƌĚŝŶĂƚŝŽŶĞĨĨŽƌƚƐǁŝƚŚŽƵƚƐŝĚĞĂŐĞŶĐŝĞƐƉƌŝŽƌƚŽĂŶLJŵĞĞƚŝŶŐǁŝƚŚĂŶŽƵƚƐŝĚĞĂŐĞŶĐLJŽƌ ŽƌŐĂŶŝnjĂƚŝŽŶ͘
^ƵďƚĂƐŬϭ͘ϰ͘ DŽŶƚŚůLJ/ŶǀŽŝĐĞƐĂŶĚ^ƚĂƚƵƐZĞƉŽƌƚƐ
ĚƌĂĨƚƐƚĂƚƵƐƌĞƉŽƌƚǁŝůůďĞƐƵďŵŝƚƚĞĚĨŽƌŝƚLJĂƉƉƌŽǀĂůƉƌŝŽƌƚŽƐƵďŵŝƚƚĂůŽĨƚŚĞĨŝƌƐƚ ŝŶǀŽŝĐĞ͘
Eͮ
EǁŝůůƉƌĞƉĂƌĞĂŶĚƐƵďŵŝƚŵŽŶƚŚůLJŝŶǀŽŝĐĞƐĂŶĚƐƚĂƚƵƐƌĞƉŽƌƚƐƚŽƚŚĞŝƚLJ͘ dŚĞƐƚĂƚƵƐƌĞƉŽƌƚƐǁŝůůŝŶĐůƵĚĞƉƌŽũĞĐƚƚĂƐŬƐĐŽŵƉůĞƚĞĚ͕ĚĞůŝǀĞƌĂďůĞƐƐƵďŵŝƚƚĞĚĂŶĚďƵĚŐĞƚ ĞdžƉĞŶĚŝƚƵƌĞƐĨŽƌƚŚĂƚŵŽŶƚŚƐŝŶǀŽŝĐĞ͘/ŶǀŽŝĐĞƐǁŝůůŝŶĐůƵĚĞĞŵƉůŽLJĞĞƌĂƚĞƐ͕ĞdžƉĞŶƐĞƐƉĞƌ ƚĂƐŬ͕ĂŶĚĂĐŽƉLJŽĨĂŶLJƐƵďĐŽŶƐƵůƚĂŶƚŝŶǀŽŝĐĞƐ͘
^ƵďƚĂƐŬϭ͘ϱ͘ YƵĂůŝƚLJŽŶƚƌŽů

Eͮ
EǁŝůůƵƚŝůŝnjĞŽƵƌĞdžŝƐƚŝŶŐŝŶƚĞƌŶĂůĐŽŶƚƌŽůƐĂŶĚƚŚĞŐƵŝĚĞůŝŶĞƐĂƐƐĞƚďLJƚŚĞŝƚLJ͕ĂŶĚ ǁĞǁŝůůƉƌŽǀŝĚĞƚĞĐŚŶŝĐĂůƌĞƐŽƵƌĐĞƐŶĞĐĞƐƐĂƌLJƚŽĞŶƐƵƌĞƚŚĂƚĚĞůŝǀĞƌĂďůĞƐĂƌĞĐŽŵƉůĞƚĞ͕ĂŶĚ ƚŚĂƚƚŚĞLJŵĞĞƚƚŚĞŝƚLJ͛ƐƌĞƋƵŝƌĞŵĞŶƚƐ͘ZĞǀŝĞǁƐǁŝůůďĞĐŽŶĚƵĐƚĞĚďLJĞdžƉĞƌŝĞŶĐĞĚƐƚĂĨĨŶŽƚ ĚŝƌĞĐƚůLJŝŶǀŽůǀĞĚǁŝƚŚƚŚĞĚĞƐŝŐŶŽƌƉƌĞƉĂƌĂƚŝŽŶŽĨƚŚĞĚĞůŝǀĞƌĂďůĞƐ͘dŚĞƌĞǀŝĞǁǁŝůůďĞ ĚŽĐƵŵĞŶƚĞĚƵƐŝŶŐĂƌĞǀŝĞǁĨŽƌŵŝŶĚŝĐĂƚŝŶŐƚŚĞƌĞǀŝĞǁĞƌ͛ƐŶĂŵĞ͕ĚĂƚĞŽĨƌĞǀŝĞǁ͕ĂŶĚƚŚĞ ƌĞƐŽůƵƚŝŽŶŽĨĂŶLJĐŽŵŵĞŶƚƐ͘dŚŝƐƚĂƐŬŝŶĐůƵĚĞƐƉƌŽǀŝĚŝŶŐƋƵĂůŝƚLJĐŽŶƚƌŽůƌĞǀŝĞǁƐĨŽƌƚŚĞ ϲϬй͕ϵϬй͕ĂŶĚ&ŝŶĂůW^Θ
ƐƵďŵŝƚƚĂůƐ͘

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Z>
^͗
 DĞĞƚŝŶŐŶŽƚŝĐĞƐĂŶĚĂŐĞŶĚĂƐ
 WƌŽũĞĐƚƐĐŚĞĚƵůĞ;ƉĚĨͿ
 DĞĞƚŝŶŐŵŝŶƵƚĞƐ
 ^ƚĂƚƵƐƌĞƉŽƌƚĂŶĚŵŽŶƚŚůLJŝŶǀŽŝĐĞƐ
 YƵĂůŝƚLJĐŽŶƚƌŽůƌĞǀŝĞǁĨŽƌŵƐ
d^<Ϯ͘ ^ƵƌǀĞLJĂŶĚDĂƉƉŝŶŐ
^ƵďƚĂƐŬϮ͘ϭ͘ >ŝZDĂƉƉŝŶŐ
dŚĞdĞĂŵǁŝůůĨĂĐŝůŝƚĂƚĞƚŚĞĚĞůŝǀĞƌLJŽĨĂƐƚƌŝƉ>ŝZďĂƐĞĚƚŽƉŽŐƌĂƉŚŝĐƐƵƌǀĞLJĂƚϭсϰϬ͛ƐĐĂůĞŽĨ ƚŚĞƉƌŽũĞĐƚĂƌĞĂ͘dŚĞǁŝĚƚŚŽĨƚŚĞƐƵƌǀĞLJǁŝůůĐŽǀĞƌĂŶĂƉƉƌŽdžŝŵĂƚĞůLJϮϬϬ͛ǁŝĚĞƐƚƌŝƉĂůŽŶŐƚŚĞ ĂůŝŐŶŵĞŶƚ͘>ŝZĚĂƚĂǁŝůůďĞĐĂƉƚƵƌĞĚǀŝĂĂĞƌŝĂů>ŝZŵĞƚŚŽĚŽůŽŐLJƚŽŝŶĐůƵĚĞĂĐŽůŽƌŽƌƚŚŽͲ ATTACHMENT 2, EXHIBIT A
ITEM 9.3.

ATTACHMENT 2

džŚŝďŝƚ͗^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƵŶƌŝƐĞZĞŚĂďWƌŽũĞĐƚ
WĂŐĞ5ŽĨϭ1
ƌĞĐƚŝĨŝĞĚŝŵĂŐĞ͕ĨƵůůƉůĂŶŝŵĞƚƌŝĐƐ͕ϭ͛ĐŽŶƚŽƵƌƐ͕dDĂŶĚ͘>^Ĩ ŝůĞƐŽĨƚŚĞĞŶƚŝƌĞƉƌŽũĞĐƚůŝŵŝƚƐ͘ ^ƵƌǀĞLJ ǁŝůů ŝŶĐůƵĚĞ ƚŚĞ ƐĞƚƚŝŶŐ ŽĨ ŐƌŽƵŶĚ ĐŽŶƚƌŽů ĂĞƌŝĂů ƉĂŶĞůƐĂ ů Ž Ŷ Ő ƚ Ś Ğ Ɖ ƌ Ž ũ Ğ Đ ƚ ů ŝ ŵ ŝ ƚ Ɛ Ă Ŷ Ě  ƌĂŶĚŽŵƐƵƌǀĞLJĐŚĞĐŬƐŚŽƚƐƚŽĐŽŶĨŝƌŵĐŽŶƚŽƵƌƐĂŶĚƐƵƌĨĂĐĞĚĞƚĂŝůƐ͘ dŚĞdĞĂŵǁŝůůƵƚŝůŝnjĞƚŚĞEŽƌƚŚŵĞƌŝĐĂŶĂƚƵŵ;EϴϯͿ͕ĂůŝĨŽƌ ŶŝĂŽŽƌĚŝŶĂƚĞ^LJƐƚĞŵĂŶĚ ƚŚĞ EŽƌƚŚ ŵĞƌŝĐĂŶ sĞƌƚŝĐĂů ĂƚƵŵ ;EsϴϴͿ ĂƐ ƚŚĞ ďĂƐŝƐ ŽĨ ŽƵƌ ǁŽƌŬ͘ ŽŶƚƌŽů ǁŝůů ďĞ ĐŽŶƐŝƐƚĞŶƚǁŝƚŚĞĂƌůŝĞƌƉŚĂƐĞƐŽĨƚŚĞƉƌŽũĞĐƚĨŽƌŽǀĞƌĂůůĐŽŶƐŝƐƚĞŶĐLJ͘dŚĞdĞĂŵǁŝůůƐĞƚĚƵƌĂďůĞ ĐŽŶƚƌŽůƉŽŝŶƚƐƚŚƌŽƵŐŚŽƵƚƚŚĞƉƌŽũĞĐƚĨŽƌƵƚŝůŝnjĂƚŝŽŶŽĨƐƵƌǀĞLJƐĂŶĚĨƵƚƵƌĞĐŽŶƐƚƌƵĐƚŝŽŶĐŽŶƚƌŽů͘ 
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 WŽŝŶƚ&ŝůĞƐ͕dD͕ĂŶĚΎ͘>^&ŝůĞƐ
 ŽŶƚƌŽůŝĂŐƌĂŵǁŝƚŚĞŶĐŚŵĂƌŬƐ͕ĂƚƵŵĂŶĚĂƐŝƐŽĨĞĂƌŝŶŐƐ ^ƵďƚĂƐŬϮ͘Ϯ͘ ŽŶǀĞŶƚŝŽŶĂůdŽƉŽŐƌĂƉŚŝĐ^ƵƌǀĞLJŝŶŐĂŶĚDĂƉƉŝŶŐ dŚĞdĞĂŵǁŝůůƉĞƌĨŽƌŵĐŽŶǀĞŶƚŝŽŶĂůƚŽƉŽŐƌĂƉŚŝĐƐƵƌǀĞLJƐĂƐĚŝƌĞĐƚĞĚďLJĚĞƐŝŐŶƚĞĂŵ͘hƐŝŶŐƚŚĞ ĐŽŵŵŽŶƉƌŽũĞĐƚĐŽŶƚƌŽů͕ƚŚĞdĞĂŵǁŝůůůŽĐĂƚĞƚŚĞůŝƉŽĨŐƵƚƚĞƌ ĂŶĚĨůŽǁůŝŶĞĂůŽŶŐƚŚĞƉƌŽũĞĐƚ ĐŽƌƌŝĚŽƌ ĂƐ Ă ŵĞĂŶƐ ƚŽ ĐŽŶĨŝƌŵ ƚŚĞ >ŝZ ƐƵƌǀĞLJ͘ dŚĞ dĞĂŵ ǁŝůůůŽĐĂƚĞ Ăůů ƵƚŝůŝƚŝĞƐ ŝŶ ƚŚĞ ƌŽĂĚǁĂLJĂŶĚǁŝůůĚŝƉĂůůƐƚŽƌŵĚƌĂŝŶƐƚƌƵĐƚƵƌĞƐƐƵĐŚĂƐŝŶůĞƚƐ ĂŶĚŵĂŶŚŽůĞƐĂůŽŶŐƚŚĞƉƌŽũĞĐƚ ĐŽƌƌŝĚŽƌ͘hE/KǁŝůůĂůƐŽůŽĐĂƚĞĂŶĚĚŝƉĂůůƐƚŽƌŵĚƌĂŝŶƐƚƌƵĐƚ ƵƌĞƐĂůŽŶŐZĞĐLJĐůĞZŽĂĚ͕ĨƌŽŵ DĞĐŚĂŶŝĐĂů ƌŝǀĞ ƚŽ ^ƵŶƌŝƐĞ ŽƵůĞǀĂƌĚ͕ ŝŶĐůƵĚŝŶŐ ƚŚĞ ŽƵƚĨĂůů ůŽ ĐĂƚŝŽŶ ƚŽ ZĞĐLJĐůĞ ZŽĂĚ ^ƚŽƌŵǁĂƚĞƌĂƐŝŶ͘
h E /  K ǁ ŝ ů ů Ɖ Ğ ƌ Ĩ Ž ƌ ŵ Ě Ğ ƚ Ă ŝ ů Ğ Ě Ě Ğ Ɛ ŝ Ő Ŷ Ɛ Ƶ ƌ ǀ Ğ LJ Ɛ Ă ƚ ƚ Ś Ğ Ĩ Ž ů ů Ž ǁ ŝ Ŷ Ő Đ Ƶ ƌ ď ƌ Ă ŵ Ɖ ů Ž Đ Ă ƚ ŝ Ž Ŷ Ɛ Ĩ Ž ƌ    ƵƉŐƌĂĚĞ͗
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hE/K ǁŝůů ƐƵƌǀĞLJ ƚŚĞ ĨƵůů ŝŶƚĞƌƐĞĐƚŝŽŶ ŽĨ ^ƵŶƌŝƐĞ ŽƵůĞǀĂƌĚ ĂŶĚ ŽƵŐůĂƐ ZŽĂĚ͘ hE/K ǁŝůů ůŽĐĂƚĞĂůůŝŵƉƌŽǀĞŵĞŶƚƐ͕ƐƚƌŝƉŝŶŐ͕ƐŝĚĞǁĂůŬƐ͕ĐƵƌďƐ͕ĐƌŽƐƐŝŶŐƐ͕ƌĂŵƉƐ͕ĚƌĂŝŶĂŐĞ͕ƵƚŝůŝƚŝĞƐ͕ƐŝŐŶĂůƐ͕ ƉŽůĞƐ͕ƐŝŐŶƐ͕ĨĞŶĐĞƐ͕ĚŝƚĐŚĞƐ͕ƐůŽƉĞƐĂŶĚŽƚŚĞƌǀŝƐŝďůĞĨĞĂƚƵƌĞƐǁŝƚŚŝŶƚŚĞŝŶƚĞƌƐĞĐƚŝŽŶ͘ hE/K ǁŝůů ƉĞƌĨŽƌŵ ďĂƐĞ ŵĂƉƉŝŶŐ ŽĨ Ăůů ĐŽŶǀĞŶƚŝŽŶĂů ƚŽƉŽŐƌĂƉŚŝĐ ƐƵƌǀĞLJƐ ƚŽ ŝŶĐůƵĚĞ ĨƵůů ŵĂƉƉŝŶŐ͕ϭ͛ĐŽŶƚŽƵƌƐĂŶĚϯƐƵƌĨĂĐĞ͘ĂƐĞŵĂƉƉŝŶŐǁŝůůďĞŵĞƐŚĞĚŝŶƚŽƚŚĞ>ŝZƐƵƌǀĞLJ͘ 
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 ƵƚŽĂƐĞ&ŝůĞ
 WŽŝŶƚƐ&ŝůĞƐ
^ƵďƚĂƐŬϮ͘ϯ͘ ZŝŐŚƚŽĨtĂLJ^ƵƌǀĞLJƐ
dŚĞ dĞĂŵ ǁŝůů ƌĞƐĞĂƌĐŚ ĂŶĚ ƌĞǀŝĞǁ ƌĞĐŽƌĚ ƌŝŐŚƚ ŽĨ ǁĂLJ ĂŶĚ ƉƌŽƉĞƌƚLJ ŵĂƉƐ ŝŶĐůƵĚŝŶŐ ĚĞĞĚ ĚŽĐƵŵĞŶƚƐĂůŽŶŐƚŚĞƉƌŽũĞĐƚůŝŵŝƚƐ͘ƉƉƌŽdžŝŵĂƚĞůLJϱϬƉƌŽƉĞƌƚŝĞƐ ĂƌĞĂĚũĂĐĞŶƚƚŽƚŚĞƉƌŽũĞĐƚ ĂůŝŐŶŵĞŶƚ͘ &Žƌ ƚŚŝƐ ƉŚĂƐĞ ŽĨ ƚŚĞ ƉƌŽũĞĐƚ͕ ƚŚĞ dĞĂŵ ǁŝůů ŵĂƉ ƚŚĞ ƌĞĐŽƌĚ ƌŝŐŚƚ ŽĨ ǁĂLJ ĂŶĚ ĂĚũĂĐĞŶƚ ƉƌŽƉĞƌƚŝĞƐ ĨƌŽŵ ƌĞĂĚŝůLJ ĂǀĂŝůĂďůĞŵĂƉƐ͕ ĚĞĞĚƐ͕ ƐƵďĚŝǀŝƐŝŽŶ ŵĂƉƐ͕ ĂŶĚŽƚŚĞƌ ƉƵďůŝĐ ƌĞĐŽƌĚƐ͘ dŚĞ dĞĂŵ ǁŝůů ƉĞƌĨŽƌŵ ĨŝĞůĚ ƐƵƌǀĞLJƐ ƚŽ ůŽĐĂƚĞ ƐƵĨĨŝĐŝĞŶƚ ŵŽŶƵŵĞŶƚƐ ŽĨ ƌĞĐŽƌĚ ƚŽ ƌĞƐŽůǀĞĂŶĚŵĂƉƚŚĞƌĞĐŽƌĚƌŝŐŚƚŽĨǁĂLJĂŶĚĂĨĨĞĐƚĞĚƉƌŽƉĞƌƚLJď ŽƵŶĚĂƌŝĞƐĂůŽŶŐƚŚĞƌŽƵƚĞ͘ dŚĞdĞĂŵǁŝůůƉƌĞƉĂƌĞĂƌŝŐŚƚŽĨǁĂLJĂŶĚďŽƵŶĚĂƌLJďĂƐĞĚƌĂǁŝŶŐ ŝŶƵƚŽĨŽƌŵĂƚƚŚĂƚǁŝůů ŝŶĐůƵĚĞƌŝŐŚƚŽĨǁĂLJĚĞƚĂŝůƐ͕ƉƌŽƉĞƌƚLJŽǁŶĞƌŝŶĨŽƌŵĂƚŝŽŶƐƵĐŚĂ ƐĂƐƐĞƐƐŽƌ͛ƐƉĂƌĐĞůŶƵŵďĞƌƐ͕ ATTACHMENT 2, EXHIBIT A
ITEM 9.3.

ATTACHMENT 2

džŚŝďŝƚ͗^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƵŶƌŝƐĞZĞŚĂďWƌŽũĞĐƚ
WĂŐĞ6ŽĨϭ1
ƐƚƌĞĞƚĂĚĚƌĞƐƐĂŶĚĐƵƌƌĞŶƚŽǁŶĞƌƐŚŝƉƌĞĨĞƌĞŶĐĞƐ͘dŚĞdĞĂŵǁŝůůǁŽƌŬŝƚLJƚŽĐŽŽƌĚŝŶĂƚĞĂĐĐĞƐƐ ŽŶƚŽƉƌŝǀĂƚĞƉƌŽƉĞƌƚŝĞƐƚŽƉĞƌĨŽƌŵĨŝĞůĚƐƵƌǀĞLJƐĂƐŶĞĞĚĞĚ͘dŝƚůĞƌĞƉŽƌƚƐĂƌĞŶŽƚĞdžƉĞĐƚĞĚƚŽ ďĞƵƐĞĚĨŽƌƚŚŝƐƉŚĂƐĞŽĨƚŚĞƉƌŽũĞĐƚ͘dŝƚůĞƌĞƉŽƌƚƐǁŝůůďĞĐŽŵ ĞŶĞĐĞƐƐĂƌLJŝŶĨƵƚƵƌĞƉŚĂƐĞƐŽĨ ƚ Ś Ğ Ɖ ƌ Ž ũ Ğ Đ ƚ ƚ Ž Ĩ Ƶ ů ů LJ ƌ Ğ Ɛ Ž ů ǀ Ğ Ă ů ů Ɖ ƌ Ž Ɖ Ğ ƌ ƚ ŝ Ğ Ɛ ͕ Ğ dž Đ Ğ Ɖ ƚ ŝ Ž Ŷ Ɛ ͕ Ě Ğ Ě ŝ Đ ĂƚŝŽŶƐ͕ ĞĂƐĞŵĞŶƚƐ͕ ĂŶĚ ŽƚŚĞƌ ĐŽŶƐƚƌĂŝŶƚƐ͘
ůůŵŽŶƵŵĞŶƚƐĚŝƐĐŽǀĞƌĞĚŝŶƚŚĞƌŽĂĚǁĂLJǁŝůůďĞƐƵƌǀĞLJĞĚĂŶĚŵĂ ƉƉĞĚŝŶƚŽƚŚĞƐƵƌǀĞLJďĂƐĞ ĨŝůĞĨŽƌĨƵƚƵƌĞŵŽŶƵŵĞŶƚƉƌĞƐĞƌǀĂƚŝŽŶͬƉĞƌƉĞƚƵĂƚŝŽŶĂĐƚŝǀŝƚŝĞƐ͘ 
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 ƵƚŽĂƐĞ&ŝůĞ
 DĂƉƐĂŶĚWƌŽƉĞƌƚLJŽĐƵŵĞŶƚƐ
d^<ϯ͘ hƚŝůŝƚLJŽŽƌĚŝŶĂƚŝŽŶ

Eͮ
EǁŝůůƉƌĞƉĂƌĞhƚŝůŝƚLJ>ĞƚƚĞƌƐ͕͕͕ĂůŽŶŐǁŝƚŚƵƚŝůŝƚLJƉůĂŶƐĨŽƌƚŚĞƵƚŝůŝƚLJĐŽŵƉĂŶŝĞƐ͘ hƚŝůŝƚŝĞƐŬŶŽǁŶƚŽŽƉĞƌĂƚĞŝŶƚŚĞǀŝĐŝŶŝƚLJŽĨƚŚĞƉƌŽũĞĐƚǁŝůůďĞĐŽŶƚĂĐƚĞĚ͘ Eͮ
EǁŝůůŵĂƉ
ƚŚĞĞdžŝƐƚŝŶŐƵƚŝůŝƚŝĞƐďĂƐĞĚŽŶĂƐͲďƵŝůƚƉůĂŶƐ͕ƵƚŝůŝƚLJŵĂƉƐ͕ĨŝĞůĚŽďƐĞƌǀĂƚŝŽŶ͕ĂŶĚƚŽƉŽŐƌĂƉŚŝĐ ƐƵƌǀĞLJŽĨĂďŽǀĞŐƌŽƵŶĚƵƚŝůŝƚŝĞƐ͘hƚŝůŝƚLJĐŽŶĨůŝĐƚƐǁŝƚŚƚŚĞƉƌŽƉŽƐĞĚĚĞƐŝŐŶǁŝůůďĞŝĚĞŶƚŝĨŝĞĚ ĂŶĚǁĞǁŝůůǁŽƌŬǁŝƚŚĞĂĐŚƵƚŝůŝƚLJĐŽŵƉĂŶLJƚŽĚĞǀĞůŽƉƌĞůŽĐĂƚŝŽŶƉůĂŶƐŝĨŶĞĐĞƐƐĂƌLJ͘ ^ƵďƚĂƐŬϯ͘ϭ͘ hƚŝůŝƚLJsĞƌŝĨŝĐĂƚŝŽŶĂŶĚŽŽƌĚŝŶĂƚŝŽŶǁŝƚŚKǁŶĞƌƐ 
Eͮ
EǁŝůůƐĞŶĚ͞hƚŝůŝƚLJ͟ůĞƚƚĞƌƐǁŝƚŚƉƌŽũĞĐƚůŽĐĂƚŝŽŶͬůŝŵŝƚŵĂƉǁŝƚŚĂŝƚLJͲĂƉƉƌŽǀĞĚ ůĞƚƚĞƌƌĞƋƵĞƐƚŝŶŐǀĞƌŝĨŝĐĂƚŝŽŶŽĨƚŚĞůŽĐĂƚŝŽŶ͕ƐŝnjĞ͕ĂŶĚĚĞƉƚŚŽĨĞĂĐŚĨĂĐŝůŝƚLJǁŝƚŚŝŶƚŚĞ ƉƌŽũĞĐƚĂƌĞĂ͘
Eͮ
EǁŝůůŝĚĞŶƚŝĨLJĂůůƉƵďůŝĐŽƌƉƌŝǀĂƚĞƵƚŝůŝƚŝĞƐƚŚĂƚŵĂLJďĞĂĨĨĞĐƚĞĚĂŶĚ ĚĞƚĞƌŵŝŶĞƵƚŝůŝƚŝĞƐƚŽďĞƌĂŝƐĞĚƚŽŐƌĂĚĞŽƌƌĞůŽĐĂƚŝŽŶƐĂŶĚĚĞƚĞƌŵŝŶĞƌĞƐƉŽŶƐŝďůĞƉĂƌƚLJĨŽƌ ƵƚŝůŝƚLJĐŽƐƚƐ͘ƵƚŝůŝƚLJůŽŐĚŽĐƵŵĞŶƚŝŶŐĂůůĐŽƌƌĞƐƉŽŶĚĞŶĐĞǁŝƚŚƚŚĞƵƚŝůŝƚLJŽǁŶĞƌƐǁŝůůďĞ ŵĂŝŶƚĂŝŶĞĚĨŽƌƚŚĞĚƵƌĂƚŝŽŶŽĨƚŚĞƉƌŽũĞĐƚ͘
^ƵďƚĂƐŬϯ͘Ϯ͘ hƚŝůŝƚLJ/ŵƉĂĐƚZĞƐŽůƵƚŝŽŶĂŶĚWŽƚŚŽůŝŶŐ
KŶĐĞƚŚĞĞdžŝƐƚŝŶŐƵƚŝůŝƚLJŝŶĨŽƌŵĂƚŝŽŶŝƐĐŽŵƉŝůĞĚ͕
Eͮ
EǁŝůůƉƌĞƉĂƌĞĂƐƵŵŵĂƌLJŽĨƵƚŝůŝƚLJ
ŝŵƉĂĐƚƐĂŶĚƉƌŽƉŽƐĞĚƌĞƐŽůƵƚŝŽŶƐ͘^ƵďƐĞƋƵĞŶƚƵƚŝůŝƚLJ͟͞ĂŶĚ͟͞ůĞƚƚĞƌƐǁŝƚŚƉƌŽũĞĐƚƉůĂŶƐ ǁŝůůďĞƐĞŶƚƚŽƚŚĞƌĞƐƉĞĐƚŝǀĞƵƚŝůŝƚLJĐŽŵƉĂŶŝĞƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚĂůƚƌĂŶƐ>ŽĐĂůƐƐŝƐƚĂŶĐĞ hƚŝůŝƚLJŽŽƌĚŝŶĂƚŝŽŶWƌŽĐĞĚƵƌĞƐ͘sĞƌŝĨŝĐĂƚŝŽŶŵĂƉƐ͕ĐŽŶĨůŝĐƚŵĂƉƐĂŶĚƌĞƉŽƌƚŽĨŝŶǀĞƐƚŝŐĂƚŝŽŶ ǁŝůůďĞŝŶĐůƵĚĞĚĂƐƉĂƌƚŽĨƚŚŝƐƚĂƐŬ͘
Eͮ
EǁŝůůĂůƐŽĐŽŵƉůĞƚĞƵƚŝůŝƚLJĂŐƌĞĞŵĞŶƚƐŝĨŶĞĞĚĞĚ͘
dŚĞƐĞĚŽĐƵŵĞŶƚƐǁŝůůŶŽƚďĞƐĞŶƚƚŽĂůƚƌĂŶƐĨŽƌĂƉƉƌŽǀĂůďƵƚǁŝůůďĞŬĞƉƚĨŽƌ ĚŽĐƵŵĞŶƚĂƚŝŽŶĨŽƌŝƚLJ͛ƐƌĞĐŽƌĚƐĂŶĚƐĞůĨͲĐĞƌƚŝĨŝĐĂƚŝŽŶ͘ d>ǁŝůůƉƌŽǀŝĚĞƉŽƚŚŽůŝŶŐƐƵƉƉŽƌƚƚŽǀĞƌŝĨLJƵƚŝůŝƚLJůŽĐĂƚŝŽŶĂŶĚĐŽŶĨŝƌŵŝŵƉĂĐƚĂŶĚĚĞǀĞůŽƉ ƌĞƐŽůƵƚŝŽŶ͘ƚŽƚĂůŽĨϯĚĂLJƐŽĨƉŽƚŚŽůŝŶŐĂŶĚϮĚĂLJƐŽĨĞůĞĐƚƌŽŶŝĐƉƌŽďŝŶŐĂƌĞĂƐƐƵŵĞĚĨŽƌ ƚŚŝƐǁŽƌŬƐĐŽƉĞ͘
^ƵďƚĂƐŬϯ͘ϯ͘ hƚŝůŝƚLJĚũƵƐƚŵĞŶƚͬZĞůŽĐĂƚŝŽŶŽŽƌĚŝŶĂƚŝŽŶ &ŽƌĞdžŝƐƚŝŶŐƵƚŝůŝƚŝĞƐƚŚĂƚŶĞĞĚƚŽďĞĂĚũƵƐƚĞĚŽƌƌĞůŽĐĂƚĞĚ͕ Eͮ
EǁŝůůĐŽŽƌĚŝŶĂƚĞǁŝƚŚ
ƵƚŝůŝƚLJĐŽŵƉĂŶŝĞƐĨŽƌĨŝŶĂůƵƚŝůŝƚLJƌĞůŽĐĂƚŝŽŶƉůĂŶƐĂŶĚĐŽŶƐƚƌƵĐƚŝŽŶƐĐŚĞĚƵůĞĨŽƌƚŚĞ ƌĞůŽĐĂƚŝŽŶƐƉƌŝŽƌƚŽŽƌĚƵƌŝŶŐƉƌŽũĞĐƚĐŽŶƐƚƌƵĐƚŝŽŶ͘
^ƵďƚĂƐŬϯ͘ϰ͘ ĚĚŝƚŝŽŶĂůWŽƚŚŽůĞƐ;KƉƚŝŽŶĂůͿ
/ŶĂŶĞĨĨŽƌƚƚŽƐƵƉƉŽƌƚĂƉŽƚĞŶƚŝĂů&ƵůůĞƉƚŚZĞĐůĂŵĂƚŝŽŶĂƉƉƌŽĂĐŚƚŽƚŚĞƌĞŚĂďŝůŝƚĂƚŝŽŶ͕ ŽƵƌƚĞĂŵǁŝůůĐŽŶĚƵĐƚƵƉƚŽϮĂĚĚŝƚŝŽŶĂůĚĂLJƐŽĨƉŽƚŚŽůŝŶŐ͘ ATTACHMENT 2, EXHIBIT A
ITEM 9.3.

ATTACHMENT 2

džŚŝďŝƚ͗^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƵŶƌŝƐĞZĞŚĂďWƌŽũĞĐƚ
WĂŐĞ7ŽĨϭ1
d^<ϰ͘ WƌĞůŝŵŝŶĂƌLJ
ŶŐŝŶĞĞƌŝŶŐ
^ƵďƚĂƐŬϰ͘ϭ͘ WƌĞůŝŵŝŶĂƌLJĞƐŝŐŶ

Eͮ
EǁŝůůǁŽƌŬǁŝƚŚŝƚLJƐƚĂĨĨƚŽĐŽŶĨŝƌŵƚŚĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚŝŵƉƌŽǀĞŵĞŶƚƐĚƵƌŝŶŐĂŶ ŝŶŝƚŝĂůƐŝƚĞǀŝƐŝƚ͘ŶLJĐƵƌďƌĂŵƉƐŶĞĞĚŝŶŐƚŽďĞĚĞƐŝŐŶƌĂƚŚĞƌƚŚĂŶƐŝŵƉůLJƌĞĨĞƌƌŝŶŐƚŽĐŽƵŶƚLJ ƐƚĂŶĚĂƌĚƐǁŝůůďĞŝĚĞŶƚŝĨŝĞĚĚƵƌŝŶŐŝŶŝƚŝĂůŵĞĞƚŝŶŐ͘
Eͮ
EĂůŽŶŐǁŝƚŚƚŚĞŝƚLJƐƚĂĨĨǁŝůů
ĚĞƚĞƌŵŝŶĞŚŽǁƚŽƉŚĂƐĞƚŚĞƉƌŽũĞĐƚƚŽŵĂƚĐŚƚŚĞĂǀĂŝůĂďůĞĨƵŶĚŝŶŐĨŽƌĐŽŶƐƚƌƵĐƚŝŽŶ͘ WůĂŶƐĨŽƌƉƌĞůŝŵŝŶĂƌLJĚĞƐŝŐŶǁŝůůŝŶĐůƵĚĞ͗
 >ĂLJŽƵƚŝĚĞŶƚŝĨLJŝŶŐůŝŵŝƚƐŽĨƐƚƌĞĞƚƌĞŚĂď͕ĐƵƌďƌĂŵƉŝŵƉƌŽǀĞŵĞŶƚƐ͕ĐĞŶƚĞƌŵĞĚŝĂŶ ŝŵƉƌŽǀĞŵĞŶƚƐ͕ĂŶĚůĂŶĚƐĐĂƉĞĂŶĚŝƌƌŝŐĂƚŝŽŶůŝŵŝƚƐ͘

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^͗
 W&͛ƐŽĨƚŚĞůĂLJŽƵƚĞdžŚŝďŝƚĂŶĚĞƐƚŝŵĂƚĞĂƚƚŚĞƉƌĞůŝŵŝŶĂƌLJĞŶŐŝŶĞĞƌŝŶŐůĞǀĞů͘ ^ƵďƚĂƐŬϰ͘Ϯ͘ WĂǀĞŵĞŶƚ
ǀĂůƵĂƚŝŽŶĂŶĚZĞĐŽŵŵĞŶĚĂƚŝŽŶƐ

Eͮ
EǁŝůůĞǀĂůƵĂƚĞĞdžŝƐƚŝŶŐƉĂǀĞŵĞŶƚĂŶĚƐƵďŐƌĂĚĞĐŽŶĚŝƚŝŽŶƐďLJƉĞƌĨŽƌŵŝŶŐƉĂǀĞŵĞŶƚ ĐŽƌŝŶŐĂŶĚŵĂƚĞƌŝĂůƐĂŵƉůŝŶŐĂůŽŶŐ^ƵŶƌŝƐĞŽƵůĞǀĂƌĚǁŝƚŚŝŶƚŚĞƉƌŽũĞĐƚůŝŵŝƚƐĂŶĚƉƌŽǀŝĚĞ ĐŽŶĐůƵƐŝŽŶƐĂŶĚƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐĨŽƌƌĞƉĂŝƌĂŶĚͬŽƌƌĞŚĂďŝůŝƚĂƚŝŽŶ͘WĂǀĞŵĞŶƚƌĞŚĂďŝůŝƚĂƚŝŽŶ ǁŝůůůŝŬĞůLJŝŶĐůƵĚĞŝƐŽůĂƚĞĚĚŝŐŽƵƚƐĂŶĚŐƌŝŶĚͬŽǀĞƌůĂLJǁŝƚŚŽƌǁŝƚŚŽƵƚĂƉĂǀĞŵĞŶƚ ƌĞŝŶĨŽƌĐĞŵĞŶƚŝŶƚĞƌůĂLJĞƌ͘ZĞŚĂďŝůŝƚĂƚŝŽŶŵĂLJĂůƐŽŝŶĐůƵĚĞƉĂƌƚŝĂůͲĚĞƉƚŚƌĞĐůĂŵĂƚŝŽŶ;WZͿ ǁŚŝĐŚŝƐĂĐŽůĚͲŝŶͲƉůĂĐĞ;/ZͿƉƌŽĐĞĚƵƌĞŽĨƚŚĞĞdžŝƐƚŝŶŐ,DŽŶůLJ͘ tĞǁŝůůƉĞƌĨŽƌŵƚŚĞĨŽůůŽǁŝŶŐƐĞƌǀŝĐĞƐ͗
 WĞƌĨŽƌŵĂƐŝƚĞƌĞĐŽŶŶĂŝƐƐĂŶĐĞƚŽŽďƐĞƌǀĞĞdžŝƐƚŝŶŐƉĂǀĞŵĞŶƚĐŽŶĚŝƚŝŽŶƐĂŶĚŵĂƌŬͲŽƵƚ ƉƌŽƉŽƐĞĚĞdžƉůŽƌĂƚŽƌLJĞdžĐĂǀĂƚŝŽŶůŽĐĂƚŝŽŶƐ͘
 EŽƚŝĨLJƐƵďƐĐƌŝďŝŶŐƵƚŝůŝƚLJĐŽŵƉĂŶŝĞƐǀŝĂhŶĚĞƌŐƌŽƵŶĚ^ĞƌǀŝĐĞůĞƌƚ;h^ͿĂŵŝŶŝŵƵŵŽĨ ƚǁŽǁŽƌŬŝŶŐĚĂLJƐ;ĂƐƌĞƋƵŝƌĞĚďLJůĂǁͿƉƌŝŽƌƚŽƉĞƌĨŽƌŵŝŶŐĞdžƉůŽƌĂƚŽƌLJĞdžĐĂǀĂƚŝŽŶƐĂƚƚŚĞ ƐŝƚĞ͘
 WƌĞƉĂƌĞƐŝƚĞͲƐƉĞĐŝĨŝĐƚƌĂĨĨŝĐĐŽŶƚƌŽůƉůĂŶƐ͕ĂƉƉůLJĨŽƌ͕ĂŶĚŽďƚĂŝŶĂŶĞŶĐƌŽĂĐŚŵĞŶƚƉĞƌŵŝƚ ĨƌŽŵƚŚĞŝƚLJŽĨZĂŶĐŚŽŽƌĚŽǀĂ͘tĞĂƐƐƵŵĞƚŚĞƉĞƌŵŝƚĨĞĞǁŝůůďĞǁĂŝǀĞĚ͘  WĞƌĨŽƌŵƵƉƚŽϮϬƉĂǀĞŵĞŶƚĐŽƌĞƐĂůŽŶŐƚŚĞƉƌŽũĞĐƚĂůŝŐŶŵĞŶƚƵƐŝŶŐĂƚƌƵĐŬͲŵŽƵŶƚĞĚ ĚƌŝůůƌŝŐ͘dĞŶĐŽƌĞƐǁŝůůďĞůŽĐĂƚĞĚǁŝƚŚŝŶĞĂĐŚƚŚĞŶŽƌƚŚďŽƵŶĚĂŶĚƐŽƵƚŚďŽƵŶĚůĂŶĞƐŽĨ ^ƵŶƌŝƐĞŽƵůĞǀĂƌĚ͘tĞĂƐƐƵŵĞƚŚŝƐǁŽƌŬǁŝůůŶĞĞĚƚŽďĞƉĞƌĨŽƌŵĞĚŽǀĞƌŶŝŐŚƚ͘tĞ ĂƐƐƵŵĞƚǁŽŶŝŐŚƚƐŽĨĐŽƌŝŶŐǁŝůůďĞƌĞƋƵŝƌĞĚ͘
 WƌŽǀŝĚĞŶĞĐĞƐƐĂƌLJƚƌĂĨĨŝĐĐŽŶƚƌŽůŵĞĂƐƵƌĞƐĚƵƌŝŶŐĨŝĞůĚǁŽƌŬ͘  DĞĂƐƵƌĞĞdžŝƐƚŝŶŐƉĂǀĞŵĞŶƚƐĞĐƚŝŽŶŵĂƚĞƌŝĂůƚŚŝĐŬŶĞƐƐĞƐ;,DĂŶĚ͕ŝĨƉƌĞƐĞŶƚͿĂƚ ĞĂĐŚĐŽƌĞůŽĐĂƚŝŽŶ͘
 KďƚĂŝŶƐƵďŐƌĂĚĞƐŽŝůƐĂŵƉůĞƐĨƌŽŵƚŚĞĐŽƌĞůŽĐĂƚŝŽŶƐ͘  hƉŽŶĐŽŵƉůĞƚŝŽŶ͕ďĂĐŬĨŝůůƚŚĞĐŽƌĞƐǁŝƚŚĞdžĐĞƐƐĞdžĐĂǀĂƚĞĚŵĂƚĞƌŝĂůĂŶĚƌĞƐƚŽƌĞƚŚĞ ƉĂǀĞŵĞŶƚƐƵƌĨĂĐĞǁŝƚŚƌĂƉŝĚͲƐĞƚĐŽŶĐƌĞƚĞ͘
 WĞƌĨŽƌŵƵƉƚŽĨŽƵƌ;ϰͿůĂďŽƌĂƚŽƌLJZͲsĂůƵĞƚĞƐƚƐƚŽĞǀĂůƵĂƚĞƚŚĞƉĂǀĞŵĞŶƚƐƵƉƉŽƌƚ ĐŚĂƌĂĐƚĞƌŝƐƚŝĐƐŽĨƚŚĞƐƵďŐƌĂĚĞƐŽŝůĂůŽŶŐƚŚĞƉƌŽũĞĐƚĂůŝŐŶŵĞŶƚ͘  WĞƌĨŽƌŵŽƚŚĞƌůĂďŽƌĂƚŽƌLJƚĞƐƚƐŽŶƐĞůĞĐƚĞĚƐĂŵƉůĞƐƚŽĚĞƚĞƌŵŝŶĞƉĞƌƚŝŶĞŶƚŐĞŽƚĞĐŚŶŝĐĂů ƉĂƌĂŵĞƚĞƌƐƐƵĐŚĂƐŝŶͲƉůĂĐĞŵŽŝƐƚƵƌĞͬĚĞŶƐŝƚLJ͕ŵŽŝƐƚƵƌĞͲĚĞŶƐŝƚLJƌĞůĂƚŝŽŶƐŚŝƉ͕ƚƚĞƌďĞƌŐ ůŝŵŝƚƐ͕ĂŶĚŐƌĂŝŶƐŝnjĞĚŝƐƚƌŝďƵƚŝŽŶ͘
 ŶĂůLJnjĞĨŝĞůĚĂŶĚůĂďŽƌĂƚŽƌLJĚĂƚĂĂŶĚƉƌĞƉĂƌĞĂƐƵŵŵĂƌLJƌĞƉŽƌƚǁŝƚŚƚŚĞĐŽŶĐůƵƐŝŽŶƐ ĂŶĚƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐĨŽƌƉĂǀĞŵĞŶƚƌĞŚĂďŝůŝƚĂƚŝŽŶ͘
ATTACHMENT 2, EXHIBIT A
ITEM 9.3.

ATTACHMENT 2

džŚŝďŝƚ͗^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƵŶƌŝƐĞZĞŚĂďWƌŽũĞĐƚ
WĂŐĞ8ŽĨϭ1

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^͗^ƵŵŵĂƌLJƌĞƉŽƌƚǁŝůůŝŶĐůƵĚĞ;ďƵƚŶŽƚďĞůŝŵŝƚĞĚƚŽͿƚŚĞĨŽůůŽǁŝŶŐ͗  ^ĐŽƉĞŽĨǁŽƌŬƐƵŵŵĂƌLJ
 ^ŝƚĞŵĂƉƐŚŽǁŝŶŐĐŽƌĞůŽĐĂƚŝŽŶƐ
 >ĂďŽƌĂƚŽƌLJƚĞƐƚƌĞƐƵůƚƐ

džŝƐƚŝŶŐƉĂǀĞŵĞŶƚƐƚƌƵĐƚƵƌĂůƐĞĐƚŝŽŶƚŚŝĐŬŶĞƐƐĞƐĂƚƚŚĞĐŽƌĞůŽĐĂƚŝŽŶƐ 
džŝƐƚŝŶŐƉĂǀĞŵĞŶƚĐŽŶĚŝƚŝŽŶĚĞƐĐƌŝƉƚŝŽŶ
 ^ƵďŐƌĂĚĞƐŽŝůƐĐŽŶĚŝƚŝŽŶƐ͕ĂŶĚ
 ŽŶĐůƵƐŝŽŶƐĂŶĚƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐĨŽƌƉĂǀĞŵĞŶƚƌĞƉĂŝƌͬƌĞŚĂďŝůŝƚĂƚŝŽŶ ^ƵďƚĂƐŬϰ͘ϯ͘ WƌĞůŝŵŝŶĂƌLJ>ĂŶĚƐĐĂƉĞĞƐŝŐŶ
,
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 <ŝĐŬͲŽĨĨŵĞĞƚŝŶŐĂŶĚƐŝƚĞĂŶĂůLJƐŝƐƐƵŵŵĂƌLJ
 ^ŽŝůĂŶĂůLJƐŝƐĂŶĚƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐ
^ƵďƚĂƐŬϰ͘ϰ͘ ƌďŽƌŝƐƚZĞƉŽƌƚ
dŚĞŝƚLJŽĨZĂŶĐŚŽŽƌĚŽǀĂƌĞŐƵůĂƚĞƐŝŵƉĂĐƚƐƚŽƉƌŽƚĞĐƚĞĚƚƌĞĞƐƵŶĚĞƌƚŚĞŝƚLJŽĨZĂŶĐŚŽ ŽƌĚŽǀĂdƌĞĞKƌĚŝŶĂŶĐĞ;KƌĚŝŶĂŶĐĞͿ;ŝƚLJŽĚĞƌƚŝĐůĞϭϵ͘ϭϮͿ͘hŶĚĞƌƚŚĞKƌĚŝŶĂŶĐĞ͕ ƉƌŽƚĞĐƚĞĚƚƌĞĞƐŝŶĐůƵĚĞĂůůŶĂƚŝǀĞŽĂŬƐŚĂǀŝŶŐĂƚƌƵŶŬĚŝĂŵĞƚĞƌŽĨĂƚůĞĂƐƚƐŝdžŝŶĐŚĞƐŽƌ ŐƌĞĂƚĞƌĂŶĚĂŶLJƚƌĞĞƐƉĞĐŝĞƐŽƚŚĞƌƚŚĂŶĂŶĂƚŝǀĞŽĂŬŚĂǀŝŶŐĂƚƌƵŶŬĚŝĂŵĞƚĞƌŽĨĂƚůĞĂƐƚϭϮ ŝŶĐŚĞƐŽƌŐƌĞĂƚĞƌŽŶŶŽŶƌĞƐŝĚĞŶƚŝĂůƉƌŽƉĞƌƚLJ͕ŽƌĂŶLJƚƌĞĞƉůĂŶƚĞĚĂƐĂƌĞƋƵŝƌĞŵĞŶƚƚƌĞĞĨŽƌ ƐŝƚĞĚĞǀĞůŽƉŵĞŶƚ͕ƚƌĞĞƉĞƌŵŝƚĐŽŶĚŝƚŝŽŶ͕ůĂŶĚƐĐĂƉĞƉůĂŶƌĞŵŽǀĂůƌĞƉůĂĐĞŵĞŶƚ͕ŽƌŽƚŚĞƌ ĚĞƐŝŐŶĂƚĞĚĐŽŶĚŝƚŝŽŶďLJƚŚĞƉƵďůŝĐǁŽƌŬƐĚŝƌĞĐƚŽƌŽƌƉůĂŶŶŝŶŐĚŝƌĞĐƚŽƌ͘ƚƌĞĞƉĞƌŵŝƚŝƐ ƌĞƋƵŝƌĞĚĨŽƌĂŶLJŐƌŽƵŶĚĚŝƐƚƵƌďĂŶĐĞǁŝƚŚŝŶƚŚĞĚƌŝƉůŝŶĞ;ĚĞĨŝŶĞĚĂƐƚŚĞůŽŶŐĞƐƚ ŵĞĂƐƵƌĞŵĞŶƚĨƌŽŵƚŚĞƚƌƵŶŬƚŽƚŚĞĞĚŐĞŽĨƚŚĞĐĂŶŽƉLJͿ͕ŵĂũŽƌƚƌŝŵŵŝŶŐ͕ŽƌŽƚŚĞƌĂĐƚŝǀŝƚŝĞƐ ƚŚĂƚŵĂLJĚĂŵĂŐĞ͕Ŭŝůů͕ŽƌƌĞŵŽǀĞĂŶLJƉƌŽƚĞĐƚĞĚƚƌĞĞ͘DŝƚŝŐĂƚŝŽŶĨŽƌƚŚĞƌĞŵŽǀĂůŽĨ͕Žƌ ƐŝŐŶŝĨŝĐĂŶƚŝŵƉĂĐƚƐƚŽ͕ƉƌŽƚĞĐƚĞĚƚƌĞĞƐŝƐƌĞƋƵŝƌĞĚŝŶƚŚĞĨŽƌŵŽĨŽŶͲŽƌŽĨĨͲƐŝƚĞƌĞƉůĂŶƚŝŶŐŽŶ ĂŶŝŶĐŚͲĨŽƌͲŝŶĐŚďĂƐŝƐ͕ƉĂLJŵĞŶƚŽĨŝŶͲůŝĞƵĨĞĞƐ͕ƉƌĞƐĞƌǀĂƚŝŽŶĐƌĞĚŝƚ͕ŽƌĂĐŽŵďŝŶĂƚŝŽŶŽĨ ƚŚĞƐĞ͘ƚƚŚĞĚŝƐĐƌĞƚŝŽŶŽĨƚŚĞƉƵďůŝĐǁŽƌŬƐĚŝƌĞĐƚŽƌ͕ƚƌĞĞƐŝŶƉŽŽƌĐŽŶĚŝƚŝŽŶƚŚĂƚƉŽƐĞĂ ĚĂŶŐĞƌƚŽƉƵďůŝĐƐĂĨĞƚLJƌĞƋƵŝƌĞŽŶůLJĂƐŝŶŐůĞƌĞƉůĂĐĞŵĞŶƚƚƌĞĞ͘ ƐƵƌǀĞLJŽĨĂůůƚƌĞĞƐůŽĐĂƚĞĚǁŝƚŚŝŶƚŚĞƉůĂŶƚĞĚŵĞĚŝĂŶĂƌĞĂƐŽĨƚŚĞƉƌŽũĞĐƚƐŝƚĞǁŝƚŚĂ ĚŝĂŵĞƚĞƌͲĂƚͲďƌĞĂƐƚͲŚĞŝŐŚƚ;ĚďŚͿŽĨƐŝdžŝŶĐŚĞƐŽƌŐƌĞĂƚĞƌǁŝůůďĞĐŽŶĚƵĐƚĞĚ͘dŚĞƚƌĞĞƐƵƌǀĞLJ ǁŝůůďĞĐŽŶĚƵĐƚĞĚďLJ/ŶƚĞƌŶĂƚŝŽŶĂů^ŽĐŝĞƚLJŽĨƌďŽƌŝĐƵůƚƵƌĞĞƌƚŝĨŝĞĚƌďŽƌŝƐƚ;ƐͿ͘ƌĞƉŽƌƚǁŝůů ďĞƉƌĞƉĂƌĞĚƚŽĚŽĐƵŵĞŶƚƚŚĞŵĞƚŚŽĚƐĂŶĚƌĞƐƵůƚƐŽĨƚŚĞƚƌĞĞƐƵƌǀĞLJ͘dŚĞůŽĐĂƚŝŽŶŽĨĞĂĐŚ ƚƌĞĞǁŝůůďĞƌĞĐŽƌĚĞĚǁŝƚŚĂƐƵďͲŵĞƚĞƌĂĐĐƵƌĂƚĞŐůŽďĂůƉŽƐŝƚŝŽŶŝŶŐƐLJƐƚĞŵ;'W^ͿŽƌ ĞƋƵŝǀĂůĞŶƚĂŶĚĞĂĐŚƚƌĞĞǁŝůůďĞƚĂŐŐĞĚǁŝƚŚĂŶĂůƵŵŝŶƵŵƚƌĞĞƚĂŐ͘dŚĞĚŝĂŵĞƚĞƌŽĨĞĂĐŚ ƚƌĞĞǁŝůůďĞŵĞĂƐƵƌĞĚƵƐŝŶŐĂĨŽƌĞƐƚĞƌ͛ƐĚŝĂŵĞƚĞƌƚĂƉĞŵĞĂƐƵƌĞ͘&ŽƌŵƵůƚŝͲƚƌƵŶŬĞĚƚƌĞĞƐ͕ƚŚĞ ĚŝĂŵĞƚĞƌŽĨĞĂĐŚƚƌƵŶŬǁŝůůďĞŵĞĂƐƵƌĞĚ͘
ĂĐŚƚƌĞĞǁŝůůĂůƐŽďĞĞǀĂůƵĂƚĞĚĨŽƌǀŝŐŽƌĂŶĚ
ĂƐƐŝŐŶĞĚĂĐĂƚĞŐŽƌLJƌĂŶŐŝŶŐĨƌŽŵƉŽŽƌ;ůŝŬĞůLJƚŽĚŝĞǁŝƚŚŝŶĨŝǀĞ LJĞĂƌƐͿƚŽĨĂŝƌ;ĚĞĂĚďƌĂŶĐŚĞƐ͕
ďƵƌŶƐ͕ƌŽƚƐ͕ŝŶƐĞĐƚƐ͕ĞƚĐ͖͘ďƵƚǁŝůůƐƵƌǀŝǀĞŵŽƌĞƚŚĂŶĨŝǀĞLJĞĂƌƐͿƚŽĞdžĐĞůůĞŶƚ͘ŽŵŵĞŶƚƐƐƵĐŚ ATTACHMENT 2, EXHIBIT A
ITEM 9.3.

ATTACHMENT 2

džŚŝďŝƚ͗^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƵŶƌŝƐĞZĞŚĂďWƌŽũĞĐƚ
WĂŐĞ9ŽĨϭ1
ĂƐŶƵŵďĞƌŽĨƚƌƵŶŬƐ͕ŝƌƌĞŐƵůĂƌŝƚŝĞƐ͕ƐĐĂƌƐŽƌŽƚŚĞƌŐƌŽǁƚŚĐŚĂƌĂĐƚĞƌŝƐƚŝĐƐŽƌǀŝŐŽƌŝŶĚŝĐĂƚŽƌƐ ǁŝůůďĞƌĞĐŽƌĚĞĚĨŽƌĞĂĐŚƚƌĞĞ͘dŚĞŚĞŝŐŚƚĂŶĚĚƌŝƉůŝŶĞƌĂĚŝƵƐ;ŽƌĞdžƚĞŶƚŽĨĐĂŶŽƉLJͿŽĨƚŚĞ ƚƌĞĞƐǁŝůůďĞǀŝƐƵĂůůLJĞƐƚŝŵĂƚĞĚ͘dŚĞƚƌĞĞƐƵƌǀĞLJƌĞƉŽƌƚǁŝůůŝŶĐůƵĚĞĂŐƌĂƉŚŝĐĚĞƉŝĐƚŝŶŐƚŚĞ ůŽĐĂƚŝŽŶŽĨĂůůƚƌĞĞƐŽŶƚŚĞƐŝƚĞ͘dƌĞĞƐƉƌŽƚĞĐƚĞĚƵŶĚĞƌƚŚĞŝƚLJŽĨZĂŶĐŚŽŽƌĚŽǀĂdƌĞĞ KƌĚŝŶĂŶĐĞ;ŝƚLJŽĚĞƌƚŝĐůĞϭϵ͘ϭϮͿǁŝůůďĞŝĚĞŶƚŝĨŝĞĚŽŶƚŚĞŐƌĂƉŚŝĐ͘dƌĞĞƐƌŽŽƚĞĚŽŶ ĂĚũĂĐĞŶƚƉƌŽƉĞƌƚŝĞƐǁŝůůŶŽƚďĞŝŶǀĞŶƚŽƌŝĞĚ͕ƚĂŐŐĞĚ͕ŽƌĂƐƐĞƐƐĞĚ͘hƉŽŶĐŽŵƉůĞƚŝŽŶŽĨƚŚĞ ƚƌĞĞƐƵƌǀĞLJ͕ĂďƌŝĞĨůĞƚƚĞƌƌĞƉŽƌƚǁŝůůďĞƉƌĞƉĂƌĞĚ͘^ƚĂŶĚĂƌĚƚƌĞĞƉƌŽƚĞĐƚŝŽŶŵĞƚŚŽĚƐĨŽƌ ĂǀŽŝĚĞĚƚƌĞĞƐĂĚũĂĐĞŶƚƚŽƚŚĞƉƌŽũĞĐƚĨŽŽƚƉƌŝŶƚǁŝůůĂůƐŽďĞŝŶĐůƵĚĞĚŝŶƚŚĞƌĞƉŽƌƚ͘ĚƌĂĨƚŽĨ ƚŚĞƌĞƉŽƌƚǁŝůůďĞƉƌŽǀŝĚĞĚƚŽƚŚĞůŝĞŶƚĨŽƌƌĞǀŝĞǁĂŶĚĐŽŵŵĞŶƚ͘hƉŽŶƌĞĐĞŝƉƚŽĨůŝĞŶƚ ĐŽŵŵĞŶƚƐ;ŝĨƉƌŽǀŝĚĞĚͿ͕ĂĨŝŶĂůĂƌďŽƌŝƐƚƌĞƉŽƌƚǁŝůůďĞƉƌĞƉĂƌĞĚŝŶW&ĨŽƌŵĂƚĂŶĚƉƌŽǀŝĚĞĚ ƚŽƚŚĞůŝĞŶƚ͘

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 ƌĂĨƚƌďŽƌŝƐƚZĞƉŽƌƚ;W&&ŽƌŵĂƚͿ
 &ŝŶĂůƌďŽƌŝƐƚZĞƉŽƌƚ;W&&ŽƌŵĂƚͿ
^ƵďƚĂƐŬϰ͘ϱ͘ ĂůŝĨŽƌŶŝĂ
ŶǀŝƌŽŶŵĞŶƚĂůYƵĂůŝƚLJĐƚ;
YͿĂƚĞŐŽƌ ŝĐĂů
džĞŵƉƚŝŽŶ;
Ϳ
dŚĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚƌĞƋƵŝƌĞƐĚŝƐĐƌĞƚŝŽŶĂƌLJĂĐƚŝŽŶďLJƚŚĞŝƚLJ ;ĂĐƚŝŶŐĂƐ Y>ĞĂĚŐĞŶĐLJͿ
ƐƵďũĞĐƚŝŶŐƚŚĞĂĐƚŝŽŶƚŽ
Y͘KƵƌƉƌĞůŝŵŝŶĂƌLJĂƐƐĞƐƐŵĞŶƚŽĨƚŚ ĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚƐƵŐŐĞƐƚƐ ƚŚĂƚƚŚĞWƌŽũĞĐƚŵĂLJďĞƐƵŝƚĂďůĞĨŽƌ
YƉƌŽĐĞƐƐŝŶŐƵŶĚĞƌŽŶĞ ;ŽƌŵŽƌĞͿŽĨƚŚĞĨŽůůŽǁŝŶŐ

ƐƉĞƌƚŚĞ
Y'ƵŝĚĞůŝŶĞƐ͗
 ^ĞĐƚŝŽŶϭϱϯϬϭ;ůĂƐƐϭͿʹ
džŝƐƚŝŶŐ&ĂĐŝůŝƚŝĞƐ
 ^ĞĐƚŝŽŶϭϱϯϬϮ;ůĂƐƐϮͿʹZĞƉůĂĐĞŵĞŶƚŽƌZĞĐŽŶƐƚƌƵĐƚŝŽŶ  ^ĞĐƚŝŽŶϭϱϯϬϰ;ůĂƐƐϰͿʹDŝŶŽƌůƚĞƌĂƚŝŽŶƐƚŽ>ĂŶĚ
dŚĞ 
 ǁŝůů ŝŶĐůƵĚĞ Ă ƉƌŽũĞĐƚ ĚĞƐĐƌŝƉƚŝŽŶ ĂƐ ǁĞůů ĂƐ ƐƵƉƉŽƌƚŝŶŐ ƋƵĂůŝƚĂƚŝǀĞ ŝŶĨŽƌŵĂƚŝŽŶ ĂŶĚ ŐĞŽƐƉĂƚŝĂůĚĂƚĂ͘
ĚƌĂĨƚŽĨƚŚĞEŽƚŝĐĞŽĨ
džĞŵƉƚŝŽŶ;EK
ͿĨŽƌŵǁŝůůďĞƉƌĞƉĂƌĞĚĂŶĚƐƵďŵŝƚƚĞĚƚŽƚŚĞŝƚLJĨŽƌ
ƌĞǀŝĞǁĂŶĚĐŽŵŵĞŶƚ͘&ŽůůŽǁŝŶŐƌĞĐĞŝƉƚŽĨǁƌŝƚƚĞŶĐŽŵŵĞŶƚƐĨƌŽŵ ƚŚĞŝƚLJ͕ĂĨŝŶĂůEK ĨŽƌ
ĂƉƉƌŽǀĂůďLJƚŚĞ>ĞĂĚŐĞŶĐLJ͛ƐĚĞĐŝƐŝŽŶͲŵĂŬŝŶŐďŽĚLJĨŽƌƚŚŝƐWƌŽũĞĐƚ;WůĂŶŶŝŶŐŽŵŵŝƐƐŝŽŶŽƌ ŝƚLJŽƵŶĐŝůͿǁŝůůďĞƉƌĞƉĂƌĞĚ͘dŚĞϯϬͲĚĂLJƐƚĂƚƵƚĞŽĨůŝŵŝƚĂƚŝŽŶƐǁŝůůďĞŐŝŶĨŽůůŽǁŝŶŐƐƵďŵŝƚƚĂů ŽĨƚŚĞEK
ďLJƚŚĞŝƚLJƚŽƚŚĞ^ĂĐƌĂŵĞŶƚŽŽƵŶƚLJůĞƌŬ͘

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 ƌĂĨƚEK
ǁŝƚŚƐƵƉƉŽƌƚŝŶŐƚĞĐŚŶŝĐĂůŝŶĨŽƌŵĂƚŝŽŶ;W&&ŽƌŵĂƚͿ
 &ŝŶĂůEK
ǁŝƚŚƐƵƉƉŽƌƚŝŶŐƚĞĐŚŶŝĐĂůŝŶĨŽƌŵĂƚŝŽŶ;W&&ŽƌŵĂƚͿ
^ƵďƚĂƐŬϰ͘ϲ͘ WƵďůŝĐKƵƚƌĞĂĐŚĂŶĚ
ŶŐĂŐĞŵĞŶƚ

Eͮ
E ƵŶĚĞƌƐƚĂŶĚƐ ĐŽŵŵƵŶŝƚLJ ŽƵƚƌĞĂĐŚ ĂŶĚ ĨĂĐĞͲƚŽͲĨĂĐĞ ĐŽŵŵƵŶŝĐ ĂƚŝŽŶ ǁŝƚŚ ƚŚĞ ŝŵƉĂĐƚĞĚƉƌŽƉĞƌƚLJŽǁŶĞƌƐŝƐĐƌŝƚŝĐĂůĂŶĚŽďƚĂŝŶŝŶŐƚŚĞŶĞĐĞƐƐĂƌ LJƉƌŽƉĞƌƚLJƌŝŐŚƚƐŽŶƚŝŵĞŝƐ ǀ ŝ ƚ Ă ů ƚ Ž ƚ Ś Ğ Ɖ ƌ Ž ũ Ğ Đ ƚ ͛ Ɛ Ɛ Ƶ Đ Đ Ğ Ɛ Ɛ ͘  E ͮ
E ǁ ŝ ů ů ǁ Ž ƌ Ŭ ǁ ŝ ƚ Ś  ŝ ƚ LJ Ɛ ƚ Ă ĨĨ ƚŽ ĞdžƉůĂŝŶ ƚŚĞ ƉƌŽũĞĐƚ ŝŵƉƌŽǀĞŵĞŶƚƐƚŽƚŚĞďƵƐŝŶĞƐƐĞƐĂŶĚƌĞƐŝĚĞŶƚƐ͘

Eͮ
E ǁŝůů ƉƌŽǀŝĚĞ ƐƚƌĂƚĞŐŝĐ ĂĚǀŝĐĞ͕ ƉƌŽũĞĐƚ ŵĂƚĞƌŝĂůƐ͕ ĂŶĚ ĞdžŚŝďŝƚƐ͕ ĐŽŽƌĚŝŶĂƚĞ ǁŝƚŚ ƚŚĞ ƉƌŽũĞĐƚƚĞĂŵ͕ĂŶĚĂƚƚĞŶĚƉƵďůŝĐŵĞĞƚŝŶŐƐĂƐŶĞĞĚĞĚŝŶƐƵƉƉŽƌƚŽ ĨŝƚLJƐƚĂĨĨ͘ƐƐƵŵĞƚǁŽ;ϮͿ ƉƵďůŝĐ ŝŶĨŽƌŵĂƚŝŽŶĂů ŵĞĞƚŝŶŐƐ͘ KƵƚƌĞĂĐŚ ƐƵƉƉŽƌƚ ǁŝůů ŝŶĐůƵĚĞ ĐŽŽƌĚŝŶĂƚŝŽŶ ŽĨ ĂƉƉƌŽƉƌŝĂƚĞ ƉƵďůŝĐŽƵƚƌĞĂĐŚĂŶĚƉƌŽũĞĐƚŝŶĨŽƌŵĂƚŝŽŶĂůŵĞĞƚŝŶŐƐƌĞŐĂƌĚŝŶŐƚŚĞĚĞƐŝŐŶŽĨƚŚĞƉƌŽũĞĐƚ͘ 
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 ŽŶĐĞƉƚͲ>ĞǀĞůWůĂŶƐĂŶĚsŝƐƵĂůŝĚƐ

džŚŝďŝƚƐĨŽƌŽƵƚƌĞĂĐŚ
ATTACHMENT 2, EXHIBIT A
ITEM 9.3.

ATTACHMENT 2

džŚŝďŝƚ͗^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƵŶƌŝƐĞZĞŚĂďWƌŽũĞĐƚ
WĂŐĞ10ŽĨϭ1
d^<ϱ͘ &ŝŶĂůWůĂŶƐ͕^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚ
ƐƚŝŵĂƚĞŽĐƵŵĞŶƚƐ
^ƵďƚĂƐŬϱ͘ϭ͘ ϲϬйWůĂŶƐ͕^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚ
ƐƚŝŵĂƚĞ

Eͮ
EǁŝůůƉƌĞƉĂƌĞĂŶĚƐƵďŵŝƚWůĂŶƐ͕^ƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚ
ƐƚŝŵĂƚĞƐƚŽƚŚĞŝƚLJĨŽƌƌĞǀŝĞǁ
ĂŶĚĐŽŵŵĞŶƚ͘dŚŝƐƐƵďŵŝƚƚĂůǁŝůůŝŶĐůƵĚĞĂĐŽŵƉůĞƚĞƐĞƚŽĨĐŽŶƐƚƌƵĐƚŝŽŶĚƌĂǁŝŶŐƐŝŶĐůƵĚŝŶŐ ďƵƚŶŽƚůŝŵŝƚĞĚƚŽƚŚĞĨŽůůŽǁŝŶŐ͗
 dŝƚůĞ^ŚĞĞƚͲϭ
 'ĞŶĞƌĂůEŽƚĞƐͲϭ
 ^ƵƌǀĞLJŽŶƚƌŽů^ŚĞĞƚͬ<ĞLJ^ŚĞĞƚͲϭ
 dLJƉŝĐĂůƌŽƐƐ^ĞĐƚŝŽŶƐͲϭ
 ZŽĂĚǁĂLJ>ĂLJŽƵƚƐͲϭϰ;ƐĐĂůĞϭ͟сϮϬ͛Ϳ
 ŽŶƐƚƌƵĐƚŝŽŶĞƚĂŝůƐʹϰ
 ^ƚŽƌŵƌĂŝŶWůĂŶĂŶĚWƌŽĨŝůĞʹϮ
 ^ƚŽƌŵƌĂŝŶWůĂŶĂŶĚWƌŽĨŝůĞ;KƉƚŝŽŶĂůWϮϮͲϮϮϮϯͿͲϭ  ^ŝŐŶĂŐĞĂŶĚ^ƚƌŝƉŝŶŐʹϳ;ƐĐĂůĞϭ͟ͲϰϬ͛Ϳ
 /ƌƌŝŐĂƚŝŽŶĂŶĚ>ĂŶĚƐĐĂƉĞWůĂŶƐͲϭϰ
 ĞƚĂŝůĞĚŽŶƐƚƌƵĐƚŝŽŶŽƐƚ
ƐƚŝŵĂƚĞ
WƌĞǀŝŽƵƐƌĞǀŝĞǁĐŽŵŵĞŶƚƐƌĞĐĞŝǀĞĚĨƌŽŵƚŚĞŝƚLJǁŝůůďĞƚĂďƵůĂƚĞĚ͖ƌĞƐƉŽŶƐĞƐǁŝůůďĞ ĂĚĚƌĞƐƐĞĚĂŶĚŝŶĐŽƌƉŽƌĂƚĞĚŽŶƚŚĞƉƌŽũĞĐƚƉůĂŶƐĂƐŶĞĐĞƐƐĂƌLJ͘ 
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 W&WůĂŶƐ^ƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚ
ƐƚŝŵĂƚĞĂƚƚŚĞϲϬйůĞǀĞů
^ƵďƚĂƐŬϱ͘Ϯ͘ ϵϬйWůĂŶƐ͕^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚ
ƐƚŝŵĂƚĞ

Eͮ
EǁŝůůƉƌĞƉĂƌĞĂŶĚƐƵďŵŝƚϵϬйƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚĞƐƚŝŵĂƚĞƐƚŽƚŚĞŝƚLJĨŽƌ ƌĞǀŝĞǁĂŶĚĐŽŵŵĞŶƚ͘WƌĞǀŝŽƵƐƌĞǀŝĞǁĐŽŵŵĞŶƚƐƌĞĐĞŝǀĞĚĨƌŽŵƚŚĞŝƚLJǁŝůůďĞƚĂďƵůĂƚĞĚ͖ ƌĞƐƉŽŶƐĞƐǁŝůůďĞĂĚĚƌĞƐƐĞĚĂŶĚŝŶĐŽƌƉŽƌĂƚĞĚŽŶƚŚĞƉƌŽũĞĐƚƉůĂŶƐĂƐŶĞĐĞƐƐĂƌLJ͘ 
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 W&ĐŽƉLJĂŶĚŽŶĞĨƵůůƐŝnjĞƐĞƚĂŶĚƚŚƌĞĞ;ϯͿϭϭdžϭϳƐĞƚƐŽĨƚŚĞƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚ ĞƐƚŝŵĂƚĞĂƚƚŚĞϵϬйůĞǀĞů
^ƵďƚĂƐŬϱ͘ϯ͘ &ŝŶĂůWůĂŶƐ͕^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚ
ƐƚŝŵĂƚĞ
WƌĞƉĂƌĞĂŶĚƐƵďŵŝƚƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚĞƐƚŝŵĂƚĞƐƚŽƚŚĞŝƚLJĨŽƌĨŝŶĂůƌĞǀŝĞǁ͘WƌĞǀŝŽƵƐ ƌĞǀŝĞǁĐŽŵŵĞŶƚƐƌĞĐĞŝǀĞĚĨƌŽŵƚŚĞŝƚLJǁŝůůďĞƚĂďƵůĂƚĞĚ͖ƌĞƐƉŽŶƐĞƐǁŝůůďĞĂĚĚƌĞƐƐĞĚĂŶĚ ŝŶĐŽƌƉŽƌĂƚĞĚŽŶƚŚĞƉƌŽũĞĐƚƉůĂŶƐĂƐŶĞĐĞƐƐĂƌLJ͘hƉŽŶǀĞƌŝĨŝĐĂƚŝŽŶŽĨĂůůĐŽŵŵĞŶƚƐ ŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚĞĨŝŶĂůƐƵďŵŝƚƚĂů͕
Eͮ
EǁŝůůƉƌŽǀŝĚĞĂW^Θ
ƐƚĂŵƉĞĚĐŽƉLJ͘ĚĚŝƚŝŽŶĂů
ƌĞǀŝƐŝŽŶƐƚŽĨŝŶĂůW^Θ
ƐĞƚǁŝůůďĞĚŽŶĞĂƐƉĂƌƚŽĨĂŶĂŵĞŶĚŵĞŶƚŝĨƌĞƋƵŝƌĞĚĂƚƚŚŝƐƉŚĂƐĞŽĨ ƚŚĞƉƌŽũĞĐƚ͘

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 KŶĞĨƵůůƐŝnjĞƐĞƚŽĨƚŚĞƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚĞƐƚŝŵĂƚĞĂƚƚŚĞĨŝŶĂůůĞǀĞů  KŶĞĨƵůůƐŝnjĞƐƚĂŵƉĞĚƐĞƚŽĨƉůĂŶƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚĞƐƚŝŵĂƚĞ͘W&ĐŽƉLJŽĨƚŚĞƉůĂŶƐ͕ ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĂŶĚĐŽƐƚĞƐƚŝŵĂƚĞ
d^<ϲ͘ ŝĚĚŝŶŐĂŶĚŽŶƐƚƌƵĐƚŝŽŶƐƐŝƐƚĂŶĐĞ
^ƵďƚĂƐŬϲ͘ϭ͘ ŝĚĚŝŶŐƐƐŝƐƚĂŶĐĞ

Eͮ
EǁŝůůĚƌĂĨƚƌĞƐƉŽŶƐĞƐƚŽďŝĚĚĞƌŝŶƋƵŝƌŝĞƐĚƵƌŝŶŐƚŚĞďŝĚĚŝŶŐƉƌŽĐĞƐƐĨŽƌŝƚLJƌĞǀŝĞǁ ĂŶĚĚŝƐƚƌŝďƵƚŝŽŶƚŽĂůůďŝĚĚĞƌƐ͘KƵƌƚĞĂŵĂƐƐƵŵĞƐƌĞƐƉŽŶĚŝŶŐƚŽĨŽƵƌ;ϰͿďŝĚĚĞƌŝŶƋƵŝƌŝĞƐ͘ ATTACHMENT 2, EXHIBIT A
ITEM 9.3.

ATTACHMENT 2

džŚŝďŝƚ͗^ĐŽƉĞŽĨ^ĞƌǀŝĐĞƐ
^ƵŶƌŝƐĞZĞŚĂďWƌŽũĞĐƚ
WĂŐĞϭ1ŽĨϭ1
^ƵďƚĂƐŬϲ͘Ϯ͘ ŽŶƐƚƌƵĐƚŝŽŶƐƐŝƐƚĂŶĐĞ

Eͮ
EǁŝůůĂƚƚĞŶĚƚŚĞƉƌĞͲĐŽŶƐƚƌƵĐƚŝŽŶŵĞĞƚŝŶŐĂŶĚǁŝůůĂƐƐŝƐƚƚŚĞŝƚLJƐƚĂĨĨƚŽƌĞǀŝĞǁĂŶLJ Z&/ĂŶĚĐŚĂŶŐĞŽƌĚĞƌƌĞƋƵĞƐƚƐ͘
Eͮ
EǁŝůůĂůƐŽƉĞƌĨŽƌŵĨŝĞůĚƌĞǀŝĞǁƐĚƵƌŝŶŐĐŽŶƐƚƌƵĐƚŝŽŶ
ĂƐƌĞƋƵĞƐƚĞĚďLJƚŚĞŝƚLJ͘KƵƌƚĞĂŵĂƐƐƵŵĞƐƌĞƐƉŽŶĚŝŶŐƚŽƚŚƌĞĞ;ϯͿĨŝĞůĚǀŝƐŝƚƐĂŶĚƐŝdž;ϲͿ Z&/͛Ɛ͘
^ƵďƚĂƐŬϲ͘ϯ͘ ZĞĐŽƌĚƌĂǁŝŶŐƐ
hƉŽŶĐŽŵƉůĞƚŝŽŶŽĨĐŽŶƐƚƌƵĐƚŝŽŶ͕
Eͮ
EǁŝůůƉƌŽǀŝĚĞZĞĐŽƌĚƌĂǁŝŶŐĂŶĚĂŶ
ůĞĐƚƌŽŶŝĐĨŝůĞ
ƐƵďŵŝƚƚĂůŝŶĂĐĐŽƌĚĂŶĐĞƚŽƚŚĞŝƚLJŽĨZĂŶĐŚŽŽƌĚŽǀĂ^ƉĞĐŝĨŝĐĂƚŝŽŶƐĨŽƌŝŐŝƚĂů^ƵďŵŝƐƐŝŽŶ ŽĨŝǀŝů
ŶŐŝŶĞĞƌŝŶŐWůĂŶƐ;ǀĞƌƐŝŽŶϭ͘ϰͿ͘
d^<ϳ͘ 'ƌĂŶƚƉƉůŝĐĂƚŝŽŶ^ƵƉƉŽƌƚ;KƉƚŝŽŶĂůͿ
^ƵďƚĂƐŬϳ͘ϭ͘ 'ƌĂŶƚƉƉůŝĐĂƚŝŽŶ^ƵƉƉŽƌƚ;KƉƚŝŽŶĂůͿ

Eͮ
EǁŝůůǁŽƌŬǁŝƚŚƚŚĞĐŝƚLJƚŽŝĚĞŶƚŝĨLJƉŽƚĞŶƚŝĂůŐƌĂŶƚĂƉƉůŝĐĂƚŝŽŶƐƚŽƉƵƌƐƵĞ ĐŽŶƐƚƌƵĐƚŝŽŶĨƵŶĚŝŶŐĨŽƌƚŚŝƐƉƌŽũĞĐƚ͘KŶĐĞŽƵƌƚĞĂŵŚĂƐĐŽŵƉůĞƚĞĚƉƌĞůŝŵŝŶĂƌLJĞŶŐŝŶĞĞƌŝŶŐ ĂŶĚĚĞƐŝŐŶĐŽŶĐĞƉƚƐ͕ǁĞǁŝůůďĞŝŶĂďĞƚƚĞƌƉŽƐŝƚŝŽŶƚŽŚĞůƉƐƵƉƉŽƌƚŝŶŐƌĂŶƚĂƉƉůŝĐĂƚŝŽŶƐ͘ tĞǁŝůůƉƌĞƉĂƌĞĂĚƌĂĨƚĂƉƉůŝĐĂƚŝŽŶŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŐƵŝĚĞůŝŶĞƐĂŶĚŐƌĂŶƚĂƉƉůŝĐĂƚŝŽŶ ƌĞƋƵŝƌĞŵĞŶƚƐĨŽƌŝƚLJƌĞǀŝĞǁ͕ŝŶĐůƵĚŝŶŐƌĞƋƵŝƌĞĚĞdžŚŝďŝƚƐĂŶĚĐŽƐƚĞƐƚŝŵĂƚĞƐ͘tĞǁŝůů ŝŶĐŽƌƉŽƌĂƚĞŝƚLJĐŽŵŵĞŶƚƐĂŶĚƉƌĞƉĂƌĞƚŚĞĨŝŶĂůĂƉƉůŝĐĂƚŝŽŶĨŽƌŝƚLJƐƵďŵŝƚƚĂů͘ 
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ITEM 9.3.

ATTACHMENT 2

CONTRACT NO.: 2022-67

Professional Services Agreement between July 2022
City of Rancho Cordova and Bennet Engineering Services--Exhibit B Page 1 of 2

EXHIBIT B

COMPENSATION SCHEDULE

ITEM 9.3.

ATTACHMENT 2

Fee Estimate
Qty Cost Qty Cost Qty Cost Qty Cost Qty Cost Qty Cost Qt y Cost Qty Cost Contract Contract Contract Contract

1.1. Meetings and Field Reviews 8 hrs $2,240 60 hrs $13,260 24 hrs $4,656 hrs $0 hrs $0 hrs $0 hrs $0 92 hrs $20,156 $200 $0 $0 $0 $0 $20,356

1.2. Project Schedule hrs $0 20 hrs $4,420 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 20 hrs $4,420 $0 $0 $0 $0 $0 $4,420

1.3. Agency Coordination 8 hrs $2,240 20 hrs $4,420 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 28 hrs $6,660 $100 $0 $0 $0 $0 $6,760

1.4. Monthly Invoices and Status Reports hrs $0 24 hrs $5,304 hrs $0 hrs $0 hrs $0 hrs $0 24 hrs $2,280 48 hrs $7,584 $3,000 $0 $0 $0 $0 $10,584

1.5. Quality Control 8 hrs $2,240 24 hrs $5,304 60 hrs $11,640 hrs $0 hrs $0 hrs $0 hrs $0 92 hrs $19,184 $0 $0 $0 $0 $0 $19,184 Subtotal 24 hrs $6,720 148 hrs $32,708 84 hrs $16,296 hrs $0 hrs $0 hrs $0 24 hrs $2,280 280 hrs $58,004 $3,300 $0 $0 $0 $0 $61,304

2.1. LiDAR Mapping hrs $0 2 hrs $442 6 hrs $1,164 hrs $0 hrs $0 16 hrs $2,800 hrs $0 24 hrs $4,406 $0 $0 $33,762 $0 $0 $38,168

2.2. Conventional Topographic Surveying and Mapping hrs $0 2 hrs $442 4 hrs $776 hrs $0 hrs $0 4 hrs $700 hrs $0 10 hrs $1,918 $0 $0 $27,660 $0 $0 $29,578

2.3. Right of Way Surveys hrs $0 hrs $0 2 hrs $388 hrs $0 hrs $0 hrs $0 hrs $0 2 hrs $388 $0 $0 $24,306 $0 $0 $24,694 Subtotal hrs $0 4 hrs $884 12 hrs $2,328 hrs $0 hrs $0 20 hrs $3,500 hrs $0 36 hrs $6,712 $0 $0 $85,728 $0 $0 $92,440

3.1. Utility Verification and Coordination with Owners hrs $0 12 hrs $2,652 16 hrs $3,104 36 hrs $6,336 28 hrs $4,508 hrs $0 hrs $0 92 hrs $1 6,600 $150 $0 $0 $0 $0 $16,750

3.2. Utility Impact Resolution and Potholing hrs $0 20 hrs $4,420 40 hrs $7,760 24 hrs $4,224 24 hrs $3,864 hrs $0 hrs $0 108 hrs $20,268 $100 $0 $0 $0 $39,969 $60,337

3.3. Utility Adjustment/Relocation Coordination hrs $0 4 hrs $884 12 hrs $2,328 16 hrs $2,816 16 hrs $2,576 hrs $0 hrs $0 48 hrs $8,604 $0 $0 $0 $0 $0 $8,604

3.4. Additional Potholes (Optional) hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 $0 $0 $0 $0 $0 $0 Subtotal hrs $0 36 hrs $7,956 68 hrs $13,192 76 hrs $13,376 68 hrs $10,948 hrs $0 hrs $0 248 hrs $45,472 $250 $0 $0 $0 $39,969 $85,691

4.1. Preliminary Engineering 4 hrs $1,120 24 hrs $5,304 56 hrs $10,864 hrs $0 40 hrs $6,440 16 hrs $2,800 hrs $0 140 hrs $26,528 $200 $0 $0 $0 $0 $26,728

4.2. Pavement Evaluation and Recommendations hrs $0 4 hrs $884 12 hrs $2,328 hrs $0 hrs $0 hrs $0 hrs $0 16 hrs $3,212 $100 $28,750 $0 $0 $0 $32,062

4.3. Preliminary Landscape Design hrs $0 4 hrs $884 4 hrs $776 hrs $0 hrs $0 hrs $0 hrs $0 8 hrs $1,660 $0 $0 $0 $5,649 $0 $7,309

4.4. Arborist Report hrs $0 2 hrs $442 6 hrs $1,164 hrs $0 hrs $0 hrs $0 hrs $0 8 hrs $1,606 $0 $0 $0 $7,188 $0 $8,794

4.5. CEQA Categorical Exemption (CE) hrs $0 2 hrs $442 8 hrs $1,552 hrs $0 hrs $0 hrs $0 hrs $0 10 hrs $1,994 $0 $0 $0 $4,198 $0 $6,192

4.6. Public Outreach and Engagement 4 hrs $1,120 50 hrs $11,050 40 hrs $7,760 hrs $0 32 hrs $5,152 hrs $0 100 hrs $9,500 226 hrs $34,582 $1,500 $0 $0 $0 $0 $36,082 Subtotal 8 hrs $2,240 86 hrs $19,006 126 hrs $24,444 hrs $0 72 hrs $11,592 16 hrs $2,800 100 hrs $9,500 408 hrs $69,582 $1,800 $28,750 $0 $17,035 $ 0 $117,167

5.1. 60% Plans, Specifications, and Estimate 8 hrs $2,240 60 hrs $13,260 160 hrs $31,040 120 hrs $21,120 128 hrs $20,608 100 hrs $17,500 hrs $0 576 hrs $105,768 $200 $0 $0 $23,236 $0 $129,204

5.1(a) CP22-2223 Drainage (Optional) hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 $0 $0 $0 $0 $0 $0

5.2. 90% Plans, Specifications, and Estimate 8 hrs $2,240 60 hrs $13,260 100 hrs $19,400 80 hrs $14,080 80 hrs $12,880 80 hrs $14,000 hrs $0 4 08 hrs $75,860 $150 $0 $0 $11,621 $0 $87,631

5.3. 100% and Final Plans, Specifications, and Estimate 4 hrs $1,120 40 hrs $8,840 56 hrs $10,864 60 hrs $10,560 56 hrs $9,016 32 hrs $5,600 hrs $0 248 hrs $46,000 $100 $0 $0 $3,870 $0 $49,970 Subtotal 20 hrs $5,600 160 hrs $35,360 316 hrs $61,304 260 hrs $45,760 264 hrs $42,504 212 hrs $37,100 hrs $0 1232 hrs $227,628 $450 $0 $0 $38,727 $0 $266,805

6.1. Bidding Assistance hrs $0 4 hrs $884 8 hrs $1,552 hrs $0 hrs $0 8 hrs $1,400 hrs $0 20 hrs $3,836 $0 $0 $0 $811 $0 $4,647

6.2. Construction Assistance hrs $0 24 hrs $5,304 48 hrs $9,312 hrs $0 hrs $0 48 hrs $8,400 hrs $0 120 hrs $23,016 $200 $0 $0 $3,105 $0 $26,321

6.3. Record Drawings hrs $0 4 hrs $884 8 hrs $1,552 16 hrs $2,816 hrs $0 hrs $0 hrs $0 28 hrs $5,252 $0 $0 $0 $0 $0 $5,252 Subtotal hrs $0 32 hrs $7,072 64 hrs $12,416 16 hrs $2,816 hrs $0 56 hrs $9,800 hrs $0 168 hrs $32,104 $200 $0 $0 $3,916 $0 $36,220

7.1. Grant Application Support (Optional) hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 $0 $0 $0 $0 $0 $0 Subtotal hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 $0 $0 $0 $0 $0 $0 PROJECT TOTAL 52 hrs $14,560 466 hrs $102,986 670 hrs $129,980 352 hrs $61,952 404 hrs $65,044 304 hrs $53,200 124 hrs $11,780 2372 hrs $439,5 02 $6,000 $28,750 $85,728 $59,678 $39,969 $659,627 OPTIONAL TASKS:

5.1(a) OPTIONAL: CP22-2223 Drainage hrs $0 24 hrs $5,304 40 hrs $7,760 40 hrs $7,040 40 hrs $6,440 hrs $0 hrs $0 144 hrs $26,544 $0 $0 $0 $0 $0 $26,544

3.4 OPTIONAL: Additional Potholing (2 days) hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 hrs $0 $0 $0 $0 $0 $27,255 $27,255

7.1 OPTIONAL: Grant Writing Assistance hrs $0 20 hrs $4,420 40 hrs $7,760 32 hrs $5,632 12 hrs $1,932 hrs $0 hrs $0 104 hrs $19,744 $0 $0 $0 $0 $0 $19,744 OPTIONAL TASKS TOTAL hrs $0 44 hrs $9,724 80 hrs $15,520 72 hrs $12,672 52 hrs $8,372 hrs $0 hrs $0 248 hrs $46,288 $0 $0 $0 $0 $27,255 $73,543 PROJECT TOTAL with OPTIONAL TASKS 52 hrs $14,560 510 hrs $112,710 750 hrs $145,500 424 hrs $74,624 456 hrs $73,416 304 hrs $53,200 124 hrs $11,780 2620 hrs $485,790 $6,000 $28,75 0 $85,728 $59,678 $67,224 $733,170 Task 5 Final Plans, Specifications, and Estimate Documents Task 6 Bidding and Construction Assistance
Designer III
175 $/hr280 $/hr
Task 7 Grant Application Support (Optional)
176 $/hr 161 $/hr
Engineer IEngineer II
Task 4 Preliminary Engineering
Task 3 Utility Coordination
Project
Manager IV
221 $/hr
Task 2 Topographic Surveying and Mapping
Task 1 Project Management
Engineer III
TOTALMISC.

EXPENSES
Administrative
95 $/hr
BEN|EN
Subtotal Geocon Unico Helix Bess Test Lab
194 $/hrFee Estimate
Consultant: Bennett Engineering Services Inc
Project: Sunrise Boulevard Rehabilitation Project - Phase 2 Client: City of Rancho Cordova
Principal
Engineer
Date: 05/12/2022
Additional Fee Information
This fee estimate is valid for 90 days from the date show above.

This fee estimate contains an abbreviated list of staff classifications and does not restrict BEN|EN to those classifications. The Standard Rate Schedule with a full list of staff classifications is available upon request.

This fee estimate contains an approximation of the breakdown between labor, expense, and consultants. BEN|EN reserves the rights to distribute funds differently based on project needs.

Standard hourly rates do not apply to a demand to perform work during an overtime period. Work required to be performed during an overtime period (as mandated by California law) may be charged at a 50% premium. Work mandated by Prevailing Wage laws may be charged at a 25% premium.

Hourly rates include all compensation for wages, salary-related benefits, overhead, general office administration, and profit. Direct project administrative hours will be billed at the rate shown above.

Classifications may be added or removed as-needed without notice.

Changes in the requested scope of work or projected schedule may result in the revision of the proposed fees and amendment to the total contract amount.

Rates are subject to change annually effective July 1st.

N:\Proposals\p22330-Rancho-Sunrise Blvd Rehab Ph 2\p22330-Prelim Scope & Fee\p22330 Exhibit B_Fee_Rev1.xlsx Page Ϯ of Ϯ
ATTACHMENT 2, EXHIBIT B
ITEM 9.3.

ATTACHMENT 2

ITEM 9.3.

ATTACHMENT 2

ITEM 9.3.

ATTACHMENT 2

ITEM 9.3.

ATTACHMENT 2

ITEM 9.3.

ATTACHMENT 2

ITEM 9.3.

ATTACHMENT 2

5039343.1
ITEM 9.3.

ATTACHMENT 2

Path: X:\GIS_Staff\PROJECTS\PUBLIC_WORKS\CIP\PROJECTS\CP23-2238 Sunrise Blvd Rehab\Sunrise Blvd Rehab 2 Project Location Map.mxd | Date: 5/26/2022

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MATHER UNKNOWN
MATHER

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MATHER

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SUNRISE BLVD

WHITE ROCK RD

DOUGLAS RD

MECHANICAL DR

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LOCATION MAPLOCATION MAP
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Sunrise Blvd Rehabilitation Phase 2
Project Location Map
Proposed Project
ITEM 9.3.

ATTACHMENT 3

MEMORANDUM
City Council Staff Report - Page 1 of 2

ITEM 9.4.

DATE: June 20, 2022

TO: Honorable Mayor and Council Members

FROM: Amanda Norton, Economic Development Manager

SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO

CORDOVA, STATE OF CALIFORNIA, AUTHORIZING THE CITY
MANAGER TO EXECUTE CONTRACT NO. 2022-84 WITH CLAGGETT
WOLFE ASSOCIATES FOR CONSULTING SERVICES FROM JULY 1,
2022 THROUGH JUNE 30, 2024, IN AN AMOUNT NOT TO EXCEED
$200,000

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute Contract No. 2022-84 with Claggett Wolfe Associates for small business/development consultation services from July 1, 2022 through June 30, 2024.

BACKGROUND

Since 2016, the Economic Development Department has been partnering with Claggett Wolfe Associates (CWA) to develop the operational framework and tools to support its Business Incentive and Loan programs. The partnership with CWA became instrumental during the COVID- 19 pandemic. The Economic Development team was able to rely on the expertise of CWA to guide and educate Rancho Cordova businesses on available resources during the pandemic. Claggett Wolfe Associates also provided key insight in the development and oversight of the City’s Small Business Recovery Grant program.

As we are still navigating the effects of the pandemic, the knowledge and expertise of Clagget Wolfe Associates is vital in the Economic Development department’s recovery initiatives. The Economic Development Department will continue its long-standing partnership with Claggett Wolfe Associates through this agreement.

FISCAL IMPACT AND FUNDING SOURCE

Funding for this contract would be provided through the city’s Community Enhancement and Investment Fund.

City Council Staff Report - Page 2 of 2

ATTACHMENT(S)

1. Resolution

2. Contract No. 2022-84

ITEM 9.4. ATTACHMENT 1 Resolution No. XX-2022 Page 1 of 1

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2022-84 WITH CLAGGETT WOLFE ASSOCIATES FOR CONSULTING SERVICES FROM JULY 1, 2022 THROUGH JUNE 30, 2024

WHEREAS, the City of Rancho Cordova wishes to contract with Claggett Wolfe Associates for consulting services from July 1, 2022 through June 30, 2024; and WHEREAS, those services will exceed the maximum amount the City Manager has authorization to approve; and
WHEREAS, there are sufficient funds budgeted to cover the costs of the contract.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager to execute a contract with Claggett Wolfe Associates, Consultant, in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 20th day of June 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Donald Terry, Mayor

Stacy Leitner, CMC
City Clerk

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 1 of 15

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF RANCHO CORDOVA AND CLAGGETT WOLFE ASSOCIATES THIS AGREEMENT for professional services is made by and between the City of Rancho Cordova, a California municipal corporation (“City”), and Claggett Wolfe Associates a California Corporation (“Professional”) as of July 1, 2022
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Professional shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2024, the date of completion specified in Exhibit A. Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Professional to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8.

1.2 Standard of Performance. Professional shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Professional is engaged in the geographical area in which Professional practices its profession. Professional shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Professional's profession.

1.3 Assignment of Personnel. Professional shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Professional shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Professional shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.2 above and to satisfy Professional’s obligations hereunder.

Section 2. COMPENSATION. City hereby agrees to pay Professional a sum not to exceed $200,000 ( two hundred thousand dollars), not to exceed $100,000 (one hundred thousand) per calendar year, notwithstanding any contrary indications that may be contained in Professional’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Professional’s proposal, attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall submit all

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 2 of 15

invoices to City in the manner specified herein. Except as specifically authorized by City, Professional shall not bill City for duplicate services performed by more than one person.

Professional and City acknowledge and agree that compensation paid by City to Professional under this Agreement is based upon Professional’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Professional. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Professional and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Professional shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
The beginning and ending dates of the billing period;
A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by Professional and each employee, agent, and subcontractor of Professional performing services hereunder, as well as a separate notice when the total number of hours of work by Professional and any individual employee, agent, or subcontractor of Professional reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A;
The Professional’s signature.

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Professional.

2.3 Final Payment. City shall make the final payment within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed.

2.4 Total Payment. City shall pay for the services to be rendered by Professional pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 3 of 15

incurred by Professional in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Professional submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

2.5 Hourly Fees. Fees for work performed by Professional on an hourly basis shall not exceed the amounts shown on the fee schedule set forth in Exhibit B.

2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B, and shall not exceed One Thousand ($1,000.00). Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

2.7 Payment of Taxes. Professional is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Professional terminates this Agreement pursuant to Section 8, the City shall compensate the Professional for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Professional shall maintain adequate logs and timesheets in order to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Professional is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Professional shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Professional only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.

City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Professional’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 4 of 15

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Professional, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Professional and its agents, representatives, employees, and subcontractors.

Professional shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Professional shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Professional's bid. Professional shall not allow any subcontractor to commence work on any subcontract until Professional has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Professional shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers’ Compensation. Professional shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Professional. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Professional may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Professional, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.

An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

The requirement to maintain Statutory Worker’s Compensation and Employer’s Liability Insurance may be waived by the City upon written verification that Professional does not have any employees.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General requirements. Professional, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000.00) and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00). The commercial general liability and automobile

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 5 of 15

liability insurance shall be per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a commercial general liability insurance or an automobile liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles.

4.2.2 Minimum scope of coverage. Commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (most recent edition), Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy:
a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Professional, including the insured’s general supervision of Professional; products and completed operations of Professional; premises owned, occupied, or used by Professional; and automobiles owned, leased, or used by the Professional. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers.
b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of Professional to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers.

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 6 of 15

e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Professional shall notify City within fourteen (14) days of notification from Professional’s insurer if such coverage is suspended, voided or reduced in coverage or in limits.

4.3 Professional Liability Insurance. Professional, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than TWO MILLION DOLLARS ($2,000,000) covering the licensed professionals’ errors and omissions.

4.3.1Any deductible or self-insured retention shall not exceed $150,000 per claim.

4.3.2An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

4.3.3The following provisions shall apply if the professional liability coverages are written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Professional must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Professional’s sole cost and expense, any extended reporting provisions of the policy, if the Professional cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.

4.4 All Policies Requirements.

4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 7 of 15

4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Professional shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

4.4.3 Subcontractors. Professional shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.4.4 Deductibles and Self-Insured Retentions. Professional shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement.

During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Professional may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Professional procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them.

4.4.5 Waiver of Subrogation. Professional hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Professional, its employees, agents, and subcontractors.

4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Professional shall provide written notice to City at Professional’s earliest possible opportunity and in no case later than five (5) days after Professional is notified of the change in coverage.

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

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 8 of 15

Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
Order Professional to stop work under this Agreement or withhold any payment that becomes due to Professional hereunder, or both stop work and withhold any payment, until Professional demonstrates compliance with the requirements hereof; and/or Terminate this Agreement.

Section 5. INDEMNIFICATION AND PROFESSIONAL’S RESPONSIBILITIES.

5.1 General Requirement. Professional shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Professional or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Professional shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Professional or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Professional to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Professional from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Professional acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.

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

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 9 of 15

5.3 Design Professionals. To the extent that the services under this Agreement include design professional services subject to California Civil Code Section 2782.8, as may be amended from time to time, Professional’s duty to indemnify under Sections 5.1 and 5.2 shall only be to the maximum extent permitted by California Civil Code Section 2782.8.

Section 6. STATUS OF PROFESSIONAL.

6.1 Independent Contractor. At all times during the term of this Agreement, Professional shall be an independent contractor as defined in Labor Code Section 3353, and shall not be an employee of City. Nothing contained in this Agreement shall be construed to be inconsistent with the foregoing relationship or status. City shall have the right to control Professional only insofar as the results of Professional's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means and methods by which Professional accomplishes services rendered pursuant to this Agreement. Professional shall have no power or authority by this Agreement to bind the City in any respect. All employees and agents hired or retained by Professional are employees and agents of Professional and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Professional by any such employees or agents, or any other person resulting from performance of this Agreement.

Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Professional and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Professional shall not allow any employee, agent or subcontractor to become eligible for a claim for PERS benefits.

6.2 Professional Not an Agent. Except as City may specify in writing, Professional shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Professional shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Professional and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Professional’s failure to comply with

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 10 of 15

any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Professional and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Professional represents and warrants to City that Professional and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Professional represents and warrants to City that Professional and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Professional and any subcontractors shall obtain and maintain valid Business Licenses from City during the term of this Agreement.

7.5 Nondiscrimination and Equal Opportunity. Professional shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Professional under this Agreement. Professional shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Professional thereby.

Professional shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Professional.

Professional may cancel this Agreement upon thirty (30) days’ written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Professional shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Professional delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 11 of 15

Professional or prepared by or for Professional or the City in connection with this Agreement.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Professional understands and agrees that, if City grants such an extension, City shall have no obligation to provide Professional with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Professional for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.4 Assignment and Subcontracting. City and Professional recognize and agree that this Agreement contemplates personal performance by Professional and is based upon a determination of Professional’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Professional.

Professional may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Professional shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Professional shall survive the termination of this Agreement.

8.6 Options upon Breach by Professional. If Professional materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:

8.6.1Immediately terminate the Agreement;

8.6.2Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Professional pursuant to this Agreement;

8.6.3Retain a different Professional to complete the work described in Exhibit A not finished by Professional; or

8.6.4Charge Professional the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Professional pursuant to Section 2 if Professional had completed the work.

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 12 of 15

Section 9. KEEPING AND STATUS OF RECORDS.

9.1 Records Created as Part of Professional’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Professional prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Professional hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Professional agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.

9.2 Professional’s Books and Records. Professional shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Professional pursuant to this Agreement.

9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Professional to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.

Section 10 MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that Party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Sacramento or in the United States District Court for the Eastern District of California.

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 13 of 15

10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.6 Use of Recycled Products. Professional shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10.7 Conflict of Interest. Professional may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Professional in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Professional shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.

Professional hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Professional was an employee, agent, appointee, or official of the City in the previous twelve months, Professional warrants that it did not participate in any manner in the forming of this Agreement. Professional understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Professional will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Professional will be required to reimburse the City for any sums paid to the Professional. Professional understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.

10.8 Solicitation. Professional agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 14 of 15

10.9 Contract Administration. This Agreement shall be administered by Amanda Norton ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

10.10 Notices. Any written notice to Professional shall be sent to:

Chuck Wolfe, President
Clagget Wolfe Associates
3108 Sunshine Meadow Lane
Auburn, CA 95602
[email protected]
Any written notice to City shall be sent to:

Amanda Norton
City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
[email protected]

10.11 Professional Seal. Where applicable in the determination of the Contract Administrator or when required by law, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. _________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.

10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Professional and supersedes all prior negotiations, representations, or agreements, either written or oral.

10.13 IRS Form W-9. Professional shall complete and submit Internal Revenue Service Form W-9 to the City before execution of this Agreement. The City’s Finance Director shall have authority to waive this requirement.

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Last Revised January 2022
Professional Services Agreement between 7/1/2022
City of Rancho Cordova and Claggett Wolfe Associates Page 15 of 15

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above, which date shall be considered by the Parties to be the effective date of this Agreement.

CITY OF RANCHO CORDOVA PROFESSIONAL
______________________________ ______________________________ Cyrus Abhar, City ManagerChuck Wolfe, President
Date: ____________________ Date: ____________________
Attest:
______________________________
Stacy Leitner, CMC, City Clerk
Date: ____________________
Approved as to Form:
______________________________
Adam U. Lindgren, City Attorney

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Professional Services Agreement between [DATE]
City of Rancho Cordova and Claggett Wolfe Associates--Exhibit A

EXHIBIT A

SCOPE OF SERVICES
Activity 1:

Clarify Program Objectives, Performance Metrics, Timelines and Risk Tolerances.

Deliverables: No direct deliverables, information gathered from this activity will be used to complete applications and recommend programmatic edits.

Activity 2:

Develop pre-application forms and packaging checklists
Deliverables: Draft and final pre-application forms and review/scoring worksheets for each program.

Activity 3:

Develop application forms and packaging checklists
Deliverables: draft and final application forms and checklists for each program.

Activity 4:

Develop underwriting guidelines and credit/grant memorandum templates Deliverables: Draft and final underwriting guidelines, credit/grant memorandum templates and loan committee scoring worksheets.

Activity 5:

Prepare Loan monitoring worksheets and reports
Deliverables: Draft and final worksheets and reports.

Activity 6:

Supplemental Support
Claggett Wolfe will provide supplemental support as approved by the City in writing on a time and expense basis in accordance with the hourly rates included in the proposal. This work will include all underwriting activities for program applicants.

Activity 7: Business Consulting Services

Consultant shall provide the City of Rancho Cordova and the businesses within the City, professional business advice. Consultant shall also guide and educate businesses on available resources during the COVID-19 crisis.

Business Consultant will work with City staff to:
Perform ongoing research and education for City staff regarding the available programs at the state and federal level, and changes to existing ones.
Perform ongoing research and education for City staff regarding COVID-19 response programs that are being offered by other jurisdictions

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84
Professional Services Agreement between [DATE]
City of Rancho Cordova and Claggett Wolfe Associates--Exhibit A

Create content for City staff to provide to businesses regarding specific steps to take and resources they should take advantage of to survive the economic crisis.

City Staff will refer businesses to the Business Consultant so that they may assist in the following ways:
Identify local lenders who are accepting SBA guaranteed PPP loan applications including, but not limited, to minimum amounts, industries served, any additional documentation required, credit criteria, etc. This effort would include other disaster related financing and support such as the increased allocation of Community Development Block Grant funding that the City will receive under the CARES Act.
Identify California State programs that may be available to businesses. Provide individualized telephone and video conference coaching support to:
Assess businesses’ status and provide potential options for businesses to consider implementing. Provide information on minimum requirements and documentation required to apply for funding from federal, state, local, and/or alternative sources. Identify any applicable federal, state, local, and/or alternative funding sources that may be available for businesses.
Coordinate with other local providers (e.g., Small Business Development Center, Service Corps of Retired Executives, Sacramento Employment and Training Agency, Better Business Bureau) to identify other near-term and long-term assistance that may help the business through the COVID- 19 crisis.
Sharing best practices and case studies relevant to the businesses’ specific experience

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84

Professional Services Agreement between [DATE]
City of Rancho Cordova and Claggett Wolfe Associates--Exhibit B

EXHIBIT B

COMPENSATION SCHEDULE
Hourly billing for work completed:
- Chuck Wolfe: $205/hour
- Analyst: $105/hour
- Sr. Analyst: $125/hour

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84

ITEM 9.4. ATTACHMENT 2 CONTRACT NO.: 2022-84

MEMORANDUM
City Council Staff Report - Page 1 of 2

ITEM 9.5.

DATE: June 20, 2022

TO: Honorable Mayor and Council Members

FROM: Albert Stricker, Public Works Director
Dalia Fadl, Principal Engineer

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT AMENDMENT NO. 56-2019-1 WITH HARRIS &
ASSOCIATES TO EXTEND THE CONTRACT TERM FROM JUNE 30,
2022, TO JUNE 30, 2024, WHICH RESULTS IN AN INCREASE TO THE CONTRACT AMOUNT FROM $100,000 TO AN AMOUNT NOT TO
EXCEED $200,000 FOR ON-CALL STORMWATER FINANCE

SUPPORT SERVICES

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute Contract Amendment No. 56-2019-1 to extend the contract term from June 30, 2022, to June 30, 2024, which results in an increase to the contract amount from $100,000 to $200,000, for the provision of on-call stormwater finance support services by Harris & Associates.

BACKGROUND

The work conducted under this contract includes special tax consulting, Drainage Impact Fee Program studies and implementation support, technical analysis, and other stormwater finance support services.

In July 2019, City Council approved Contract No. 56-2019 in the amount of $100,000 with Harris and Associates for on-call stormwater finance support services over a three-year contract term. Harris & Associates has provided an excellent performance record and an effective understanding of the city’s desired level of service. The City is seeking to execute a contract amendment with Harris & Associates to extend the contract term from June 30, 2022, to June 30, 2024, which results in an increase to the contract amount from $100,000 to an amount not to exceed $200,000. The time extension and cost increase are necessary to provide ongoing stormwater finance support services and assist with the implementation of the Drainage Impact Fee Program.

FISCAL IMPACT AND FUNDING SOURCE

City Council Staff Report - Page 2 of 2
Funding for the contract will be from the City’s Stormwater Utility Fund. There is no impact to the general fund.

ATTACHMENT(S)

1. Resolution

ITEM 9.5. ATTACHMENT 1 Resolution No. XX-2022 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE

OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT AMENDMENT NO. 56-2019-1 WITH HARRIS & ASSOCIATES TO EXTEND THE CONTRACT TERM FROM JUNE 30, 2022, TO JUNE 30, 2024, WHICH RESULTS IN AN INCREASE TO THE CONTRACT AMOUNT FROM $100,000 TO AN AMOUNT NOT TO EXCEED $200,000

FOR ON-CALL STORMWATER FINANCE SUPPORT SERVICES

WHEREAS, the City entered into Contract No. 56-2019 with Harris & Associates in July 2019 in the amount of $100,000 to provide on-call stormwater finance support services; and

WHEREAS, the scope of work includes special tax consulting, Drainage Impact Fee Program studies and implementation support, technical analysis; and

WHEREAS, Harris & Associates has provided an excellent performance record and an effective understanding of the city’s desired level of service; and

WHEREAS, the City wishes to extend the contract term from June 30, 2022 to June 30, 2024; and

WHEREAS, the City wishes to increase the maximum compensation amount from $100,000 to an amount not to exceed $200,000; and

WHEREAS, the amount exceeds the maximum amount that the City Manager has authorization to approve; and
WHEREAS, the contract will be funded through the City’s Stormwater Utility Fund; and

WHEREAS, there are sufficient funds budgeted to cover the cost of the contract.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager to execute Contract Amendment No. 56-2019-1 with Harris & Associates in a form approved by the City Attorney to increase the contract amount from $100,000 to an amount not to exceed $200,000 and to extend the contract term from June 30, 2022 to June 30, 2024 for on-call stormwater finance support services.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 20th day of June 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ITEM 9.5. ATTACHMENT 1 Resolution No. XX-2022 Page 2 of 2

ATTEST:

Donald Terry, Mayor

Stacy Leitner, CMC
City Clerk

MEMORANDUM
City Council Staff Report - Page 1 of 2

ITEM 9.6.

DATE: June 20, 2022

TO: Honorable Mayor and Council Members

FROM: Albert Stricker, Public Works Director
Steve Harriman, Public Works Division Manager

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT AMENDMENT NO. 211-2018-2 WITH ROSS CAMPBELL,
INC. FOR PUBLIC EDUCATION AND OUTREACH SERVICES TO
EXTEND THE CONTRACT TERM FROM JUNE 30, 2022, TO JUNE 30, 2024, WHICH RESULTS IN AN INCREASE TO THE CONTRACT
AMOUNT FROM $221,919 TO AN AMOUNT NOT TO EXCEED
$387,619

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute contract amendment no. 211-2018-2 with Ross Campbell, Inc. to extend the contract term from June 30, 2022, to June 30, 2024, which results in an increase to the contract amount from $221,919 to an amount not to exceed $387,619.

BACKGROUND

The City has successfully applied for a variety of grants issued by the California Department of Resources Recycling and Recovery (CalRecycle) for public education and outreach services. Specifically, the City has been awarded grants to implement public education campaigns on the proper disposal and recycling of household hazardous wastes, used oil and filters, and beverage containers. The campaigns for used oil and filters, and beverage containers are typically regional programs with participation from other jurisdictions in Sacramento County. The campaigns are managed and implemented by Ross Campbell and contribute to a clean and healthy community by educating residents on safe and responsible waste disposal and recycling practices.

FISCAL IMPACT AND FUNDING SOURCE

The proposed amendment is funded by CalRecycle grants and has no fiscal impact to the General Fund.

ATTACHMENT(S)

City Council Staff Report - Page 2 of 2

1. Resolution

2. Contract Amendment 211-2018-2

ITEM 9.6. ATTACHMENT 1 Resolution No. XX-2022 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE

OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT AMENDMENT NO. 211-2018-2 WITH ROSS CAMPBELL INC. TO EXTEND THE CONTRACT TERM FROM JUNE 30, 2022, TO JUNE 30, 2024, WHICH RESULTS IN AN INCREASE TO THE CONTRACT AMOUNT FROM $221,919 TO AN AMOUNT NOT TO EXCEED $387,619

FOR PUBLIC EDUCATION AND OUTREACH SERVICES

WHEREAS, the Parties entered into a Professional Services Agreement (“PSA”) dated November 15, 2018 for the purpose of providing Public Education and Outreach Services to support the City’s household hazardous waste, used oil collection, and beverage container recycling programs; and
WHEREAS, the Parties executed the first amendment on July 6, 2020, which extended the contract term from December 31, 2019 to June 30, 2022 and increased the budget from $72,249 to $221,919; and
WHEREAS, the Parties wish to extend the contract term through June 30, 2024, which results in an increase to the contract amount from $221,919 to $387,619; and WHEREAS, this second Amendment will allow Ross Campbell to continue to implement public education and outreach campaigns funded by CalRecycle grants; and WHEREAS, the Parties agree that changes to the term and services provided for in the PSA are necessary in order for the City to continue receiving services from professionals; and WHEREAS, the contract does not impact the general fund.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager to execute Contract Amendment No. 211-2018-2 with Ross Campbell Inc. to extend the contract term from June 30, 2022 to June 30, 2024, and increase the contract amount from $221,919 to an amount not to exceed $387,619, in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 20th day of June, 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ITEM 9.6. ATTACHMENT 1 Resolution No. XX-2022 Page 2 of 2 ATTEST:

Donald Terry, Mayor

Stacy Leitner, CMC
City Clerk

CONTRACT NO. 211-2018-2
Second Amendment to Professional Services Agreement between Page | 1 City of Rancho Cordova and Ross Campbell, Inc.

SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF RANCHO CORDOVA AND ROSS CAMPBELL, INC.

This Second Amendment to the Agreement for Professional Services (“Amendment”) is made by and between the City of Rancho Cordova (“City”) and Ross Campbell, Inc. (“Professional”) as of July 1, 2022. City and Professional are hereinafter collectively referred to as the "Parties."

RECITALS
WHEREAS, the Parti es entered into a Professional Services Agreement (“P SA”) dated November 15, 2018 for the purpose of providing Public Education and Outreach Services to support the City’s household hazardous waste, used oil collection, and beverage container recycling programs; and
WHEREAS, the Parties executed the first amendment on July 6, 2020, which extended the contract term from December 31, 2019 to June 30, 2 022 and increased the budget from $72,249 to $221,919; and
WHEREAS, the Parties wish to extend the contract term through June 30, 2024, which results in an increase to the contract amount from $221,919 to $387,619; and WHEREAS, this second Amendment will allow Ross Campbell to continue to implement public education and outreach campaigns funded by CalRecycle grants; and WHEREAS, the Parties agree that changes to the term and services provided for in the PSA are necessary in order for the City to continue receiving services by Professional.

NOW, THEREFORE, the Parties hereto agree as follows:

AGREEMENT

1. The Parties agree to modify the end date of the PSA from June 30, 2022, to June 30, 2024. The first sentence of Section 1.1 of the PSA, “Term of Service,” is amended to read as follows:
"The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2024, and Professional shall complete the work described in Exhibit A prior to that date; unless the term of the Agreement is otherwise terminated or extended, as provided in Section 8."

2. Section 2 of the P SA, “Compensation,” provides for the City to pay Professional a sum not to exceed $221,919. The Parties agree to amend Section 2 of the PSA in order to inc rease the compensation amount to pay Professional for additional services. The first sentence of Section 2 of the PSA is amended to read as follows:
"City hereby agrees to pay Professional a sum not to exceed Three Hundred and Eighty-Seven Thousand and S ix Hundred and Nineteen Dollars ($ 387,619), notwithstanding any contrary indication that may be contained in Professional’s ITEM 9.6.

ATTACHMENT 2

CONTRACT NO. 211-2018-2

Second Amendment to Professional Services Agreement between Page | 2 City of Rancho Cordova and Ross Campbell, Inc.
proposal, for services to be performed and reimbursable costs incurred under this Agreement.”

3. The document entitled “Scope of Work,” attached hereto as Exhibit A , s hall replace, and supersede the PSA's Exhibit A.

4. The document entitled “Compensation Schedule,” attached hereto as Exhibit B, shall replace, and supersede the PSA's Exhibit B.

5. All other terms and conditions in the PSA shall remain in full force and effect to the extent they are not in conflict with this Amendment.

6. The signatures of the Parties to this Amendment may be executed and acknowledged on separate pages or in counterparts which, when attached to this Amendment, shall constitute one complete Amendment.

7. Contract Administration. This Agreement shall be administered by Steve Harriman ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

Notices. Any written notice to Professional shall be sent to:

Shawn Campbell, Ross Campbell, Inc.
1912 F Street, Suite 100
Sacramento, CA 95811
[email protected]

Any written notice to City shall be sent to:

Steve Harriman, Operations and Maintenance Division Manager 2729 Prospect Park Drive
Rancho Cordova, CA 95670
[email protected]

ITEM 9.6.

ATTACHMENT 2

CONTRACT NO. 211-2018-2

Second Amendment to Professional Services Agreement between Page | 3 City of Rancho Cordova and Ross Campbell, Inc.

IN WITNESS WHEREOF, the Parties have executed this Amendment on the day and year first above written.

CITY OF RANCHO CORDOVA PROFESSIONAL

____________________________ ______________________________ Cyrus Abhar, City Manager Shawn Campbell, Principal

Date:__________________ Date:__________________

Attest:

____________________________
Stacy Leitner, CMC, City Clerk

Date:__________________

Approved as to Form:

_______________________
Adam U. Lindgren, City Attorney

Date:__________________

ITEM 9.6.

ATTACHMENT 2

Exhibit A
Scope of Work

Task 1: HHW Outreach Campaigns

SCOPE OF WORK
Ross-Campbell will design and implement HHW outreach campaigns for the City of Rancho Cordova. The primary focus of the campaigns will be to inform Rancho Cordova residents of the four available permanent collection sites for HHW and increase usage of those sites: The Kiefer Landfill, The North Area Recovery Station (NARS), the Sacramento Recycling and Transfer Station, and the Special Waste Collection Center in Elk Grove. In order to reach the largest possible number of residents, we will implement several different outreach methods that will mutually reinforce each other yet be tailored to effectively reach the city’s diverse population. The campaigns will target both single- and multi-family residences in the city. Ross-Campbell will draft copy / text for all outreach materials and provide to the city for review. Upon review and final approval of the copy, Ross-Campbell will then be responsible for all graphic design and artwork production according to the city’s graphic standards. Upon completion of the artwork and other outreach materials, everything will be submitted to both the city and CalRecycle for final approval. Upon these approvals, materials will be printed / placed / distributed as appropriate. Tasks may include door hangers, direct mail, bill inserts, newspaper advertisements, digital media, social media, e-newsletters, and free media.

Other tasks that Ross-Campbell will provide include the writing and submittal of progress and final reports to CalRecycle, the preparation and submittal of payment requests to CalRecycle, and other tasks related to grant administration.

Schedule
Outreach activities are scheduled to take place periodically from July 2022 through June 2024.

HHW Budget
Project Management 135 hrs. @ $95/hr. $12825.

Copywriting 15 hrs. @ $95/hr. $1425.

Design / Layout 85 hrs. @ $95/hr. $8075.

Printing flat $31400.

Distribution flat $32700.

Media Placement flat $34075.

Total: $120,500.

ITEM 9.6.

ATTACHMENT 2

Task 2: Regional Used Oil and Filter Recycling Campaigns

SCOPE OF WORK

For services and media placement related to the implementation of the 2023 and 2024 Regional Used Oil and Filter Recycling Campaigns for the City of Rancho Cordova. Campaigns will take place during June-August of each year.

Regional Used Oil / Filter / Oil Change Interval Outreach Campaign

Task 1: Broadcast Television
Placement of :30 and :15 TV spots focusing on recycling used oil and filters and extended oil change intervals. Spots will be placed on TV stations that reach City of Rancho Cordova residents, including KCRA 3 (NBC), KXTV 10 (ABC), KOVR 13 (CBS), KTXL 40 (FOX), KMAX 31 (CW), KUVS 19 (Univision), and/or KTFK 64 (Unimas). Stations will be chosen based on their efficiency and ability to reach the target audiences.

Task 2: Cable Television
Placement of :30 and :15 spots focusing on recycling used oil and filters and extended oil change intervals. Spots will be placed on networks in Comcast Cable’s City of Rancho Cordova zones as well as satellite TV and multicultural channel “Crossings” TV which targets audiences that speak Hmong, Tagalog, and Chinese. Cable networks stations will be chosen based on their efficiency ability to reach the target audiences.

Task 3: Social Media
Conduct an extensive Social Media campaign to specifically target the residents of the City of Rancho Cordova who engage on Facebook, Instagram, Twitter and YouTube. During the campaign’s flight, the Social Media effort will use sophisticated targeting tools to reach residents most likely to be motivated by the messages.

Task 4: Campaign Website
The Campaign’s website - www.RecycleUsedOil.com - will include links to City of Rancho Cordova information, oil change interval facts, a link to CalRecycle’s “Check Your Number” website, HD streaming of the Campaign’s TV spots, and more. The Campaign’s website will be included on all outreach activities.

ITEM 9.6.

ATTACHMENT 2

City of Rancho Cordova
2023 and 2024 Regional Used Oil Campaigns
Scope of Work

Task 5: Campaign Evaluation
We will conduct an online survey that will include target audience members from the City of Rancho Cordova to obtain quantitative data about the Campaign and used oil recycling / oil changing habits. The survey will be conducted at the conclusion of Campaign activities, and results will be included in the Final Summary.

Task 6: Campaign Updates and Final Summary
We will provide the City of Rancho Cordova with monthly Campaign updates, and a Final Summary of all activities will be submitted at the end of each campaign.

2023 Budget: $20,100.00
2024 Budget: $20,100.00

Used Oil Grand Total: $40,200.00

ITEM 9.6.

ATTACHMENT 2

Task 3: Regional Holiday CRV Recycling Campaigns

SCOPE OF WORK

For services and media placement related to the implementation of the Regional Recycling Group's annual Holiday CRV Recycling Campaign for the City of Rancho Cordova. Each campaign will be broken into five separate phases that will be conducted during five holiday periods throughout the year: Christmas, New Year's, Super Bowl, Memorial Day, and 4th of July.

RRG Holiday CRV Recycling Campaign

Task 1: Social Media
Conduct an extensive social media campaign to specifically target the residents of the City of Rancho Cordova who engage on Facebook, Instagram, Twitter, YouTube, Snapchat, Pinterest, and/or TikTok. Five different :15 spots encouraging CRV can and bottle recycling have been created for the campaign, each focusing on the specific holiday period. Throughout the campaign’s flight, the social media effort will use sophisticated targeting tools to reach residents most likely to be motivated by the messages.

Task 6: Campaign Website
The Campaign’s website - www.HolidayRecycling.com - will include links to City of Rancho Cordova recycling information, can and bottle facts, HD streaming of the Campaign’s TV spots, and more.

Task 7: Campaign Updates
We will provide the City of Rancho Cordova with regular updates during the campaign periods.

2022-2023 Budget: $2,500.00
2023-2024 Budget: $2,500.00
CRV Grand Total: $5,000.00

Totals: Task 1 HHW: $120,500.00
Task 2 Used Oil: $40,200.00
Task 3 Holiday CRV: $5,000.00
Grand total: $165,700.00

Previous Contract Amount $221,919.

New Contract Amount $387,619.

ITEM 9.6.

ATTACHMENT 2

Exhibit B
City of Rancho Cordova
Ross-Campbell, Inc.

Fee Schedule

Project Directors $95/hr.

Senior/Professional Staff $85/hr.

Copywriting/Editing $95/hr.

Art Director/Graphic Design $95/hr.

Illustration $125/hr.

Electronic Arts/Web Design $95/hr.

Administrative $35/hr.

Subcontractors Cost + 15%
ITEM 9.6.

ATTACHMENT 2

MEMORANDUM
City Council Staff Report - Page 1 of 3

ITEM 9.7.

DATE: June 20, 2022

TO: Honorable Mayor and Council Members

FROM: Stefan Heisler, Housing Manager

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE

LAND EXCHANGE AGREEMENTS WITH THE LOS RIOS

COMMUNITY COLLEGE DISTRICT, AND BALBIR SINGH OJLA AND
MOHAN K. OJLA, AND DECLARING CITY PROPERTY AS EXEMPT

SURPLUS LAND PURSUANT TO THE CALIFORNIA SURPLUS LAND
ACT

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would allow the City Manager to proceed with the execution of the Land Exchange Agreements, and other required documents, with the Los Rios Community College District (LRCCD) and Balbir Singh Ojla and Mohan K. Ojla (Ojlas) for the properties located at 10275 Dawes St and 10275 Folsom Blvd.

BACKGROUND

The City Acquired the properties located at 10275 Dawes St, APN 076-0212-021, and 10275 Folsom Blvd, APN 076-0212-020, in June 2021. At the time the City had no specific plans to develop the parcels.

Following the acquisition, City staff had further conversations with LRCCD on their Phase 2 Rancho Cordova Campus expansion and parking needs. LRCCD had existing plans to build out their Phase 2 parking lot on the remaining vacant portion of their existing parking lot parcel that fronts Folsom Blvd, APN 076-0212-022. In keeping with the vision of the Folsom Blvd Specific Plan of a revitalized corridor with distinct hubs of unique and identifiable community gathering places, the City desires to maintain frontage of Folsom Blvd for more pedestrian oriented and commercial uses. City staff worked with LRCCD to consider a land exchange where the City would exchange 10275 Dawes, APN 076-0212-021 for LRCCD’s remaining vacant piece of land fronting Folsom Blvd. LRCCD would be able to expand its parking lot on property adjacent to its existing parking lot and allow the City to promote better uses along Folsom Blvd. The resolution attached to this item will permit that land exchange to take place.

As a condition for LRCCD to exchange it’s vacant parcel for the City’s land, the City’s parcel

City Council Staff Report - Page 2 of 3
needs to remove an access easement owned by the Ojla family (the owners of Rosie’s Country Kitchen). City staff have worked with the Ojla family to Quitclaim the access easement in exchange for the City’s parcel at 10275 Folsom Blvd, APN 076-0212-020. This will allow the Ojlas to maintain access from Dawes to the Rosie’s Country Kitchen restaurant. The resolution attached to this item will also permit this land exchange to take place.

The parcel the City will receive from LRCDD is within the Folsom Boulevard Specific Plan as part of the Mather Mills Opportunity Site with the greatest potential for new development and redevelopment for a compact, urban and walkable environment. Although no specified use is projected for the site at this time, the Property’s location with frontage along Folsom Blvd is ideal for development and makes it a good candidate for multiple State and Federal grant programs around Transit Oriented Development due to its close proximity to the Regional Transit Gold Line Mills Station light rail stop, several local businesses, and the Los Rios Community College Rancho Cordova branch.

SURPLUS LAND ACT

The Surplus Land Act (SLA), Government Code Section 54220, et seq., as amended by Assembly Bill 1486 effective January 1, 2020, requires local public agencies to determine whether land owned by the public agency is “surplus land” or “exempt surplus land,” and must send notices of the availability of surplus land to specified parties prior to the conveyance of such land.

The land exchanges being considered here meet the exemptions provided under the California Department of Housing and Community Development (HCD) SLA Guidelines for exchanges or transfers. The exchange for the Ojla’s Quitclaim meets the exception for exchanges for property necessary for local agency use. The land exchange with LRCCD meets the exception for transfers of surplus land to another local, state, or federal agency for the transferee agency’s use.

Adoption of the resolution will declare the City’s properties “exempt surplus”. Staff will provide a copy of the resolution to HCD as required at least 30 days prior to disposition of the City’s properties. HCD may provide comments or feedback which could require additional action, or if no response is received within 30 days the action will be deemed approved.

ENVIRONMENTAL REVIEW

The California Environmental Quality Act (Section 21000, et. seq. of the California Public Resources Code, hereafter CEQA) requires analysis of agency approvals of discretionary “projects.” A “project,” under CEQA, is defined as “the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.” The acquisition of property by a public agency is a project as defined by CEQA. Pursuant to CEQA Guidelines Section 15061(b)(3), an activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. The activity is not subject to CEQA where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

As noted above, no specified use is currently proposed or being considered for the site by the City. Further, while future development of the site is assumed, the type and intensity of development cannot be determined and it would be speculative to identify the type and level of

City Council Staff Report - Page 3 of 3
development that would ultimately be constructed on site and the potential effects of that development. Pursuant to CEQA Guidelines Section 15145, if an impact is too speculative for evaluation the agency not required to, nor should it, engage in speculation and should terminate the discussion. It should be noted that, at such time as development is proposed for the site, a project-level analysis can and will be prepared to disclose potential environmental impacts of that development. However, because the current action would only result in the change of ownership of the property and no physical changes would occur on the site that could result in physical environmental effects, the activity is not subject to CEQA pursuant to CEQA Guidelines section 15061(b)(3).

FISCAL IMPACT AND FUNDING SOURCE

There will be minimal escrow charges to execute the Land Exchange Agreements of approximately $10,000. Ongoing maintenance of the new City property will be consistent with the costs of maintaining the City’s current properties that will be exchanged.

ATTACHMENT(S)

1. Resolution

2. Land Exchange Agreement with Los Rios Community College District

3. Land Exchange Agreement with Balbir Singh Ojla and Mohan K Ojla

4. CEQA Notice of Exemption

ITEM 9.7. ATTACHMENT 1 Resolution No. XX-2022 Page 1 of 3

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2022

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE

OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE LAND EXCHANGE

AGREEMENTS WITH THE LOS RIOS COMMUNITY COLLEGE DISTRICT, AND BALBIR SINGH OJLA AND MOHAN K. OJLA, AND DECLARING CITY PROPERTY AS EXEMPT

SURPLUS LAND PURSUANT TO THE CALIFORNIA SURPLUS LAND ACT

WHEREAS, the City of Rancho Cordova (“City”) is the owner of the properties at 10275 Folsom Boulevard and 10275 Dawes Street (“City Properties”), located near the Mills Station light rail station; and

WHEREAS, the Los Rios Community College District (“District”) is the owner of the vacant, unused portion of the property at 2815 Paseo Drive, the vacant portion of APN 076- 0212-022 (“District Property”), located adjacent to the City Properties; and

WHEREAS, Balbir Singh Ojla and Mohan K. Ojla (the “Ojlas”) are the owners of the property at 10273 Folsom Boulevard, located adjacent to the City Properties, and an access easement across the City Properties (“Access Easement”); and

WHEREAS, the District is willing to exchange the District Property in exchange for the portion of City property located at 10275 Dawes St, APN 076-0212-021, provided that the City’s property is free and clear of the Ojla’s Access Easement; and

WHEREAS, the Ojlas are willing to quitclaim their Access Easement in exchange for the portion of City property located at 10275 Folsom Blvd, APN 076-0212-020; and

WHEREAS, the City desires to exchange the City Properties as described above with the District and the Ojlas, and would acquire the District Property for a currently unspecified use; and

WHEREAS, all of the properties being considered for exchange are vacant, underutilized sites; and

WHEREAS, pursuant to California Government Code Section 27281, a resolution or Certificate of Acceptance must be attached to any grant deed conveying an interest in real property to a government agency; and

WHEREAS, the acquisition and lack of identified proposed use of the Property are not inconsistent with the applicable general plan land use designation and zoning and the acquisition of the Property is exempt from the California Environmental Quality Act (CEQA) pursuant to Title 14 of the California Code of Regulations, Chapter 3, Division 6 (State CEQA Guidelines) Section 15061 (General Rule Exemption); and

WHEREAS, the Surplus Land Act, Government Code Section 54220, et seq., as amended by Assembly Bill 1486 effective January 1, 2020, provides that local public agencies must determine whether land owned by the public agency is “surplus land” or “exempt surplus land,” and must send notices of the availability of surplus land to specified parties prior to the

ITEM 9.7. ATTACHMENT 1 Resolution No. XX-2022 Page 2 of 3 conveyance of such land; and

WHEREAS, Sections 54221(f)(1)(C) and (D) of the Surplus Land Act provide that “exempt surplus land” include: “(C) Surplus land that a local agency is exchanging for another property necessary for the agency’s use”, and “(D) Surplus land that a local agency is transferring to another local, state, or federal agency for the agency’s use”; and

WHEREAS, the Surplus Land Act Guidelines provide that a local agency which determines that property is exempt from the Surplus Land Act shall support such a determination with written findings and shall provide a copy of the written determination to the California Department of Housing and Community Development at least 30 days prior to disposition; and

WHEREAS, the City Council desires to make certain findings with respect to the exemption of the disposition of the City Properties from the Surplus Land Act pursuant to the exceptions noted above.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY

OF RANCHO CORDOVA

1. Authorizes the City Manager and/or his designees to execute a Land Exchange Agreement with the Los Rios Community College District for the exchange of the District Property and the City Property at APN 076-0212-021, which Agreement shall be in a form approved by the City Attorney, and to execute such other documents and to take such other actions as necessary to consummate the transaction contemplated by this resolution, including without limitation, the payment of escrow and title costs as required pursuant to the Land Exchange Agreement and the execution of contracts required in connection with any environmental evaluation and/or physical inspection of the District Property.

2. Authorizes the City Manager and/or his designees to execute a Land Exchange Agreement with Balbir Singh Ojla and Mohan K. Ojla, Trustees of the Ojla Family Trust, for the exchange of the Ojla’s Access Easement Quitclaim and the City Property at APN 076-0212-020, which Agreement shall be in a form approved by the City Attorney, and to execute such other documents and to take such other actions as necessary to consummate the transaction contemplated by this resolution, including without limitation, the payment of escrow and title costs as required pursuant to the Land Exchange Agreement and the execution of contracts required in connection with any environmental evaluation and/or physical inspection of the Access Easement Quitclaim.

3. Consents to the execution of a Certificate of Acceptance and the recordation of a grant deed conveying the District Property to the City upon close of escrow for the exchange of property.

4. Finds that the Ojla Access Easement is property necessary for the City’s use, in exchange for the City’s surplus property at APN 076-0212-020, within the meaning of Section 54221(f)(1)(C) of the Surplus Land Act, and the City’s property at APN 076- 0212-020 is therefore exempt surplus land.

5. Finds that the City’s property at APN 076-0212-021 to be transferred for the District Property is surplus land that a local agency is transferring to another local, state, or federal agency for the agency’s use within the meaning of Section 54221(f)(1)(D) of the Surplus Land Act, and the City’s property at APN 076-0212-021 is therefore exempt surplus land.

6. Directs the City Manager or his designee to transmit a copy of this resolution to the

ITEM 9.7. ATTACHMENT 1 Resolution No. XX-2022 Page 3 of 3 California Department of Housing and Community Development, and to transmit such further documents as are necessary for the Department’s review of compliance of this transaction with the requirements of the Surplus Land Act.

7. Directs the close of escrow for the land exchanges to the District and the Ojlas shall occur no earlier than thirty days after the submission of this resolution and all accompanying documents to the California Department of Housing and Community Development.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 20th day of June 2022 by the following vote:

ATTEST:

Donald Terry, Mayor

Stacy Leitner, CMC
City Clerk

3869
901.2
Land Exchange Agreement
Los Rios Community College
1 Recording Requested by
and when Recorded, return to:

C
ity of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Attn: City Clerk

EXEMPT FROM RECORDING FEES
PER GOVERNMENT CODE §§6103, 27383
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE)
APNs: 076-0204-005, 076-0212-021, 076-0212-022
L

AND EXCHANGE AGREEMENT
T
HIS LAND EXCHANGE AGREEMENT (“Agreement”) is entered into as of July __, 2022 (the “Effective Date”) by and between the City of Rancho Cordova (the “City”) and the Los Rios Community College District (“District”). City and District are hereinafter collectively referred to as the “Parties.”
RE
CITALS
A. Th e City owns certain real property located at 10275 Folsom Blvd, known as Sacramento County Assessor’s Parcel Number 076-0212-020, in the City of Rancho Cordova, as depicted as ”vacant parcel 1” on Exhibit A attached hereto (“Vacant Parcel 1”).

B. Th e City owns certain real property located at located at 10275 Dawes Street, also known as Sacramento County Assessor’s Parcel Number 076-0212-021, in the City of Rancho Cordova, as depicted as ”vacant parcel 2” on Exhibit A attached hereto (“Vacant Parcel 2”, or the “City Property”).

C. The D istrict owns certain real property located at 2815 Paseo Drive, known as Assessor’s Parcel Number 076-0212-022, which is used as a portion of the District’s Folsom College campus. The remaining vacant portion will be divided with a new property line as depicted as ”Parcel 2” on Exhibit A attached hereto (the “District Property”).

D
. District desires to obtain the City Property for the construction of a parking lot (“District Project”) on the City Property, and the Parties have agreed to exchange the District Property and the City Property in order to enable the construction of the District Project.

ITEM 9.7.

ATTACHMENT 2

3869
901.2
Land Exchange Agreement
Los Rios Community College
2 E. S ubj ect to the terms and conditions set forth in this Agreement, City and District have agreed that: (i) City shall convey the City Property to District free and clear of the access easement to Vacant Parcel 2 (the “Vacant Parcel 2 Easement”), as shown on Exhibit A and recorded in Book 20121231, Page 1448 of the Official Records of Sacramento County (the “Official Records”) on December 31, 2012; and (ii) District shall convey the District Property to City free and clear of all encumbrances other than the City Permitted Exceptions (defined below).

F. C
oncurrently with this Agreement, the City is entering into an agreement (the “Vacant Parcel 1 Agreement”) with the owners of Parcel 3 (the “Parcel 3 Owner”) to transfer Vacant Parcel 1 to the Parcel 3 Owner in exchange for the reconveyance of the Vacant Parcel 2 Easement.

G. The City hereby finds that the transactions contemplated hereby further the health, safety and welfare of the City’s residents.

NOW
, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

1. Recitals; Effective Date. The Parties acknowledge that the foregoing recitals are true and correct and are incorporated herein by this reference. The effective date of this Agreement shall be the date first listed above.
2 . City C onveyance to District.

2.1 Cit y Conveyance. Subject to satisfaction of the conditions precedent set forth in this Section, City shall convey to District and District shall accept from City, the City Property in accordance with the terms, covenants and conditions set forth herein.

The conveyance of the City Property from City to District shall be accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit B (”City Grant Deed”).

2.2 C onditions Precedent. Notwithstanding anything to the contrary set forth herein, City’s conveyance of the City Property to District is expressly conditioned upon satisfaction of the following conditions (“City Conditions Precedent”) or City's written waiver (in City’s sole discretion) of such conditions:
(i
) City is prepared to record the reconveyance of the Vacant Parcel 2 Easement;
(i
i) District has performed all obligations to be performed by District pursuant to this Agreement before the Closing Date.

ITEM 9.7.

ATTACHMENT 2

3869901.2
Land Exchange Agreement
Los Rios Community College

3 (iii) District’s representations and warranties set forth herein are true and correct in all material respects as of the Closing Date.

3. Dis trict Conveyance to City.

3 .1 District Conveyance. Subject to satisfaction of the conditions precedent set forth in this Section District, in the sole discretion of District, shall convey to City and City shall accept from District, the District Property in accordance with the terms, covenants and conditions set forth herein. The conveyance of the District Property from District to City shall be accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit C (”District Grant Deed”).

3 .2 Conditions Precedent. Notwithstanding anything to the contrary set forth herein, conveyance of the District Property to the City is expressly conditioned upon satisfaction of all the following conditions (“District Conditions Precedent”) or District’s written waiver (in City’s sole discretion) of such conditions:

(i) City is prepared to record the reconveyance of the Vacant Parcel 2 Easement;

(ii) City has performed all obligations to be performed by City pursuant to this Agreement before the Closing Date.

(iii) C ity’s representations and warranties set forth herein are true and correct in all material respects as of the Closing Date.

4. C
onsideration. The Parties hereby agree that the terms of this Agreement represent the entire consideration for the exchange of land set forth in this Agreement.

5. Clo
sing

5 .1 Escrow; Escrow Instructions. Not later than thirty (30) days following the Effective Date, District and City shall open an escrow at the office of Placer Title Company, 301 University Ave, Suite 120, Sacramento, CA 95825 Attn: Jenny Vega (“Title Company” or “Escrow Agent”) or such other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which together with such additional instructions as may be executed by either Party and delivered to the Escrow Agent, shall serve as the escrow instructions of District and City for the conveyance of the District Property to City and the conveyance of the City Property to District.

5 .2 Close of Escrow; Closing Costs. Each Party shall pay the cost of any title insurance such Party elects to purchase with respect to the property to be acquired by such Party pursuant to this Agreement. District and City shall each pay one-half (1/2) of all other closing costs and escrow fees (including without limitation recording fees, ITEM 9.7.

ATTACHMENT 2

3869901.2
Land Exchange Agreement
Los Rios Community College

4 escrow charges, real estate transfer taxes, and documentary transfer taxes) associated with the close of escrow for the conveyance of the District Property to City (“City Close of Escrow”) and the conveyance of the City Property to District (“District Close of Escrow”).

5 .3 Closing; Documents and Funds; Timing. Provided that the conditions set forth in Section 3 have been satisfied, the City Close of Escrow and District Close of Escrow shall take place as soon as practicable following the deposit into escrow of all the documents described in this Section (each, a “Closing Date”). In order to comply with the conditions precedent; the Parties hereby acknowledge that the City Close of Escrow will take place prior to the District Close of Escrow. The Parties each agree that they shall not unreasonably condition, delay, or withhold consent to an extension of either Closing Date.

A. Dis
trict Close of Escrow. Not later than _____________, 2022, the Parties shall deposit the following documents into escrow:

(i
) District shall deposit a duly executed and acknowledged Certificate of Acceptance for the District Property, substantially in the form attached to Exhibit C;

(i
i) City shall deposit the fully-executed City Grant Deed substantially in the form attached hereto as Exhibit B sufficient to convey good and marketable fee simple title to the District Property free of all title defects and encumbrances except the Permitted Exceptions (as defined in Section 8);

(
iii) City and District shall each deposit into escrow their respective share of closing costs as set forth in Section 5.2;

(iv) City and District shall each deposit such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the conveyance of the City Property to District.

B. Cit
y Close of Escrow. Not later than _____________, 2022, the Parties shall deposit the following documents into escrow:

(i
) City shall deposit a duly executed and acknowledged Certificate of Acceptance for the City Property, substantially in the form attached to Exhibit C;

(i
i) District shall deposit a fully-executed District Grant Deed substantially in the form of Exhibit C sufficient to convey to City good and marketable fee simple title to the District Property free of all title defects and encumbrances except the Permitted Exceptions;

(
iii) City and District shall each deposit into escrow their respective share of closing costs as set forth in Section 5.2; and
ITEM 9.7.

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Los Rios Community College

5 (iv) City and District shall each deposit such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the conveyance of the District Property to City.

5 .4 Prorations. In connection with the conveyance of the District Property to City and the City Property to District, the Escrow Agent shall make the following prorations: (i) property taxes and assessments shall be prorated as of the Closing Date based upon the most recent tax bill available, including any property taxes which may be assessed after the Closing Date but which pertain to the period prior to the transfer of title, regardless of when or to whom notice thereof is delivered; (ii) any bond or assessment that constitutes a lien on the District Property on the Closing Date shall be assumed by City and any lien on the City Property shall be assumed by District (provided however, it shall be a condition to Closing that any such bond or assessment be paid current by each Party). Any utility and sewer service charges shall be prorated as of the respective Closing Date.

T
he Escrow Agent shall close escrow for the conveyance of the District Property to City and the City Property to the District by:

(i) causing the reconveyance of the Vacant Parcel 2 Easement to be recorded in the Official Records; and

(iii) causing the City Grant Deed and the District Grant Deed to be recorded in the Official Records; and

(i
i) issuing the Title Policies (defined in Section 7) for the District Property and the City Property and delivering same to City and District, respectively; and

(iii) delivering to City and District a conformed copies of the grant deeds for the property to be conveyed to each entity, indicating recording information thereon.

On each respective Closing Date, possession of the District Property shall be delivered to City and possession of the City Property shall be delivered to the District.

6. T
itle Documents . No later than ten (10) business days following the Effective Date, each Party shall deliver or cause to be delivered to the other Party an updated title report for its Property (“Preliminary Report”) setting forth all liens, encumbrances, easements, restrictions, conditions, and other matters of record affecting title to that Property (“Title Exceptions”) together with copies of all instruments referred to therein.

Each Party shall approve or disapprove each Title Exception within thirty (30) days following receipt of the Preliminary Report and documents relating to the Title ITEM 9.7.

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3869901.2
Land Exchange Agreement
Los Rios Community College

6 Exceptions. Upon failure to object within such period, any Title Exceptions that are not disapproved shall be deemed to be Permitted Exceptions (as defined in Section 8).

If either Party objects to any Title Exception, the other Party shall use its best efforts at its sole expense to remove from title or otherwise satisfy each such exception in a form that is reasonably satisfactory to the requesting Party within thirty (30) days following the date that the objecting Party objects to such exception.

7. T itle Policy . It shall be a condition to the close of escrow that Title Company shall deliver to the each Party, no later than seven (7) days prior to each Closing Date, a title commitment for an ALTA Owner's Title Insurance Policy ("Title Policy") to be issued by Title Company in an amount to be determined by the Parties, showing title to each Property, subject only to the Permitted Exceptions (as defined in Section 8), including such endorsements as may reasonably be requested by each Party and committing Title Company to issue each Title Policy to its respective Party upon the Close of Escrow.

8. C onveyance of Tit le. Each Party shall convey by grant deed to the other Party marketable fee simple title to its respective Property, free and clear of all recorded and unrecorded liens, encumbrances, restrictions, easements, and leases, except: (i) liens for nondelinquent general and special taxes, assessments and/or bonds; and (ii) such other conditions, liens, encumbrances, restrictions, easements and exceptions as set forth in Exhibit D or approved in writing by City for the District Property or the District for the City Property as provided in Section 6 (all of the foregoing, are collectively hereinafter referred to as the “Permitted Exceptions”).

9. Du
e Diligence.

(a
) Feasibility Studies. During the period commencing upon the Effective Date and terminating sixty (60) days thereafter (“Due Diligence Period”), City and District may undertake further inspection, review and testing of the District Property and the City Property, respectively, including without limitation (i) a review of the physical condition of such property, including inspection and examination of soils, environmental condition, and archeological information relating to the property; (ii) completion of Phase I and Phase II, if required, environmental assessments; (iii) a review and investigation of the effect of any zoning, maps, permits, reports, engineering data, regulations, ordinances, and laws affecting the property, and (iv) an evaluation of the property to determine its feasibility for the Party’s intended use. All of the foregoing is hereinafter collectively referred to as “Feasibility Studies.” The Parties may consult with or retain civil engineers, contractors, soils and geologic engineers, architects and other specialists in its investigation, and may consult with or retain other consultants to determine if the property is suitable for each Party’s intended use. Each Party shall bear the costs of its Feasibility Studies and consultations.

(b
) Contracts, Reports and Investigations. District and City each agree to make available within ten (10) business days following the Effective Date, any and all ITEM 9.7.

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3869901.2
Land Exchange Agreement
Los Rios Community College

7 information, studies, reports, investigations, contracts, leases, rental agreements and other obligations concerning or relating to the Property such Party has agreed to convey pursuant to this Agreement which are in such Party’s possession or which are reasonably available to such Party, including without limitation any Phase I Environmental Site Assessments, surveys, studies, reports and investigations concerning the property's physical, environmental or geological condition, habitability, or the presence or absence of Hazardous Substances in, on or under the Property and its compliance with Environmental Laws (as defined in Section 13).

10. R ight of Entry . During the Due Diligence Period, each Party grants to the other and to the other Party’s agents and employees a right of entry, to enter the its Property upon reasonable notice for the purpose of inspecting, examining, surveying and reviewing such property in accordance with Section 9. Each Party’s inspection, examination, survey and review of such property shall be at such Party’s sole expense.

Each Party shall obtain the other Party’s advance consent to any proposed physical testing of the property, which consent shall not be unreasonably conditioned, withheld or delayed. Physical tests shall be scheduled during normal business hours unless otherwise approved by the owner of the property to be tested. Each Party agrees to indemnify the other Party and to hold the other Party harmless from and against all liability, loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) resulting from such Party’s activities pursuant to this Section. This Section will survive the expiration or termination of this Agreement and the Close of Escrows.

11. “A
s Is” Purchase . Except as otherwise specified in this Agreement, each Party agrees to accept the Property conveyed to it pursuant to this Agreement, including the land, all buildings, structures, improvements, equipment, and operating systems located on or under the land “AS IS, WHERE IS” and in its current state and condition, without any warranties whatsoever regarding its condition except as specifically described in this Agreement, and with all faults and defects, including Hazardous Substances and any other environmental conditions or hazards, if any, that may be located on, under, or around the Property, whether known or unknown, suspected or unsuspected, actual or potential, and each Party assumes all responsibility for any such faults, defects, and conditions as of the Close of Escrow.

12. R
epresentations, Warranties, and Covenants .

12. 1 Representations and Warranties. Each Party hereby represents, warranties, and covenants that except as disclosed in writing to the other Party, as of the Effective Date and as of the Close of Escrow: (i) no contracts, licenses, leases or commitments regarding the maintenance or use of the Property or allowing any third party rights to use the Property are in force; (ii) Party knows of no pending actions, suits, condemnation or other proceedings against or affecting the Property or any portion thereof or the interest of Party in the Property; (iii) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the Property ITEM 9.7.

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Los Rios Community College

8 or any portion thereof; (iv) Party knows of no receipt of notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are in violation of any Environmental Law; and (v) Party has disclosed all material facts concerning the Property.

12. 2 Additional Representations. Each Party further represents and warrants that this Agreement and all other documents to which it is a party and delivered or to be delivered in connection herewith shall at the time of their delivery: (a) have been duly authorized, executed, and delivered; (b) be the binding obligations of that Party; (c) collectively be sufficient to transfer all of that Party's right, title and interest in and to the Property; and (d) not be in violation of the provisions of any agreement to which Party is a party or which affects the Property. Each Party further represents and warrants that the persons who have executed this Agreement on behalf of that Party are authorized to do, that it has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that this Agreement is enforceable against the Party in accordance with its terms.

12. 3 Covenants. Each Party covenants that from the Effective Date and through the Close of Escrow, it: (i) shall not willingly permit any liens, encumbrances, or easements to be placed on its Property other than Permitted Exceptions; (ii) shall not without the prior written consent of the other Party, enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on the other Party or the Property after the Close of Escrow; (iii) shall not permit except as specifically provided herein with respect to the demolition required on the District Property, any act of waste or act that would tend to diminish the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv) shall maintain the Property in its condition as of the date hereof, ordinary wear and tear excepted, and shall with respect to the District Property manage the Property substantially in accordance with District's established practices.

12. 4 Notification. Each Party shall notify the other Party of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. If either Party reasonably believes that any fact materially and adversely affects the Property, such Party shall have the option to terminate this Agreement by delivering written notice thereof to other Party. In the event either Party elects to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of each Party shall be returned to that Party, and all rights and obligations hereunder shall terminate.

13. M
utual Release & Indemnity . Each Party (i) releases and forever discharges the other Party from any and all claims and causes of action under or with respect to any Environmental Laws, including without limitation the California Hazardous Substance Account Act, California Health and Safety Code Section 25300 et seq., (including section 25359.7), the Comprehensive Environmental Response, Compensation, and Liability Act, (“CERCLA”) title 42 U.S.C. section 9601 et seq., the Resource ITEM 9.7.

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Los Rios Community College

9 Conservation and Recovery Act (“RCRA”) title 42 U.S.C. section 6901 et seq.; and the Clean Water Act, title 33 U.S.C. section 2601 et seq., as these laws may be amended in the future; and (ii) agrees to defend (with counsel approved by both Parties, which approval will not be unreasonably withheld) indemnify, protect and hold the other Party free and harmless from any claim, liability, damages of any kind, attorneys’ fees, costs, etc. arising out of or resulting from the physical condition or use of the Property on or after Close of Escrow, including, without limitation, due to the presence of Hazardous Substances on the Property, as well as any claims or causes of action threatened or made by anyone relating to the condition or use of the Property, including, without limitation, third parties adjoining property owners, governmental agencies, or claims brought under Proposition 65, California Health and Safety Code Sections 25249.5- 25249.13.

13.1 “ Hazardous Substances” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, “infectious waste”, “toxic substance”, “toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term “hazardous substances” shall also include asbestos or asbestos-containing materials, radon, methyl tertiary butyl ether, perchlorate, polychlorinated biphenyls, petroleum, petroleum products or by-products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, and synthetic gas usable as fuel, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws.

13.2 “ Environmental Laws” means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Substances, or the protection of the environment or human, plant or animal health.

14. M
iscellaneous Provisions .

14. 1 Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant hereto shall be made in writing, and sent to the parties at their respecti ve addresses specified below or to such other address as a party may designate by written notice delivered to the other parties in accordance with this Section. All such no tices shall be sent by:

(
i) personal delivery, in which case notice shall be deemed delivered upon receipt;

ITEM 9.7.

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Los Rios Community College

10 (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) business days after deposit, postage prepaid in the United States mail;

( iii) nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier; or

(iv) facsimile transmission, in which case notice shall be deemed delivered on transmittal, provided that a transmission report is generated reflecting the accurate transmission thereof.

City: City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Attention: City Manager

District: Los Rios Community College District
1919 Spanos Ct.

Sacramento, CA 95825
Attention: Chancellor’s Office

14. 2 Attorneys’ Fees. In any action at law or in equity, arbitration or other proceeding arising in connection with this Agreement, the prevailing party shall recover reasonable attorneys’ fees and other costs, including but not limited to court costs and expert and consultants fees incurred in connection with such action, in addition to any other relief awarded.

14. 3 Escrow Cancellation Charges. If the escrow fails to close by reason of a default by District or City hereunder, such defaulting party shall pay all escrow or other Title Company charges. If the escrow fails to close for any reason other than default by District or City, then District and City shall each pay one-half of such charges.

14. 4 Amendments; Assignment. This Agreement may be amended only by a written instrument executed by the Parties hereto or their successors in title. This Agreement may be assigned by District to a to-be-formed affiliate of the District in connection with financing a construction and permanent loan for development of the Housing Development.

14.5 S everability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby.

14. 6 Waiver. A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenant or condition, nor shall the delay or forbearance by either party in ITEM 9.7.

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