Rancho Cordova City Council
June 19, 2023

ITEM 9.7. ATTACHMENT 2 Exhibit A to the Resolution

If the owner of any Identified Parcel is not shown on the Assessment Roll, such owner may file a protest for such parcel by filing with the City Clerk a proxy from the Record Owner in a form satisfactory to the City Attorney or evidence of ownership satisfactory to the City Attorney. Any such proxy or evidence must be received by the City Clerk prior to the conclusion of the public hearing.

When an Identified Parcel is held by a partnership, as community property, in joint tenancy, or as a tenancy in common, any partner, spouse, joint tenant, or tenant in common, as the case may be, may file a protest for such parcel.

An executor, administrator, or guardian may file a protest for an Identified Parcel on behalf of the estate it represents. If such representative is shown on the Assessment Roll as paying taxes and assessments levied against the parcel, that fact shall establish the right of such representative to file the protest. If such representative is not shown on the Assessment Roll, the representative must file with the City Clerk written documentation satisfactory to the City Attorney establishing the legal representation. Any such documentation must be filed with the City Clerk prior to the conclusion of the public hearing.

When an Identified Parcel is held by a corporation or unincorporated association, a protest may be filed by any person authorized in writing by the board of directors or trustees or other managing body thereof to take such actions. The corporation or unincorporated association must file with the City Clerk written authorization satisfactory to the City Attorney. Any such written authorization must be filed with the City Clerk prior to the conclusion of the public hearing.

D. Submission of Written Protests
Written protests may be mailed (via U.S. mail) to the City Clerk at City Hall or delivered in person to the City Clerk at City Hall or at the public hearing.

No protests delivered via e-mail will be counted for purposes of determining whether a majority protest exists, but the City Council may, in its discretion, consider such protests in making determinations regarding the Proposed Stormwater Utility Fee Each written protest must identify the property covered by the protest and be signed.

No protest received after the close of the public hearing shall be counted in determining the existence of a majority protest. The last pick up by the City Clerk of protests mailed or delivered to City Hall will occur at 5:30 p.m. on the date scheduled for the public hearing. To ensure that protests which are mailed or delivered to City Hall are received by the City Clerk prior to the close of the public hearing, such protests must be received by the City Clerk at City Hall prior to 5:30 p.m. on the date scheduled for the public hearing. The City Clerk shall endorse on each written protest the date it is filed with the City. The City Clerk shall identify any protests which are received after the close of the public hearing.

Written protests may be withdrawn in writing at any time before the conclusion of the public hearing by the person who submitted the written protest.

For purposes of determining whether a majority protest exists, only one protest for each Identified Parcel will be counted.

ITEM 9.7. ATTACHMENT 2 Exhibit A to the Resolution

All written protests shall be considered public records.

E. Conduct of the Public Hearing; Determination of a Majority Protest

1. At the time, date and place fixed for the public hearing, the City Council shall:
(i) Conduct a public hearing pertaining to the Proposed Stormwater Utility Fee; (ii) Hear all persons interested in the matter of the Proposed Stormwater Utility Fee; and (iii) Receive all written communications regarding the Proposed Stormwater Utility Fee.

2. The public hearing may be continued from time to time, as the City Council determines is necessary to complete its consideration of the Proposed Stormwater Utility Fee.

3. If the City Council determines at the close of the public hearing that written protests have been presented, and not withdrawn, by a majority of owners of the Identified Parcels (i.e., there is a majority protest), the Proposed Stormwater Utility Fee shall not be approved.

4. If the City Council determines at the close of the public hearing that there is not a majority protest, the City Council may:
(i) Remedy and correct any clerical error in the Written Report or otherwise modify the Written Report; provided that any such modification or correction shall not result in a Proposed Stormwater Utility Fee for any Identified Parcel which is greater than the amount shown in the notice of the public hearing that was mailed to the Record Owner of the Identified Parcel;
(ii) Confirm the Written Report, as originally filed or as amended in accordance with subparagraph (i), above;
(iii) Adopt a resolution calling for a property owner vote regarding the Proposed Stormwater Utility Fee.

F. Conduct Property Owner Vote: Determination of a Majority Consent Pursuant to Government Code Section 53755.S(c), the proceedings described in this section shall not constitute an election or voting for purposes of Article II of the California Constitution or of the Elections Code.

An election on the Proposed Stormwater Utility Fee shall be sent, postage prepaid, by first class mail at least forty-five (45) days prior to the date set for the election to the Record Owner of each Identified Parcel. The forty-five (45) day requirement may be waived with the unanimous consent of the property owners.

Each mailed ballot shall contain all of the following:
•On the face of the envelope in which the notice of election and ballot are mailed, there shall appear in substantially the following form in no smaller than 16-point bold type:
"OFFICIALBALLOT ENCLOSED."

• The ballot shall include the agency's address for return of the ballot, the date and location where the ballots will be tabulated, and a place where the person returning it may indicate his or her name, a reasonable identification of the parcel, and his or her support or opposition to the proposed fee. The ballots shall be tabulated in a location accessible to the public. The ballot shall be in a form that conceals its content once it is sealed by the person submitting it. The ballot shall remain sealed until the ballot tabulation commences.

No ballot received after the time of the ballot tabulation shall be counted in determining the existence of majority consent. The last pick up by the City Clerk of ballots mailed or delivered to City Hall will occur at 1:30 p.m. on the date scheduled for the election. To ensure that ballots which are mailed or delivered to City Hall are received by the City Clerk prior to the commencement of the ballot tabulation , such ballots must be received by the City Clerk at City Hall prior to 5:30 p.m. on the date scheduled for the ballot tabulation. The City Clerk shall endorse on each ballot the date it is filed with the City. The City Clerk shall identify any ballots which are received after the commencement of the ballot tabulation.

An impartial person designated by the City who does not have a vested interest in the outcome of the proposed fee shall tabulate the ballots submitted in support of or opposition to the proposed fee. An impartial person includes, but is not limited to, the City Clerk. If the City uses City personnel for the ballot tabulation , or if the City contracts with a vendor for the ballot tabulation and the vendor or its affiliates participated in the research, design, engineering, public education, or promotion of the fee, the ballots shall be unsealed and tabulated in public view to permit all interested persons to meaningfully monitor the accuracy of the tabulation process .

The ballot tabulation may be continued to a different time or different location accessible to the public, provided that the time and location are announced at the location at which the tabulation commenced and posted by the City in a location accessible to the public. The impartial person may use technological methods to tabulate the ballots, including, but not limited to, punchcard or optically readable (bar-coded) ballots. During and after the tabulation , the ballots and, if applicable, the information used to determine the weight of each ballot, shall be treated as public records, subject to public disclosure and made available for inspection by any interested person.

The ballots shall be preserved for a minimum of two years, after which they may be destroyed.

Majority approval of the Record Owners shall exist if the number of valid ballots in favor of the fee exceeds the number of valid ballots in opposition to the fee.

At the time, date and place fixed for the ballot tabulation, the City Council shall direct the City Clerk to commence the ballot tabulation.

If there is no majority approval, the Stormwater Utility Fee shall not be imposed .

If majority approval exists, the City Council may impose the Stormwater Utility Fee pursuant to the Ordinance .

Legend
Annexation Boundary
Parcel Boundary
APN
072-2360-036

BEAR HOLLOW DR

N MATHER BLVD
!

CITY OF RANCHO CORDOVA

STORMWATER UTILITY FEE AREA
ANNEXATION 33
(LOGISTICENTER PROJECT)
ITEM 9.7.

ATTACHMENT 3

ITEM 9.7. ATTACHMENT 4 Stormwater Utility Fee
Sample of the Stormwater Utility Fees for Fiscal Year 2022-2023:

Table 1
Land Use Description
Total Area
(acres) Sample Fee
Single Family Residential (SFR1) 0.16 $143.40
Single Family Residential (SFR2) 0.22 $157.73
Single Family Residential (SFR3) 0.30 $168.51
Single Family Residential (SFR4) 0.40 $179.24
Single Family Residential (SFR5) 1.00 $179.24
Multi-Family Residential (MFR1) 5.00 $1,254.93
Commercial 1.00 $1,344.58
Industrial 1.00 $1,434.24
Schools 5.00 $896.39
Private Recreation 1.00 $448.17
Parks/Greenbelts 2.00 $179.24
Public Property (with structures) 2.00 $537.81

ITEM 9.7.

ATTACHMENT 5

ITEM 9.7.

ATTACHMENT 5

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 9.8.

DATE: June 19, 2023

TO: Honorable Mayor and Council Members

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

SUBJECT: A RESOLUTION AUTHORIZING THE APPLICATION FOR GRANT

FUNDS FROM THE WILDLIFE CONSERVATION BOARD FOR THE

AMERICAN RIVER PARKWAY TRAILS ENHANCEMENT PROJECT

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would approve the filing of an application for funding from the Wildlife Conservation Board (WCB) for the design of the American River Parkway Trail Enhancements Project.

BACKGROUND

The City of Rancho Cordova and Sacramento County Regional Parks Department have partnered together to plan the American River Parkway Trails Enhancement Project in the Rossmoor Bar area in Rancho Cordova. On March 4, 2022, the American River Parkway Advisory Committee conceptually approved the American River Parkway Trails Enhancement Project per recommendation by Regional Parks and City staff.

This project will improve public access to the diverse wildlife and natural features of the American River Parkway by completing a system of trails for visitors to navigate through the Rossmoor Bar area. Proposed trail enhancements include section leveling, smooth dirt and gravel surfaces, and uniform trail widths where allowable. Access points will be improved to meet ADA compliance where feasible. This project will also plan to install an informational kiosk at the dredger tailings to explain the history of mining on the American River. This project is consistent with the 2008 American River Parkway Plan and the 2022 American River Natural Resources Management Plan.

The City of Rancho Cordova is seeking grant funding from the Wildlife Conservation Board (WCB) to fund the design of the American River Parkway Trails Project. The major tasks involved in this work include full design services, development of engineering plans and specifications, environmental documentation, permitting support and public engagement. The awarded funds would allow sufficient budget for the City to contract with Professional Engineering Consultant(s) to provide these services.

City Council Staff Report - Page 2 of 2

On March 30, 2023, City staff submitted a pre-application to WCB staff (Attachment 2).

Subsequently, on May 16th, 2023, City staff received an invitation to submit a full application to the WCB for this project (Attachment 3). As an Applicant, the City of Rancho Cordova shall include in its application submittal a copy of an adopted Resolution from the City Council to approve filing of said application (Attachment 4).

The tentative project schedule is as follows:
• City staff submits a full application to WCB staff – June 30, 2023. • WCB staff presents the application to the Lower American River Advisory Committee for approval – October 2023.
• WCB Board Members hearing to approve grant funding – November 2023. • Grant funds become available – December 2023.
• Execute the work outlined in the application – Calendar year 2024.

FISCAL IMPACT AND FUNDING SOURCE

Funding for this project consists of the Capital Infrastructure Fund. There is no impact on the City’s General Fund.

This project is included in the City's current approved FY 2023-24 Capital Improvement Plan.

The City of Rancho Cordova and Sacramento County Regional Parks will continue to seek additional grant funding opportunities for the implementation phase of the project.

ATTACHMENT(S)

1. Resolution

2. Wildlife Conservation Board Pre-Application

3. Wildlife Conservation Board Invitation to Submit a Full Application

4. Wildlife Conservation Board General Application Template

ITEM 9.8. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2023

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

STATE OF CALIFORNIA, APPROVING THE APPLICATION FOR GRANT FUNDS FROM

THE WILDLIFE CONSERVATION BOARD FOR THE AMERICAN RIVER PARKWAY TRAILS

ENHANCEMENT PROJECT

WHEREAS, funds were made available to the Wildlife Conservation Board for the enhancement or restoration of fish and wildlife habitat and for the development of public access facilities for hunting, fishing or other wildlife-oriented recreational uses; and

WHEREAS, the City of Rancho Cordova intends to partner with the Sacramento County Regional Parks on a Wildlife Conservation Board Grant application; and

WHEREAS, the City of Rancho Cordova intends to use grant funds to design enhancements to existing unimproved hiking trails in the Rossmoor Bar area of the American River Parkway to promote accessibility for users of all abilities and to improve public access to wildlife and outdoor recreation.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA hereby:

1. Approves the filing of an application for funding from the Wildlife Conservation Board; and

2. Certifies that said Applicant will comply with all federal, state, and environmental, public health, and other appropriate laws and regulations applicable to the project and will obtain or will ensure that the other project partners obtain all appropriate permits applicable to the project; and

3. Further commits to the terms and conditions specified in the grant agreement; and

4. Appoints the Director of Public Works as a representative of the City of Rancho Cordova to conduct negotiations, execute, submit and sign all documents including but not limited to applications, agreements, amendments, payment requests, and other documents which may be necessary for the completion of the proposed project.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 19th day of June 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ITEM 9.8. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 2 ATTEST:

Linda Budge, Mayor

Stacy Leitner, CMC
City Clerk

WCB Project Pre‐Application:
(Up to 4 pages not including photographs or maps)
Send completed pre‐application to [email protected]. To be accepted by our system, the pre‐application must be a MS Word document with the phrase “PreApp” or “Pre‐ App” in the file name. Please include all maps and photos in the same Word document. If you need to attach maps or photos as separate files, make sure they are in a .pdf file format only.

Project
Project Name: American River Parkway Trail Enhancements Project Brief Summary (one paragraph): This application is for the planning phase of the American River Parkway Trail Enhancements Project. The purpose of this project is to conduct environmental studies, produce an EIR, develop construction plans, specifications and cost estimate, conduct public outreach and coordination with stakeholders. This project will impr ove public access to the American River Parkway, Rossmoor Bar area, by enhancing unimproved hiking trails.

Accessibility to the trails will be improved to meet ADA compliance where feasible. This project is consistent with the American River Parkway Plan which was adopted by Sacramento County.

Total cost (round up to nearest $1,000): 400,000
Amount requ
ested from WCB (round up to nearest $1,000): $350,000
Start date: 7/17/2023
End date: 2/28/2024
Project type (select one): Planning
Primary Habitat Type (select one): Public Access
Total Acres: 433
Location
Primary County: Sacramento
Specific location (Assessor Parcel Number or address if available): multiple parcels including and adjacent to APN: 056‐0023‐005
Nearest City (distance and direction): Rancho Cordova
Latitude (decimal degrees): 38.62
Longitude (decimal degrees): 121.296
ITEM 9.8.

ATTACHMENT 2

Wildlife Conservation Board  Page 2
Pre‐application
Point represented by the Latitude and Longitude coordinates (e.g., center of project site):

Center of project site
Is the Project Area in a Disadvantaged Community; mapping tool https://gis.water.ca.gov/app/dacs/ (select one): Yes
Applicant
Organization name: City of Rancho Cordova
Organization type: Local Government
Primary applicant’s contact name and title: Jesse Yabes, Assistant Civil Engineer Phone: (916) 851‐8959
E‐mail address: [email protected]
Mailing address: 2729 Prospect Park Dr., Rancho Cordova, CA 95670 Landowner
Landowner name: County of Sacramento
Landowner type: Local Government
Project Overview
Describe the proposed project. Quantify the project’s goals and expected outcomes/benefits.

Identify the major tasks involved in the project. Describe why the project needed. Attach a map of the project location (and photos if helpful), and briefly describe the project location. Be specific about the portion of the project that would be funded by this request. ‐BACKGROUND AND LOCATION
The Cit
y of Rancho Cordova and Sacramento County Regional Parks Department are collaborating to develop the American River Parkway Trail Enhancements Project for the Rossmoor Bar area. This location is in Rancho Cordova between Hagan Park and the intersection of Ambassador Dr. and El Manto Dr. The project proposes to enhance existing unimproved hiking and running trails to support outdoor recreation and access to natural areas for the community and region. Local stakeholders and user groups have already been engaged in the early stages of the project. A local running club contributed by mapping some of the trails and provided recommendations. This data was used to generate GIS files and online maps to
aid in the future design of the project. City and County Staff have conducted multiple site visits to validate trail classifications and document findings. ‐ PROJECT GOALS: Improve public access, interpretation of parkway to visitors, meet intent  of Parkway Plan and Assess Opportunities in Natural Resource Management Plan The primary goal of this project is to enhance approximately 10.5 miles of unimproved trails in Rossmoor Bar in a manner that is consistent with the Parkway Plan and its permitted activities and policies.

ITEM 9.8.

ATTACHMENT 2

Wildlife Conservation Board  Page 3
Pre‐application
A major goal of the project is to promote accessibility for users of all abilities. This project will assess the feasibility of improvements to Parkway entry points and trailheads to meet ADA compliance. On‐trail accessibility will be assessed using the Federal Access Board guidelines for non‐paved trails. This
analysis will result in trail enhancement designs which may include smooth dirt and gravel surfaces, uniform cross slopes and widths of 48 inches, where allowable.

This project will formalize existing trails and designate their use for walking, hiking, and running. This project will develop a prescribed treatment plan  to close social paths that branch off the formal trails and restore them with native vegetation. To assist users with navigation, signposts with QR code links to online maps may be planned for installation in key locations.

Environmental, natural and cultural studies will be conducted as part of the planning effort to survey rare plants, identify existing reso
urces and outline mitigation measures. These studies
will help inform decisions to incorporate interpretive signage at various locations in the project area. Specific points of interest include riparian habitats, grasslands, and existing dredger tailings from mining activities which are significant to the Rossmoor Bar  area. This project will plan to install at least three kiosks to explain the history of mining on the American River and describe the wildlife that inhabits the dredger tailings and other natural habitats. Further, this project will assess opportunities to incorporate elements of the Natural Resource Management Plan, such as habitat restoratio
n or naturalization, as they relate to trail enhancement.

‐ EXPECTED OUTCOMES/ BENEFITS: Quality of life, Access to nature, outdoor rec and education This project will bring enormous benefit to the community by completing a system of trails for visitors to navigate as they admire the scenic and natural features this area has to offer. The public will benefit from opportunities to view diverse wildlife that is native to this area.

Visitors
will enjoy improved access to outdoor recreation which creates opportunities for healthy lifestyle choices. Overall, this project will promote wildlife/environmental education and improve the quality of life for  the community in Rancho Cordova and the region.

‐ MAJOR TASKS INVOLVE: Design, PS&E, enviro studies, CEQA, public outreach, stakeholders The major tasks involved in this planning project include full design services to develop engineering drawings, specifications, and cost estimate to develop a project that is ready for implementation.

This project will analyze
the Parkway Plan CEQA documents and determine if a supplemental EIR is sufficient. Environmental, natural and cultural studies will be conducted as part of the planning effort to identify natural resources in the project area. These studies will inform decisions on design, site conditions, and construc tion methods and mitigation measures.

A major component to this planning project is public outreach. The City of Rancho Cordova has established precedence for community engagement on recent projects by conducting in‐person and virtual workshops, conducting user‐friendly online surveys (MetroQuest), mailing flyers, and posting updates on the City’s website and  social media. These same tasks will be performed in this project, in addition to on‐going coordination with stakeholders. Input from the community and stakeholders will be considered early in the design phase.

ITEM 9.8.

ATTACHMENT 2

Wildlife Conservation Board  Page 4
Pre‐application
‐ NEED FOR THE PROJECT: Access to outdoor rec., ADA compliance, disadvantaged community.

Sacramento County adopted the Parkway Plan to ensure preservation of the natural environment while advising limited developments to facilitate recreational activities for future implementation. This project will address the needs outlined in the Parkway Plan, and the Rossmoor Bar area Plan therein, and will apply its policies and guidance.

This project will meet th
e adjacent community’s need for improved outdoor recreational opportunities. According to U.S. census data, this project is in a disadvantaged community.

Neighborhoods like these experience financial and socioeconomic hardships which often correlate
to lower quality of life and poor health. This community would gain the most benefit from the project as it will improve public access to outdoor recreation and support physical exercise. This project will also meet the need for improved accessibility by upgrading trailheads and parkway entry points to be ADA‐compliant, which will improve safety for all trail users. ‐ FUNDING REQUEST: Fund planning, engineeri
ng and design of trail enhancements
This application request is to fully fund the planning, engineering, design, environmental studies and outreach efforts for the American River Trail Enhancements Project. By awarding this grant, the City of Rancho Cordova will have the funding necessary to contract with  an Environmental and Engineering Consultant firm(s) to perform professional services. This planning project will result in delivery of engineering plans, specifications, cost estimates and CEQA filing for implementation of the trail enhancements.

Environmental Review (CEQA)
The proposed project….  (select the appropriate answer):
☐ Is not a project under CEQA. Briefly specify why in the box below. ☐ Is exempt under CEQA. Provide the CEQA exemption number and specify how the project meets the terms of the exemption in the box below. ☒ Requires Neg Dec, MND, or EIR. Specify the lead CEQA ag ency (the agency preparing the document) and the (expected) completion date in the box below. Please note that WCB will need to review and approve any CEQA document. For more information on CEQA, visit: http://ceres.ca.gov/topic/env_law/ceqa/flowchart/index.html.

The City and its consultant(s) will complete a supplemental EIR to the CEQA NOD of the Parkway Plan in year 2024. Sacramento County will be the lead CEQA agency.

Other Funding Sources
Please list all of the sources of cost share. Please indicate if other funding sources have been secured or are pending (applied for but not yet awarded).

Source  Amount ($)  Status ‐ Secured
/ Applied for
Local – City of Rancho Cordova  $50,000  Secured
TOTAL  $50,000  Secured
Add or delete rows as necessary.

ITEM 9.8.

ATTACHMENT 2

Wildlife Conservation Board  Page 5
Pre‐application
Maps/Photographs
Attach location maps, designs, plans, engineering drawings, color photographs, etc., to help describe your proposal. Label photos with a one sentence description.

Location Map of the American River Trails Enhancement Project in Rancho Cordova, CA, based on the City’s online interactive Trail Enhancement Map (arcgis.com).

ITEM 9.8.

ATTACHMENT 2

Wildlife Conservation Board  Page 6
Pre‐application

Image generated from the DAC Mapping Tool to show the project area located in a Disadvantaged Community in the City of Rancho Cordova.

ITEM 9.8.

ATTACHMENT 2

Wildlife Conservation Board  Page 7
Pre‐application
Image generated from CalEnviroScreen 4.0 to show the project area located in Census Tract 6067008913 and its overall percentiles.

ITEM 9.8.

ATTACHMENT 2

Wildlife Conservation Board  Page 8
Pre‐application
Existing trail that requires a smooth dirt and
gravel surface, section leveling and removal of
cobbles [Left]
Existing trail that requires gravel fill, section
grading, and dirt & gravel surface [Right].

This
is one of many dredger tailings in the
Rossmoor Bar Area
and a potential location for
informational signage [Left].

Deer sightings are a common occurrence in the
American River Parkway as seen from an
unimproved hiking trail [Right].

ITEM 9.8.

ATTACHMENT 2

Wildlife Conservation Board  Page 9
Pre‐application
A view of the majestic Lower American River
as seen from an unimproved hiking and
running trail [Above].

Existing trail that requires light clearing, removal of dead fallen
tree, and a smooth dirt & gravel surface
[Above].

From El Manto Dr., pedestrian access to the trailheads (indicated by the yellow posts) does not meet ADA standards [Above].

ITEM 9.8.

ATTACHMENT 2

GAVIN NEWSOM, Governor
NATU

RAL RESOURCES AGENCY

DEPARTMENT OF FISH AND WILDLIFE

WILDLIFE CONSERVATION BOARD
Mailing Addre
ss: P.O. Box 944209
Sacramento, California 94244-2090
www.wcb.ca.gov
(916) 445-8448
EMAIL SUBJECT: WCB INVITATION TO SUBMIT A FULL APPLICATION Dear Jesse Yabes:

Thank you for submitting a Pre-application to the Wildlife Conservation Board (WCB) for the American River Parkway Trail Enhancements Project (Project) located in Sacramento
County. Staff reviewed the information provided and would like to invite you to submit a Full Application using the attached form and Budget Worksheet. Under the ADDITIONAL INFORMATION – ONLY AS APPLICABLE section in the Full Application, you will need to answer questions 28, 31, and 34 in addition to questions 1 through 26.

Please note, this invitation does not guarantee your project will be selected for presenting to the Wildlife Conservation Board for funding consideration.

When completing the Full Application, staff recommend the following items be considered and/or adequately addressed to make your proposal more competitive:
 Including natural resource goals and actions into the project, such as planting trees for shade and wildlife habitat, and controlling invasive plant populations in trail areas.  Consulting with local tribal members on interpretive signage on subjects including but not limited to, riparian habitats, grasslands, and existing dredger tailings.  Including at least one ADA compliant trail that leads to the river’s edge.  Closing parallel trails to reduce habitat fragmentation and degradation.  Obtaining a Letter of Support from Sacramento Regional Parks that talks about their involvement with the planning project and how the project may support the American River Parkway Natural Resources Management Plan.

Thank you for your help and interest working with the Wildlife Conservation Board to enhance public access in the Lower American River Parkway. Feel free to contact me by phone or email with any questions.

Sincerely,
Geneva Iversen-Krampitz
Project Manager
ITEM 9.8.

ATTACHMENT 3

GRANT APPLICATION FORM
WCB Grant Application Page 1 Revised March 2023
*NOTE: EVERY QUESTION MUST BE ANSWERED IN ORDER FOR THE APPLICATION TO BE CONSIDERED FOR FUNDING. USE N/A WHERE APPLICABLE.

PROJECT
Project Name:

If applicable, what is the Native American name of your project site? Brief Project Summary (one paragraph):

Total cost (round up to nearest $1,000):

Amount requested from WCB (round up to nearest $1,000):

Start date: Click or tap to enter a date.

End date: Click or tap to enter a date.

Project type (select one):Choose an item.

APPLICANT
Organization name:

Organization type: Other, specify
Primary applicant contact name and title:

Phone:

E-mail address:

Mailing address:

Signatory Name and Title:

LANDOWNER
Organization type: Choose an item.

Primary landowner contact name and title:

Phone:

E-mail address:

Signatory Name and Title:

Signatory Address:

Signatory Email:

STATE ELECTED OFFICIALS
Assembly District Number and Representative (https://www.assembly.ca.gov/):

Senate District Number and Representative (https://www.senate.ca.gov/):

LOCATION
Briefly describe the project location. Identify any previous WCB projects that you are aware of on the site, property or nearby. Describe historic and current land uses.  County(ies):
 Nearest City and Distance To:
 Specific Location (APN or Address):
 Latitude (Decimal Degrees):
 Longitude (Decimal Degrees):
 What is represented by the lat/long coordinates (e.g., center of project site)?:

ITEM 9.8.

ATTACHMENT 4

WCB Grant Application Page 2

BOARD MEETING DATES
Projects must meet readiness standards in order to be considered for funding approval at a board meeting (e.g., CEQA documents must be completed no less than 15 days prior to the board meeting where funding approval may be considered).

Use the following drop-down lists to select which board meeting dates are feasible, not feasible, and preferred from the applicant’s perspective. Note: WCB requires a minimum of three months for due diligence prior to taking any item to the Board.  February: Choose an item.
 May: Choose an item.
 August: Choose an item.
 November: Choose an item.

PURPOSE AND NEED

1. Describe the specific problems (current conditions, limiting factors, etc.), issues, or unserved needs the project will address.

2. Describe the goals and objectives, quantify expected outcomes and benefits of the project.

Be specific.

3. What would happen to the project if no funds were available from WCB? What project opportunities or benefits could be lost if the project is not implemented?

APPROACH

4. Thoroughly describe the full project, the scientific merit of the approach, use of best available science, and methodologies and technologies to be used.

5. Describe the actions required to solve the identified problem(s).

6. Provide a description of how the data and other information generated from the project will be handled, stored, and made publicly available.

7. Provide a detailed workplan as an attachment.

CONSISTENCY WITH STATE, FEDERAL, REGIONAL AND LOCAL PLANS

8. Identify and discuss how the proposed project meets the specific goals, strategic initiatives, and objectives outlined in the WCB Strategic Plan.

9. How does your project support the State’s Pathway’s to 30x30 strategy (https://www.californianature.ca.gov/)?

10. Describe ecosystem benefits, su
ch as restoration or enhancement of rare species habitats, or the protection of priority vegetative communities (macrogroups) identified in the State Wildlife Action Plan and/or CDFW’s Areas of Conservation Emphasis. Describe those benefits and how they alleviate existing ecological problems.

11. Identify any key plan(s) that the proposed project supports or will help achieve its goals. For example, Central Valley Joint Venture 2020 Implementation Plan, 2008 American River Parkway Plan, State Wildlife Action Plan, etc.

DURABILITY AND CLIMATE RESILIENCY

12. Describe how the proposed project will deliver enduring sustainable benefits.

ITEM 9.8.

ATTACHMENT 4

WCB Grant Application Page 3

13. Describe the provisions to maintain the benefits and how long management and maintenance activities will occur. Implementation grants shall require a long-term management plan of the grantee to maintain the improvements for typically 20-25 years.

14. For projects involving restoration or construction, describe a plan for monitoring, evaluating, and reporting project effectiveness. Describe the adaptive management strategies (compiling baseline data, adaptive management strategies, documentation, etc.), if applicable. Who will be responsible for funding and implementing on-going management and monitoring? For planning projects, does the project include development of monitoring and metrics for project success?

15. Describe how the proposed project will provide habitat and/or species resilience to climate change:
a) What are the projected climate impacts? Tools such as CalAdapt and the Department of Fish and Wildlife’s Areas of Conservation Emphasis can aid in identifying climate vulnerabilities and potential resilience in the project area. b) How woul
d the project address tho
se impacts and provide long-term climate
resilience?
c) Will there be net, long-term carbon sequestration benefits from the project, taking into consideration the carbon emissions f
rom construction and vehicle miles traveled to the
site for management and monitoring? How is this evaluated?

16. Are there any protections or restrict ions affecting the project (e.g., utility easements, conservation easements, mineral rights, etc.)?

PROJECT TEAM QUALIFICATIONS

17. Describe the project team’s qualifications, experience, and capacity to perform the proposed tasks to complete the proposed project. Provide specific examples of similar projects completed to date.

PROJECT READINESS

18. Are the environmental documents complete and all required State, federal and local permits for the projects obtained? If not, what is the anticipated date for completion.

19. For implementation projects: is the project shovel-ready? If yes, describe.

For planning projects, will the planning project result in an implementation-ready project? If yes, describe.

20. A CEQA determination is required prior to WCB approval. What is the status of CEQA for the proposed project?
a) If complete, what document was prepared?
Provide the
State Clearinghouse Number and a copy of the NOD or
NOE, and
associated CEQA document.
b) If using a CEQA exemption, specify which exemption(s) apply and the basis for this determination.
c) If CEQA is not complete, specify who is the “lead agency” under CEQA, status of the CEQA documents, what documents are under consideration, and when the documents will be submitted to the State Clearinghouse.

For more information on CEQA, visit the Governor’s Office of Planning and Research CEQA page.

ITEM 9.8.

ATTACHMENT 4

WCB Grant Application Page 4

21. Using the WCB Budget template, provide a complete line-item budget for the proposed project. Submit budget electronically along with the application. Budget tasks should be consistent with the work plan tasks and sufficiently detailed to describe project costs. Ensure all tabs are completed including the cost share tab. Justification must be provided for costs to ensure that they are cost effective and appropriate to the work proposed.

COMMUNITY SUPPOR

T AND COLLABORATION

22. Does the project have broad-based public and institutional support, at the local, regional, or larger scale? Describe efforts to include stakeholders in project planning, design, outreach/education, implementation, monitoring, and maintenance.

23. a) Is the Project Area in a Severely Disadvantaged Community (SDAC)? Use the DWR Disadvantaged Communities Mapping Tool. Select one Choose an item. b) Is the Project in an area mapped as being between the 75 th and 100th percentile in CalEnviroScreen? Select one Choose an item.

24. Will the project benefit or serve severely disadvantaged or climate vulnerable communities? If yes, describe services and/or benefits provided.

25. Will the project include work undertaken by the California Conservation Corps or a Local Conservation Corps?

26. Describe which tribe(s) were consulted for this project, the outcome, and any on-going discussions.

ADDITIONAL INFORMATION - ONLY AS APPLICABLE

27. Use of Herbicide: If the proposed project will use herbicides, complete the Herbicide Questionnaire

28. Planning Projects: For planning projects, describe potential or secured funding for project implementation.

29. Groundwater Sustainability Plan: Is the proposed project located within a medium or high priority groundwater basin and what is the status of the Groundwater Sustainability Plan?

30. Stream Flow: Projects must measurably enhance stream flows (a change in the amount, timing, and/or quality of the water flowing down a stream, or a portion of a stream, to benefit fish and wildlife) at a time and location necessary to provide fisheries or ecosystem benefits that improve upon existing flow conditions, are measurable, and significant, in that they help alleviate a limiting factor.
a) How significant is the anticipated stream flow enhancement in the context of the stream’s current (pre-project) flow regime? Will the limiting factor be eliminated or reduced and by how much?
Provide analysis and documentation to
demonstrate the significance of expected stream flow benefits and the likelihood that anticipated outcomes will be realized.
b) Quantify to the best of your ability the stream flow benefits anticipated from successful completion of the project (i.e. length of stream improved, flow enhancement in cfs, water quality improvements, as applicable). c) If applicable, please complete and attach the Water Rights Supplemental Questionnaire.

ITEM 9.8.

ATTACHMENT 4

WCB Grant Application Page 5

31. Lower American River Parkway Project: Select the primary goal of the project Choose an item.. If other, please describe.
a) Lower American River Parkway Project: Is the project area within the American River Parkway boundary? Choose an item. If other, please describe. b) Lower American River Parkway Project: For projects that are completely or partially within the American River Parkway boundary, what is the Land Designation and what Area Plan is the project within? See the 2008 American River Parkway Plan. c) Lower American River Parkway Project: Explain how the project is compatible and consistent with the 2008 American River Parkway Plan.
d) Lower American River Parkway Project: Explain how the project advances the goals and objectives of the 2022 American River Parkway Natural Resources Management Plan.

32. Inland Wetlands Conservation Program Project: Explain how the project advances habitat and/or species conservation objectives of the Central Valley Joint Venture.

33. Wildlife Corridors: Does the proposed project address wildlife barriers as described in the CDFW’s 2020 Wildlife Movement Barrier Priorities list? What is the proposed project’s location connectivity score based on the California Department of Fish and Wildlife’s (CDFW) Areas of Conservation Emphasis (ACE) Terrestrial Connectivity dataset?

34. Public Access and ADA: Does the proposed project include public access? If so, describe how the project will enhance public access and Americans with Disabilities Act (ADA) accessibility. Be specific (e.g., the project will install one ADA compliant fishing pier, ADA compliant vault toilet, and 2 miles of accessible trails).

By signing this form, I certify that I am authorized to apply for this grant and the information contained in this application and its attachments is true and accurate to the best of my knowledge.

SIGNATURE
Name:

Title:

Date Signed:

END OF APPLICATION

CHECKLIST NEXT PAGE
ITEM 9.8.

ATTACHMENT 4

WCB Grant Application Page 6

CHECKLIST
☐ Application is signed
☐ Budget Template completed
☐ A Payee Data Record (Standard Form 204)
☐ Resolution from applicant’s governing board (Resolution Sample) ☐ CDFW letter of support if on CDFW lands
☐ Support letters. Letters should be current and specific to the proposed project and include contact information of the individual submitting the letter (if available). ☐ Project location maps
☐ Regional map – clearly identify project location in relation to prominent area features ☐ Site-scale map – clearly delineate project site and boundaries on an appropriately scaled map
☐ Representative photographs showing project area and specific problems and issues the project is addressing
☐ Detailed project drawing showing relevant features of the proposed project. Include engineering design drawings, if available
☐ GIS, Arcmap, KMZ, KML shapefiles, if available
☐ Land Tenure/Site Control/ Landowner Access agreements or templates that cover the life of the project (typically 20-25 years).
☐ Workplan: Provide a workplan. Workplan examples
☐ Management Plan: Provide a management plan. Management Plan examples ☐ Project Timeline: Provide a timeline, Gannt chart, or similar option to show project timelines, milestones, and deliverables.

ITEM 9.8.

ATTACHMENT 4

WCB Grant Application Page 7
Category Evaluation Criteria
Purpose and Need
The extent to which a proposed project warrants action for its need, and how well the goals and objectives meet the needs of the project.

Approach
The extent to which the proposed project’s approach seem likely to result in a successful project, how well the approach will meet the goals and objectives, and the appropriateness of the methodologies and technologies.

How well the underlying scientific basis for the proposed work is clearly explained (e.g., does it include a clearly articulated conceptual model, if applicable) and is it based on the best available science.

Consistency with
State, Federal,
Regional and Local
Plans
The extent to which the proposed project meets initiatives, goals, or objectives for WCB’s Strategic Plan, the State Wildlife Action Plan, or other State, federal, regional, or local plans.

Durability and Climate
Resiliency
The extent to which the project benefits will be maintained over time. The extent to which the application addresses a project’s ability to improve climate resilience in fish, wildlife, water, habitats, and infrastructure.

Project Team
Qualifications
The extent to which a proposal demonstrates that the project team, and any partnership as appropriate, has the appropriate experience, facilities, equipment, and capacity to successfully perform the proposed tasks.

Project Readiness
The extent to which a proposal demonstrates that access to the property, environmental compliance, permitting, planning, engineering, design, or other necessary preparations for the project are sufficient for prompt project implementation.

Budget
The extent to which a proposed budget and justification are appropriate to the work proposed, cost effective, and sufficiently detailed to describe project costs, and are consistent with the tasks shown in the work plan and schedule. The extent to which a project provides secured federal, State, private, or local cost share. All fund sources must be identified.

Community Support
and Collaboration
The extent to which an application demonstrates that the project has broad-based public and institutional support, engaged in public and stakeholder outreach, and supports local communities.

Additional
Information
Only if Applicable
The extent to which the proposed project addresses the appropriate additional information question. Only questions that are directly related to the proposed project will be evaluated.

ITEM 9.8.

ATTACHMENT 4

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 9.9.

DATE: June 19, 2023

TO: Honorable Mayor and Council Members

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

SUBJECT: A RESOLUTION AUTHORIZING THE PUBLIC WORKS DIRECTOR TO EXECUTE CONTRACT NO. 2023-59 THE SMART CITY MANAGED

SERVICES AGREEMENT WITH SIFI NETWORKS RANCHO
CORDOVA LLC.

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the Public Works Director to execute the Smart City Managed Services Agreement with SiFi Networks Rancho Cordova LLC (SiFi).

BACKGROUND

SiFi is building a privately funded citywide fiber optic system in the City ("System"). The System will provide the infrastructure for gigabit plus speed internet throughout the City. It is the intent of the City and SiFi that all residents, businesses, and institutions in the City will have access to the System.

SiFi will own and maintain the backbone infrastructure, yet it is not an Internet Service Provider (ISP). SiFi leases the fiber lines to ISPs that would in turn offer data service to customers.

Residents and businesses will have the option to continue with their existing ISPs or seek subscriptions with providers who have leased fiber from SiFi and receive a fiber service drop directly into their homes or businesses. A privately funded and managed citywide fiber network is a significant opportunity to strengthen Rancho Cordova’s competitive advantage for retaining and attracting businesses, jobs, and private investment.

SiFi, via the proposed agreement, will provide data services over fiber optic cable connections to City-designated locations. The list of initial locations includes where the City is currently receiving service from a certain ISP. The annual cost of service for the initial service locations is $12,840. The service to be provided by SiFi is expected to be better than the service currently received by the City at the same price. Future locations could include additional City locations, parks, and other potential customers that are not currently receiving service. The agreement will allow SiFi to provide services via their ISP to these service locations (Attachment 3).

City Council Staff Report - Page 2 of 2

This Agreement No. 2023-59 does not prevent other service providers from installing their own citywide fiber optic networks or expanding their existing fiber infrastructure and providing a similar service to the City.

FISCAL IMPACT AND FUNDING SOURCE

Approval of this Agreement would have no impact on the City's General Fund.

ATTACHMENT(S)

1. Resolution

2. Contract No. 2023-59

3. Service Locations

ITEM 9.9. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2023

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

OF CALIFORNIA, AUTHORIZING THE PUBLIC WORKS DIRECTOR TO EXECUTE CONTRACT NO. 2023-59 THE SMART CITY MANAGED SERVICES AGREEMENT WITH

SIFI NETWORKS RANCHO CORDOVA LLC

WHEREAS, the City of Rancho Cordova (City) strives to ensure the availability of the best public services in the region while practicing sound financial management; and WHEREAS, the ever-growing use of technology has made the provision and availability of high-speed internet an essential service for most residents and businesses within the City; and
WHEREAS, the provision of high-speed and reliable internet service assists in the economic development of the City by providing a vital service to help sustain and expand existing businesses, and serves as an important service to assist in attracting new businesses to the City; and
WHEREAS, SiFi Networks Rancho Cordova LLC (SiFi) proposes to build a privately financed citywide fiber optic system that would provide the infrastructure for gigabit plus speed internet service throughout the City, including residences, businesses and other institutions ("System"); and
WHEREAS, the City wishes to receive services to City locations over SiFi’s fiber optics infrastructure for municipal use; and
WHEREAS, the City desires to contract with SiFi to provide data services over fiber optic cable connections to City-designated locations; and

WHEREAS, except for the service locations utilizing SiFi infrastructure and network, the City makes no guarantees or warranties that SiFi will be the exclusive service provider for data services for the City; and
WHEREAS, except for the service locations utilizing SiFi infrastructure and network, the City may receive data services and fiber optic cable connections and enter into agreements to provide the same services from other providers at any point during the Agreement.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the Public Works Director to execute Contract No. 2023-59 the Smart City Managed Services Agreement with SiFi Networks Rancho Cordova LLC, and in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 19th day of June 2023 by the following vote:

AYES:

ITEM 9.9. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 2 NOES:

ABSENT:

ABSTAIN:

ATTEST:

Linda Budge, Mayor

Stacy Leitner, CMC
City Clerk

Smart City Managed Services Agreement
Between
City of Rancho Cordova
And
SiFi Networks Rancho Cordova LLC
Dated June 5, 2023
Contract No. 2023-59
ITEM 9.9.

ATTACHMENT 2

Contents
SMART CITY MANAGED SERVICES AGREEMENT ...............................................................................3 SECTION 1. DEFINITION OF TERMS ..................................................................................3 Section 1.1. Terms .....................................................................................................3 SECTION 2. USE AND MAINTENANCE OF THE SERVICE ....................................................5 SECTION 2.1. SERVICE WILL BE PROVIDED .........................................................................5 Section 2.2. Title; Use and Access of the Service .....................................................5 Section 2.3. Where power is required for Network Terminal Equipment (NTE) to provide service to City facilities or property, .................................................................................................6 Section 2.4. Installation and Connection Costs ..........................................................6 Section 2.5. Term .......................................................................................................6 Section 2.6. Fees and Expenses .................................................................................7 Section 2.7. Maintenance of City Property and Demand Points................................7 Section 2.8. Key Performance Indicators and Service Level Agreements: ...........................................................................................7 Section 2.9. Quality of Services .................................................................................8 Section 2.10. Costs .......................................................................................................9 SECTION 3. INDEMNIFICATION. ........................................................................................9 SECTION 4. CONFIDENTIALITY AND ASSIGNMENT. ........................................................10 Section 4.1. Proprietary Information and Assignment.............................................10 Section 4.2. Assignment of Agreement ...................................................................11 Section 4.3. Assignment by the City ........................................................................11 SECTION 5. CITY’S OBLIGATIONS ..................................................................................13 SECTION 6. ENFORCEMENT OF AGREEMENT ..................................................................13 Section 6.1. SiFi Breach or Default .........................................................................13 Section 6.2. City Breach or Default .........................................................................14 Section 6.3. Reservation of Rights ..........................................................................14 Section 6.4. Limitation of Liability..........................................................................14 SECTION 7. DISPUTE RESOLUTION .................................................................................15 Section 7.1. Dispute Escalation ...............................................................................15 Section 7.2. Non-Binding Mediation .......................................................................16 ITEM 9.9.

ATTACHMENT 2

SECTION 8. MISCELLANEOUS PROVISIONS ....................................................................16 Section 8.1. Authority to Enter Agreement. ............................................................16 Section 8.2. Force Majeure ......................................................................................16 Section 8.3. Notice. ..................................................................................................17 Section 8.4. Entire Agreement .................................................................................17 Section 8.5. Severability ..........................................................................................17 Section 8.6. Governing Law ....................................................................................17 Section 8.7. Modification .........................................................................................17 Section 8.8. No Third Party Beneficiaries ...............................................................17 Section 8.9. No Waiver of Rights ............................................................................18 Section 8.11. No Joint Venture, Partnership or Alter Ego; Independent Contractor ............................................................................................18 Section 8.12. Headings ..............................................................................................18 Section 8.13. Counterparts .........................................................................................18 Section 8.14. No Waiver ............................................................................................18

ANNEX I — KPIS, SLAS AND SERVICE CREDITS
ANNEX II — SERVICES
ANNEX III — CHANGE MANAGEMENT
EXHIBIT A — INITIAL DEMAND POINTS

ITEM 9.9.

ATTACHMENT 2

SMART CITY MANAGED SERVICES AGREEMENT
This Agreement is made this __ day of ___, 2022 (“Effective Date”), between the City of (the “City” ) and SiFi Networks, a Delaware limited liability company (together with its successors and assigns, “SiFi” or “SiFi Networks”) (each sometimes referred to as “Party” and collectively referred to as “Parties”).

RECITALS
WHEREAS, the City , as a Municipal Corporation, wishes to receive Services to City locations over SiFi’s fiber optics infrastructure for municipal use.

WHEREAS, the City desires to contract with SiFi to provide data services over fiber optic cable connections to City designated locations.

WHEREAS, except for the Demand Points utilizing SiFi infrastructure and Network, the City makes no guarantees or warranties that SiFi will be the exclusive service provider for data services for the City.

WHEREAS, except for the Dema nd Points utilizing SiFi infrastructure and Network, the City may receive data services and fiber optic cable connections and enter into agreements to provide the same services from another provider at any point during the Agreement.

NOW, THEREFORE, in consideration of the mutual obligations of the Parties, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties covenant and agree as follows:

SECTION 1. DEFINITION OF TERMS.

Section 1.1. Terms. For the purpose of this Agreement, the following terms, phrases, words, and abbreviations shall have the meanings ascribed to them below. Capitalized terms used in this Agreement that are not defined in this Agreement shall have the meaning ascribed to them in the Development Agreement.
“Agreement” or “MSA” means this written contract between the City and SiFi, including without limitation all exhibits, schedules , appendices, and/or documents referenced herein, and any renewals, extensions or amendments the Parties make to it in accordance with the terms hereof. “Annual Fee” means the annual fee paid by the City for Services. “Boundary” means the jurisdictional boundary limits of the City as of the Effective Date. “Change” means any change to a Service or a New Service, any variation, alteration, modification or enhancement, including but not limited to any increase or decrease of the Scope ITEM 9.9.

ATTACHMENT 2

or the volumes, devices, elements, mix, technologies or vendors included in the Services as set out in Annex II of this Agreement.
“City” or “Customer” means, the City of Rancho Cordova including its officers, employees, agents and volunteers or its lawful successor, transferee, designee, or assignees. “City Council” means the City Council of the City, or any equivalent body. “Core” means the section of the SiFi Networks’ fiber optic network constructed in the Public Way from the interconnect point with the backhaul circuit to a duct or ducts at the boundary of the Drop Location at the edge of the public right of way.
“Commencement Date” means the date of the first Drop connection to the Initial Demand Points.
“Demand Point” means a singular location or object within the City which the City has designated to receive a fiber connection (Drop) under this Agreement. “Drop” means the drop duct and fiber optic cable run from SiFi Networks’ Core network within the public right of way to the Demand Point.
“Drop Location” is the location where a distribution duct crosses from the public right of way to the private right of way where the distribution duct is capped for future use. When a service is required a drop duct is connected to the distribution duct. “Drop Location Wall” means the exterior or interior wall of a Drop Location or if there is no wall then the point at which the fiber optic cable can be terminated. “Future Demand Point” means a singular location or object within the City which the City has designated that they may wish to receive a fiber connection (Drop) under this Agreement in the future.
“Initial Demand Points” means the Demand Points designated by the City and identified in the table in Section 2.4.1 below, which are Demand Points for which City is currently receiving service from third party providers.
“Initial Term” shall have the meaning as set forth in Section 2.5.1. “Monthly Recurring Charge” or “MRC” means the additional monthly recurring charge (“MRC”) payable by City for each new Future Demand Point that the City requests.

“Network” means the SiFi Networks fiber optic network that is designed to support the delivery of Service to City Demand Point City locations. “Network Terminal Equipment” means a device installed at a City premises to connect City’s data or telephone equipment to SiFi Networks’ fiber optic network.

ITEM 9.9.

ATTACHMENT 2

“NTE” means network terminal equipment.
“New Services” means any Service not defined in Annex II and/or as further described in Annex III of this Agreement.
“ONT” or “Optical Network Terminal” means an NTE device that terminates SiFi’s FTTx optical network. .
“OLT or “Optical Line Terminal” means a device which serves as SiFi’s endpoint of the passive optical network which coordinates the multiplexing of the conversion devices on the other end of that network.
“Pass” or “Passes” means constructing or having constructed to the curbside of a Demand Point premise, or t he engineered point at or near a Demand Point from which a Drop is to be connected (at the City’s cost).
“Public Way” shall mean the surface of, and the space below, any now existing or future public street, road, highway, parkway, driveway , freeway, lane, path, court, sidewalk, bridge, alley, boulevard, traffic signal, lamp post, wastewater asset including sanitary and storm systems, public way, or other public right-of-way or easement including, public utility easement, dedicated utility strip, or rights -of-way dedicated for compatible uses and any temporary or permanent fixture or improvement located thereon now or hereafter held by, granted or dedicated to or under the jurisdiction of the City in the City. Public Way shall also mean any easement now or hereafter held by the City within the City for the purpose of public travel, or for utility or public service use dedicated for compatible uses and shall include other easement or rights-of-way. “Related Documents” means this Agreement and any exhibits, schedules, instruments or agreements relating thereto, as the same may be amended, modified or supplemented in accordance with the terms thereof and hereof.
“Renewal Term” shall have the meaning as set forth in Section 2.5.1. “Services” means the services set out in Annex II of this Agreement as amended from time to time by the Change Management Procedure.
“Scope” means the scope of Services under this Agreement as further defined in Annex II of this Agreement.
“SiFi” and “SiFi Networks” shall have the meaning as set forth in the preamble above. “Term” shall have the meaning as set forth in Section 2.5.1.

SECTION 2. USE AND MAINTENANCE OF THE SERVICE
SECTION 2.1. SERVICE WILL BE PROVIDED to designated Initial Demand Points and Future Demand Points as described in Sections 2.4.1 and 2.4.2, respectively.

ITEM 9.9.

ATTACHMENT 2

Section 2.2. Title; Use and Access of the Service. Title to the Network and all SiFi provided equipment shall be held by and remain in SiFi at all times during and after the Term of this Agreement. The City is granted the exclusive right to use and access the Service at the Initial Demand Points and Future Demand Points for all municipal communications purposes within the City, including, but not limited to, voice, data and internet service for some City governmental functions. “Municipal communications purposes” for the purpose of this Section shall include activities conducted at all pu blic entities, including those public entities serving areas outside of the City limits and any activities conducted by a non-profit corporation which rents or leases space from the City located at any Initial or Future Demand Point. Municipal communications purposes shall not include activities conducted by any private for-profit entity that rents or leases space from the City located at any Initial or Future Demand Point. The City is not permitted to use the Service directly or indirectly , for any commer cial or retail purposes that may compete with the services provided by SiFi.

Section 2.2.1. The City may subcontract the use and access of the capacity granted to the City described in this Section 2.2 with the prior written consent of SiFi, which may not be unreasonably withheld, delayed, or conditioned, so long as it does not alter any of the obligations of the City herein. The City is no t permitted to use the Service, directly or indirectly , for any commercial or retail purposes that may compete with the services provided by SiFi.

Section 2.3. Where p ower is required for NTE to provide service to City facilities or property, the City will be responsible for providing the electrical connection to the NTE and the City will be responsible for costs required to supply electric power needed thereto. Subject to the foregoing, SiFi will be responsible for providing the City, at the City’s cost, NTEs only at the Future or Initial Demand Points that are compatible with SiFi’s fiber to the premise network throughout the City. If required, SiFi shall be responsible for installing and pr ocuring NTEs but applicable charges will be invoiced to and paid by the City for the connection of each Future Demand Point and the City shall be responsible for paying the same in full within thirty (30) days of the City’s receipt of the invoice.

Section 2.4. Installation and Connection Costs.

Section 2.4.1 Initial Demand Points
The City’s Initial Demand Points are listed in the table attached as an Exhibit A hereto. SiFi will undertake to terminate into the NTE / fiber patch panel from the Core up to the Drop Location Wall. This shall be the full extent of SiFi’s duty, at its own cost, to Drop up to the Initial Demand Point Location Wall. For those locations with no physical buildings or objects to drop the service to a wall, SiFi shall bring fiber into the property and place a duct on the property for future connection. City hereby represents that (i) City currently has 10 Initial Demand Points, and the annual costs City is currently paying for, or the value of such, similar services received from third party providers to those Initial Demand Points is $12,840 (“Initial Demand Points Budget”). The City will provide in writing to SiFi the detailed address, common name, service description, speed, and annual spend for each Initial Demand Point as provided for in Section 8.3.

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Section 2.4.2 Future Demand Points
Prior to commencement of construction of the Network, City will provide in writing to SiFi the detailed address, common name, service description requested, speed request, and Annual Spend for each initial Future Demand Point as provided for in Section 8.3. When connections are required to be made at any additional Future Demand Points or after construction of the Network is completed, SiFi shall provide an estimate of the cost and, if City agrees, SiFi will undertake the construction to connect each such additional Future Demand Points to the distribution point and shall invoice the City for the cost related to all such connections.

Section 2.4.3 Invoicing and Payments.

Commencing on the Commencement Date and provided the Services are fully operational for the connected Demand Points, SiFi shall invoice and City shall pay SiFi within thirty (30) days (i) the Initial Demand Points Budget which will be payable annually on June 30 of each year of the Agreement as corresponds to the City’s fiscal year calendar and in advance by City to SiFi, (ii) on a monthly basis and in advance the monthly recurring fees, provided that the initial invoice will include a prorated portion of the initial month ’s monthly recurring fees in arrears (“MRC”) for each Future Demand Point made available to the City in accordance with the table below, and (iii) the applicable one-time installation costs for each Future Demand Point, if any, per Section 2.4.2.

City shall not be obligated to pay monthly fees for Initial Demand Points until such time as Initial Demand Points are connected and operational with the Services contemplated herein, and not as of the Effective Date of this Agreement. Monthly fees for Initial Demand Points shall be limited to One Thousand Seventy Dollars ($1,070).

Number of Demand Points
Requested During Construction
up to Substantial Completion
Future Demand Point
MRC, Per Location
Purchased Within 10 years
(120 months) of
Agreement Effective Date
Future Demand Point MRC,
Per Location Purchased
After 10 years (121 months)
of Agreement Effective Date
1-500 $35 MRC $75 MRC
501-1000 $35 MRC $65 MRC
1001-2000 $30 MRC $55 MRC
2001+ $25 MRC $45 MRC
* The MRC’s above shall increase on an annual basis beginning on the first (1st) anniversary of the Commencement Date and thereafter at a rate of 2% minimum or 5% maximum per annum based on the previous year’s Consumer Price Index for the San Francisco Area as reported by the United States Department of Labor Bureau of Labor Statistics.

SECTION 2.5. TERM.

Section 2.5.1. The term of this Agreement shall commence on the Effective Date, and renew upon mutual agreement at the start of each fiscal year for and expire at midnight on the date that ITEM 9.9.

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is twenty (20) years from the Commencement Date (“Initial Term”), subject to earlier termination set forth in Section 6. Following the Initial Term, the Term shall renew upon mutual agreement for one additional term of ten (10) years commencing on the twentieth (20th) anniversary of the Commencement Date (“Renewal Term,” and, collectively with the Initial Term, the “Term”) subject to earlier termination set forth in Section 6. Nothing in this section shall impair or diminish the City’s non-appropriation rights as set forth in this Agreement.

Section 2.6. Fees and Expenses. Except as e xpressly set forth herein, each Party shall bear and be responsible for all of its own costs, fees and expenses incurred in executing and performing this Agreement and the other Related Documents.

Section 2.7. Maintenance of City Property and Demand Points Section 2.7.1. Maintenance, repair and operation of the Drop shall be performed by SiFi and/or contractors approved by SiFi.

Section 2.7.2 SiFi does not have any duty or obligation to upgrade or improve the Services or any of its active electronics hardware parts except as necessary to maintain performance of Services at the standard indicated by this Agreement and any other Key Performance Indicators. , In the even t of equipment failure covered by guarantee or warranty , SiFi will use commercially reasonable efforts to collect on such guarantees or warranties. The City, at its sole cost, may make upgrades and improvements to any of its component parts with the prior written consent of SiFi.

Prior to seeking SiFi’s consent, the City shall provide SiFi with details of the upgrades including, without limitation, the identity and specifications for all parts to be installed required for the provision of the Services. SiFi shall have a duty and obligation to provide upgrades or maintenance to all cabinets and fiber as necessary to perform the Services to the standard indicated by this Agreement and any other Key Performance Indicators that may apply. The duty to perform such upgrades is limited to those required to maintain the level of Services required under this Agreement and shall not be construed to obligate SiFi to exceed such a level of Services.

Section 2.8. Key Performance Indicators and Service Level Agreements:

Section 2.8.1. Compliance with the performance of the Services will be measured by Key Performance Indicators (“KPIs”) which may include agreed Service Level Agreements (“SLAs”) as further described in Annex I attached hereto . Each KPI is defined by a Target Level, a High Target Level, Low Target Level, Critical Target Level and a Target Zone as further defined in Annex I – KPIs, SLAs and Service Credits.

Section 2.8.2. The Parties have agreed upon i nitial KPIs to measure SiFi Networks’ compliance with the agreed Service levels as from the date the Services have initially be en provided. Such KPIs and the related SLAs are set out in Annex I – KPIs, SLAs.

Section 2.8.3. Initial KPIs shall be measured as from the date the Services have initially been provided; provided that, for the nine (9) months following Service delivery SiFi Networks shall not be in breach of contract for failure to achieve any applicable KPI during such period; ITEM 9.9.

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provided further that with respect to each remaining Future or Initial Demand Point complete d after Service has initially been provided, during the nine (9) months following completion of such Future or Initial Demand Point SiFi Networks shall not be in a breach of contract for failure to achieving any applicable KPI with respect to the just comp leted Future or Initial Demand Point during such period. Such KPI’s shall be mutually adjusted by the Parties prior to the end of the latest such nine (9) month period if any KPI’s are determined to be not achievable; however, until such adjustment and finalization of the KPIs has been agreed between the Parties, SiFi Networks shall remain not liable for achieving any applicable KPIs.

Section 2.8.4. In addition to the agreed initial KPIs and related SLAs the Parties may agree upon new KP Is at any time during the Term, including but not limited to any Change or introduction of New Services.

Section 2.8.5. For n ew KPIs or for any modification of a KPI after the adjustment and finalization of the KPIs (as described in Section 2.8.3), Annex III hereto and Section 2.8.6 of this Agreement shall apply.

Section 2.8.6. For each new KPI, a grace period of 12 (twelve) months or any other period as agreed between the Parties and set out in Annex I – KPIs, SLAs shall apply during which such new KPIs shall be measured, and SiFi Networks shall not be in a breach of contract if not achieving these respective new KPIs. After the grace period, the Parties shall mutually agree upon the final definition of the new KPIs in writing as an addendum to this Agreement. No new KPI shall be binding unless a mutual agreement has been executed by the Parties.

The Parties may agree upon new KPIs and related SLAs for any Change or New Service in accordance with Annex III to this Agreement. Sections 2. 8.5 and 2.8.6 shall apply for such new KPIs.

Section 2.8.7. SiFi Networks shall provide the City with a monthly report on the performance of the Services as agreed in Annex I – KPIs, SLAs. In no event shall the reporting interval be more frequent than monthly intervals.

Section 2.8.8. Any exclusions and/or excepti ons affecting the KPI results as defined in Annex I– KPIs, SLAs shall be excluded from these KPI results. SiFi Networks shall provide a written report to the City referring to the applied exclusions and/or exceptions as defined in Annex I – KPIs, SLAs in order to enable a verification of the applied exclusions and/or exceptions by the City.

Section 2.9. Quality of Services.

Section 2.9.1. SiFi Networks shall perform the Services at all times exercising that degree of skill, diligence, pr udence and foresight which could reasonably be expected from a skilled, reasonable and experienced provider of such Services under similar or same circumstances.

Section 2.9.2. SiFi Networks shall support the further development of the quality of the Network as agreed in writing between the Parties from time to time.

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Section 2.9.3. Notwithstanding SiFi Networks’ obligations as set out in Section 2.9.1, the City shall perform its obligations under this Agreement exercising that degree of skill, diligence, prudence and foresight reasonably necessary for it to meet all of its obligations under this Agreement, as well as not to adversely impact the performance of th e Service to be rendered by SiFi Networks and to ensure SiFi Networks may perform its Service as agreed in this Agreement.

Section 2.10. Costs to adapt City property.

All costs incurred by SiFi to adapt , as needed, the C ity’s properties and facilities or any Demand Points for the provision of a service or SiFi’s Service delivery environment shall be borne by the City in line with Section 2.4.2.

SECTION 3. INDEMNIFICATION.

Section 3.1. SiFi shall indemnify , defend, and hold harmless the City, its officers, officials, employees, agents, and other representatives from and against any and all claims, damages, liabilities, costs and expenses, including attorney fees, incurred in any action or proceeding arising from or in connection with (a) the breach or alleged breach by SiFi of any of its representations or warranties or any material provisions of this Agreement; (b) the violation or alleged violation by SiFi of any applicable federal, state or local laws, ord inances, rules or regulations; provided, however, that the City shall promptly notify SiFi of any such claim or litigation; or (c) any action or inaction taken by SiFi in the performance of this Agreement. Such indemnification shall include indemnificatio n for alleged intellectual property infringement by SiFi or by City relating to this Agreement. Notwithstanding the foregoing, the failure to provide such prompt notice shall diminish SiFi’s indemnification obligations only to the extent SiFi is actually prejudiced by such failure.

Section 3.2. The City shall indemnify , defend, and hold harmless SiFi and its officers, directors, equity owners, employees and other representatives (collectively, the “Representatives”)) from and against any and all claims, damages, liabilities, costs and expenses, including attorney fees, incurred in any action or proceeding arising from or in connection with (a) the breach or alleged breach by the City of any of its representations or warranties or any material provisions of this Agreement; or (b) the violation or alleged violation by the City of any applicable federal, state or local laws, ordinances, rules or regulations; provided, however, that SiFi shall promptly notify the City of any such claim or litigation. Notwithstanding the foregoing, the failure to provide such prompt notice shall diminish the City’s indemnification obligations only to the extent the City is actually prejudiced by such failure.

Section 3.3. In any case in which indemnification is sought hereunder:
(a) At the indemnifying party’s option, the indemnifying party may assume the handling, settlement or defense of any such claim or litigation. If the indemnifying party assumes the handling, settlement or defense of any such claim or litigation, the party to be indemnified shall cooperate in the defense of such claim or litigation, and the indemnifying party’s obligation with respect to such claim or litigation shall be limited to holding the indemnified party harmless from any final judgment rendered on a ccount of such claim or settlement made or ITEM 9.9.

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approved by the indemnifying party in connection therewith, and expenses and reasonable attorneys’ fees of the indemnified party incurred in connection with the defense of such claim or litigation prior to the assumption thereof by the indemnifying party or after the assumption thereof by the indemnifying party but only when such expense and fees are necessary to protect the indemnified parties interest, and any reasonable out-of-pocket expenses for performing such acts as the indemnifying party shall request. If the indemnifying party does not assume the handling, settlement or defense of any such claim or litigation, the indemnifying party shall, in addition to holding the indemnified party harmless from the amoun t of any damages awarded in any final judgment entered on account of such claim, reimburse the indemnified party for reasonable costs and expenses and reasonable attorneys’ fees of the indemnified party incurred in connection with the defense of any such claim or litigation; and
(b) The party seeking indemnification shall fully cooperate with the reasonable requests of the other party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any such claim.

Section 4. CONFIDENTIALITY AND ASSIGNMENT.

Section 4.1. Proprietary Information and Assignment.

Section 4.1.1. Treatment of Confidential and Proprietary Information . Subject to local, state and federal law, the City agrees that, without the prior written consent of SiFi, technical specifications, system design, pricing, as -builts, project schedules and project reports (“SiFi Confidential Information” or “SCI”), shall be kept confidential and shall not be disclosed to any individuals or entities other than the City’s authorized representatives, staff and consultants , in each case who have agreed to abide by the terms of this Section 4.1.1 with regard to such SiFi Confidential Information except as required by law. In the event the City is required by applicable law to disclose any of the SiFi Confidential Information, the City agrees to provide SiFi Networks with prompt notice of such requirement and the opportunity to challenge the requirement to disclose such SiFi Confidential Information at SiFi’s sole expense and, in the event such challenge is unsuccessful or does not occur within the limited timeframes provided by law , the City shall furnish only that portion of the SiFi Confidential Information which it is advised by opinion of the City Attorney that is legally required . SiFi will minimize any SiFi Confidential Information provided to City. All such SCI will be explicitly labeled as such in writing. Whenever possible, SiFi will retain and not leave with City such SCI where it is not absolutely necessary to do so in order to carry out the terms of this Agreement . City will not be liable to SiFi for any release of SCI which City is required to make, under the re asonable sole opinion of City’s legal counsel, pursuant to any federal, state, or local policy, rule, regulation, law, ordinance , or pursuant to a subpoena or other legal process.

Section 4.2. Assignment of Agreement. SiFi shall have the right to assign, novate, sell, encumber, or transfer this Agreement, or any part thereof. Upon any such assignment or novation, SiFi shall be released from all obligations and liabilities under this Agreement from and after the date of such assignment but not until City is in receipt of a fully executed copy of the document evidencing such assignment, sale or transfer and indicating the assignee’s/purchaser’s/transferee’s assumption of SiFi’s performance duties, liabilities, and obligations under this Agreement. To ITEM 9.9.

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illustrate the foregoing Assignment provision, in order to finance construction, installation, operations and other related matters, SiFi and/or its project partners reserve the right to grant security interests in the Network to one or more third parties. Notwithstanding anything to the contrary in this Agreement, SiFi, and/or its project partners, may assign, mortgage, pledge, hypothecate, or otherwise transfer without consent of any kind its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom SiFi and/or its project partners (1) has obligations for borrowed money or in respect of guarantees thereof , (2) has obligations evidenced by bonds, debentures, notes or similar instruments, or (3) has obligations under or with respect to letters of credit, bankers ’ acceptances or similar facilities or in respect of guarantees thereof. There shall be no restrictions on the ability of SiFi and/or its project partners to assign this Agreement or any other Related Document freely without the consent of any party. The City, at the request of SiFi, shall execute such further instruments, acknowledgments, subordinations and estoppel agreements as may be required in connection with SiFi Network’s financings or that of its project partners and in any event granted within fourteen (14) calendar days after request therefor.

Section 4.3. Assignment by the City. The City shall not have the right to assign, transfer, pledge or delegate its interest in this Agreement without SiFi Network’s express prior written consent which shall not be unreasonably withheld, conditioned, or delayed and in any event shall be granted or denied in writing within thirty (30) calendar days after request therefor, or if the SiFi Networks fails to respond within thirty (30) calendar days after request, shall be deemed to be approved by SiFi Networks. In the event SiFi Network provides written consent to an assignment or transfer by the City, such assignment sha ll expressly require that any assignee or transferee hereunder: (1) assumes all of the City’s obligations under this Agreement; and (2) in the reasonable judgment of SiFi, possesses sufficient financial, managerial and technical capacity to perform under the terms and conditions of this Agreement and the other Related Documents . An assignment, transfer, pledge or delegation of the City’s interest in this Agreement in violation of this Section 4.4, at SiFi’s option, shall be void, or, give SiFi, in its sole discretion , the right to terminate this Agreement.

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Section 5. CITY’S OBLIGATIONS.

In addition to all other duties and obligations contained elsewhere in this Agreement, the City has the following duties and obligations:
(a) Provide a single point of contact (“SPOC”) for SiFi, which SPOC will be responsible to address all issues related to this Agreement, providing coordination across, and liaison with, the City departments, and serving as a communication and troubleshooting resource for SiFi.
(b) Offer the full cooperation of all the City departments with respect to relevant issues with respect to this Agreement. Such cooperation will be supervised by the SPOC.
(c) Participate in regular status meetings for the coordination of all matters related to this Agreement and the other Related Documents. Such regular status meetings shall be held no more than twice annual ly, except for during construction of the network, during which time, status meetings shall be held as often as needed as mutually agreed upon by the Parties.
(f) From time to time hereafter, the City, in furtherance of its obligations under this Agreement, will execute and deliver such additional written instruments, certificates or documents, and will take all such actions as the SiFi may reasonably request for the purposes of implemen ting or effectuating the provisions of the Related Documents to which the City is a party or for the purpose of more fully perfecting or renewing the rights of the SiFi with respect to the rights, properties or assets subject to such documents (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the City which may be deemed to be a part thereof). Upon the exercise by the SiFi of any power, right, privilege or rem edy pursuant to the Related Documents to which the City is a party which requires any consent, approval, registration, qualification or authorization of any governmental authority or instrumentality, the City will, to the fullest extent permitted by law, execute and deliver all necessary applications, certifications, instruments and other documents and papers that the SiFi may be required to obtain for such governmental consent, approval, registration, qualification or authorization, at SiFi’s sole expense.

Section 6. ENFORCEMENT OF AGREEMENT. TERMINATION.

Section 6.1. SiFi Breach or Default . In the event the City believes that SiFi has not complied with the material terms of this Agreement, the City shall promptly notify SiFi in writing with specific details regarding the exact nature, if known, and if the exact nature is not known, the general nature of the alleged noncompliance or default. The procedures and response times set forth in this Section shall not apply to failures to comply with SLAs . Procedures and associated response times for failure to comply with SLAs are set forth in Annex I section 2.15 of this Agreement.

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Section 6.1.1. SiFi’s Right to Cure or Respond. Subject to Section 8 and Section 9.2, SiFi shall have forty-five (45 ) days (or such longer period described in Section 7.1.2.(iii) below or Section 9.2 below) from its receipt of the City’s notice described in Section 7.1 above:
(a) to respond to the City, contesting the assertion of noncompliance or default. (b) to cure such default; or
(c) In the event that, by nature of the default or noncompliance, such default or noncompliance cannot be cured within the forty-five (45) day period, to initiate reasonable steps to remedy such default and notify the City of the steps being taken and the projected date that they will be completed.

Section 6.1.2. Enforcement by the City for SiFi Breach . After the City complies with its obligations in Section 6.1 above and if SiFi fails to cure any noncompliance or default within the forty-five (45) day notice period, or if such a cure is not possible within forty-five (45) days pursuant to Section 6.1.1(c) above and SiFi has failed to take reasonable steps to remedy the noncompliance or default as required by Section 6.1.1(c) above, the City may:
(i) Seek specific performance or seek other equitable relief. (ii) Seek contractual damages from SiFi; or
(iii) In the event no cure of any kind is provided or commenced within a period of sixty (60) days following expiration of the cure period set forth in Section 6.1.1, the City may terminate this Agreement by written notice to SiFi.

Section 6.1.3. Reservation of Rights. Except for any rights it explicitly waives in this Agreement, the City reserves all legal and equitable rights it may have to enforce this Agreement.

Section 6.2. City Breach or Default . In the event SiFi believes that the City has not complied with the material te rms of this Agreement, it shall promptly notify the City in writing with specific details regarding the exact nature of the alleged noncompliance or default.

Section 6.2.1. City’s Right to Cure or Respond . Subject to 7 below, the City shall have forty-five (45) days from its receipt of SiFi’s notice described in Section 6.2 above:
(a) to respond to SiFi, contesting the assertion of noncompliance or default; (b) to cure such default; or
(c) in the event that, by nature of the noncomp liance or default, such noncompliance or default cannot be cured within the forty-five (45) day period, to initiate reasonable steps to remedy such default and notify the City of the steps being taken and the projected date that they will be completed.

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Section 6.2.2. Enforcement by SiFi for City Breach. After SiFi complies with its obligations pursuant to Section 6.2 above and if the City fails to cure any noncompliance or default within the forty-five (45) notice period, or if such a cure is not possible within forty-five (45) days pursuant to Section 6.2.1(c) above and the City has failed to take reasonable steps to remedy the noncompliance or default as required by Section 6.2.1(c) above, SiFi may:
(i) Seek specific performance or other equitable relief; (ii) Seek damages from the City (which are limited in all events to the amounts actually paid in the prior calendar year to SiFi); or
(iii) Terminate this Agreement by sending written notice to the City if the City has failed to:
(a) pay amounts due pursuant to this Agreement;
(b) maintain, repair, operate and ensure any City property, Public Ways, City furniture, City Premises, Ultimate Demand Points or Initial Demand Points as required by this Agreement, or keep such City property, Public Ways, City furniture, City Premises Ultimate Demand Points or Initial Demand Points in good working order and capable of supporting the Services or any combination thereof consistent with current fiber optic industry standards and specifications as required by this Agreement; or
(c) Comply with or perform any other material term of this Agreement.

Section 6.2.2.4. Termination. Either party may terminate this Agreement without cause upon no less than 365 day written notice of intent to terminate. In the event either SiFi or the City terminates this Agreement, for any reason, the City shall promptly provide to SiFi all maintenance and repair records for the Services in the City’s possession or control.

Section 6.3. Reservation of Rights . Except for any rights it explicitly waives in this Agreement, SiFi reserves all legal and equitable rights it may have to enforce this Agreement.

Section 6.4. Limitation of Liability . Except for a breach of confidentiality obligations , in no event will either party be liable to the other party for any indirect, consequential, special, incidental, reliance, or punitive damages o f any kind or nature whatsoever. Each Party hereby releases the other party, its subsidiar ies and affiliates, and their respective trustees, officers, directors, managers, employees, and agents, from any such claims.

Section 7. Dispute Resolution.

Section 7.1. Dispute Escalation. As to any dispute which is not resolved in the ordinary course of business, SiFi and the City may first attempt in good faith to promptly resolve such dispute by negotiations between their respective representatives. Either SiFi or the City may escalate, as described in this Section 7.1 and Section 7.2, by delivery of written notice of the ITEM 9.9.

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dispute (“Dispute Notice”) to the other. Not later than thirty (30) days after delivery of the Dispute Notice, a representative with authority to settle the dispute shall meet with the other party ’s designated representative with authority to settle the dispute at a reasonably acceptable time and place, and thereafter as s uch representatives deem reasonably necessary. The executives shall exchange relevant information and endeavor to resolve the dispute. Prior to any such meeting, each party ’s representatives shall advise the other as to any individuals who will attend su ch meeting with the representative. In the event that the parties are unable to resolve the dispute in the above -described manner within thirty (30) days after the initial meeting between representatives, then the parties may resolve any dispute arising o ut of or relating to this Agreement, or the parties’ respective rights and duties hereunder, by and through the institution of legal proceedings in the United States District Court for the Eastern District of California, or if there is no federal court jur isdiction, the state courts of Sacramento County, California. All negotiations pursuant to this Section shall be confidential and treated as compromise negotiations for the purposes of Rule 408 of the Federal Rules of Evidence and any other similar law or rule of evidence that is applicable.

Section 7.2. Non-Binding Mediation. Notwithstanding Section 8.1, prior to resorting to litigation but after the meeting between the representatives described in Section 8.1, both parties may, at the sole option of each, jointly submit any dispute arising under this Agreement to non-binding mediation. Both parties shall agree on the mediator and in the absence of any such agreement, both parties shall nominate one (1) mediator, and the final mediator shall be selecte d from the nominated mediators by virtue of a game of chance. All negotiations pursuant to this Section shall be confidential and treated as compromise negotiations for the purposes of Rule 408 of the Federal Rules of Evidence and any other similar law or rule of evidence that is applicable.

Section 8. Miscellaneous Provisions.

Section 8.1. Authority to Enter Agreement. Each party hereby represents and warrants to the other that (i) it has full power and authority to enter into and perform this Agreement, (ii) it has taken all necessary action to execute, deliver and perform this Agreement and (iii) this Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or similar laws of general applicability relating to or affecting the rights of creditors and to the availability of equitable remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Section 8.2. Force Majeure. SiFi shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; pandemics, riots; interruptions; major and extended loss or malfunctions of utilities; computers (hardware or software) or communications service; strikes or labor disputes; acts of military authority. If SiFi shall be unable to carry out the wh ole or any part of its obligations under this Agreement by sole reason of a force majeure event and not contributed in any part by negligence or willful conduct of SiFi , then the performance of the obligations under this Agreement of such ITEM 9.9.

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party as they are affected by such cause shall be excused for a reasonable time during which such condition exists.

Section 8.3. Notice. All notices shall be in writing and shall be served upon the other party by hand delivery, overnight mail, electronic mail, or by facsimile with confirmed transmission and addressed as follows:

City: Dalia Fadl
City of Rancho Cordova
2729 Prospect Park Drive,
Rancho Cordova, CA 95670
Email: [email protected]

SiFi Networks:

SiFi Networks Rancho Cordova LLC
Attn: Legal
103 Foulk Road, Suite 500
Wilmington, DE 19803
Email: [email protected]
Notices shall be deemed received the same day with delivery upon hand delivery, and the next business day with delivery upon overnight mail, electronic mail, or by facsimile.

Section 8.4. Entire Agreement . This Agreemen t, including all e xhibits, embodies the entire understanding and agreement of the City and SiFi with respect to the subject matter hereof.

Section 8.5. Severability. If any section, subsection, sentence, clause, phrase, or other portion of this Agreemen t is, for any reason, declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent portion. Such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect.

Section 8.6. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, and con strued in accordance with, the laws of the State of California, irrespective of conflict of laws principles.

Section 8.7. Modification. No provision of this Agreement shall be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the City and SiFi, which amendment shall be authorized on behalf of the City through the adoption of an appropriate resolution or order by the City, as required by applicable law.

Section 8.8. No Third-Party Beneficiaries. Nothing in this Agreement or in any prior agreement is or was intended to confer third-party beneficiary status on any person or entity not a party to this Agreement including a member of the public.

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Section 8.9. No Waiver of Rights . Nothing in this Agreement shall be construed as a waiver of any rights, substantive or procedural that SiFi or the City may have under federal or state law unless such waiver is expressly stated herein.

Section 8.10. No Rights to the Drop. The City expressly agrees that it does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the SiFi network by virtue of the relationship and rights created by this Agreement.

Section 8.11. No Joint Venture, Partnership or Alter Ego; Independent Contractor .

Nothing contained in this Agreement, any document executed in connection herewith or any other Related Document or other instrument with any other party shall be construed as making the parties hereto joint partners, joint ventures or alter egos of each other or any other entity. SiFi shall at all times remain an independent contractor and not an employee. Neither Party shall control or direct the day-to-day affairs of the other Party, or their mode or method of performing their respective obligations hereunder. Neither Party in any manner shall act or indicate to any third party that it is the agent of the other Party. SiFi shall have no power or authority by this Agreement to bind the City in any respect. All employees and agents hired or retained by SiFi are employees and agents of SiFi and not of the City. City shall not be obligated in any way to pay any wage claims or other claims made against SiFi by any such employees or agents or any other per son resulting from performance of this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, SiFi and any of its employees, agents, representatives, 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 the California Employees Retirement System (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.

SiFi shall not allow any employee, agent, representative, or subcontractor to become eligible for a claim for PERS benefits.

Section 8.12. Headings. The headings and captions of this Agreement are solely for the convenience of the Parties and shall not be deemed to modify or vary any of the substantive terms thereof.

Section 8.13. Counterparts. This Agreement may be executed in one or more counterpart copies, all of which counterparts when executed and delivered, each of which shall be an original, and shall have the same force and effect as if all Parties had executed a sin gle copy of this Agreement. Any signature page of this Agreement may be detached from any counterpart and reattached to any other counterpart hereof. The facsimile or email transmission of any signed facsimile or email transmission hereof shall be the same as delivery of an original.

Section 8.14. No Waiver. Failure by either Party to assert or declare any one breach or failure to perform shall not be construed as a waiver of any other or subsequent breach or failure to perform.
[SIGNATURES ON FOLLOWING PAGE]
ITEM 9.9.

ATTACHMENT 2

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.

City of Rancho Cordova, SiFi Networks Rancho Cordova LLC A California Municipal Corporation

______________________________ ______________________________ Albert Stricker, Public Works Director Name, Title

Date: ____________________ Date: ____________________

Attest:
_____________________________
______________________________ Name, Title
Stacy Leitner, CMC, City Clerk
Date: ____________________

Date: ____________________

Approved as to Form:

______________________________
Adam U. Lindgren, City Attorney

ITEM 9.9.

ATTACHMENT 2

ANNEX I

KPIS, SLAS AND SERVICE CREDITS

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

1 OVERVIEW ................................................................................................3 2 DEFINITIONS AND GENERAL PROVISIONS .......................................3 3 SIFI NETWORKS PERFORMANCE METRICS .........................................10 4 SLA’S ASSOCIATED WITH WHOLESALE SMART CITY SERVICES .................13

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

1. OVERVIEW

1.1 This Annex 1 provides detailed descriptions of the Performance Metrics for the operation and management of the Service by SiFi Networks and is the basis for certain service level agreements between City and SiFi Networks. All Performance Metrics will apply to the Network. For the purpose of these Performance Metrics, the Service can be viewed as a point to point service between two city demand points.

1.1.2 Service Credits are only applicable to diverse Services. City must request a Service Credit within forty-five (45) days of the Outage or City waives the right to the Service Credit. Service Credits, if approved by SiFi Networks, will be applied and credited to the next invoice to City.

1.2 SiFi Networks will:

1.2.1 Use commercially reasonable efforts to remedy any delays, interruptions, omissions, mistakes, accidents or errors (“Defect” or “Defects”) and restore the Services as soon as possible after any Defect is reported to SiFi Networks using receipted electronic mail, fax or other documentation including, without limitation, an initial phone call made to the SiFi Networks Network Operation Center, which results in the issuance of a trouble ticket. The foregoing process shall be in accordance with the policies of SiFi Networks.

1.2.2 Collect, measure, and report data to City for Services, Network and operational Performance Metrics described in Article 3. SiFi Networks will provide Metrics upon written request, using a Microsoft Excel spreadsheet or other format mutually agreed to by SiFi Networks and City. SiFi Networks is responsible (at its expense) for providing any equipment, systems, and software necessary to collect and report such Metrics, with it being understood by the parties that such reports will primarily measure uptime availability of the Core Network Elements.

1.2.3 Analyze and improve processes, as necessary, to achieve Performance Metric Objectives set forth in Article 3.

1.2.4 Establish, maintain, and use quality improvement teams (“QITs”) that meet at least quarterly, and which consist of SiFi Networks process representatives, subject matter experts, and City, as well as potentially other of SiFi Networks service providers, suppliers and subcontractors, to conduct root cause analysis on data indicating inferior performance, act on results and implement improvement plans for those Metrics that fail to meet or exceed the Objectives set forth in Section 3.

2 DEFINITIONS AND GENERAL PROVISIONS

2.1 “Metric” or “Service Metric” means the performance measures for Network functions and includes the Description, Measurement Method, Objective and Service Credit, if any, that define the capitalized term that is used throughout this Annex 1.

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

2.2 “Description” means the specific Networks function to be measured.

2.3 “Measurement Method” means the tools, process and algorithms for determining Networks performance and the frequency of the measurement.

2.4 “Objective” means the level of performance that City expects SiFi Networks to achieve.

2.5 “Service Credit” means the amount SiFi Networks owes to City, where applicable, if the Objective is not met for that month. The amount of any Service Credit shall be calculated as set forth in Section 3.

2.5.1 City will not receive Service Credits for any Service interruption or other transmission problem (including, without limitation, any inability of SiFi Networks to maintain Performance Metrics commitments contained herein) that is in whole or in part caused by or attributed to City. SiFi Networks will nevertheless use its reasonable efforts to seek a prompt resumption of Service and/or resolution of transmission problems in those circumstances where such efforts have a reasonable likelihood of promptly achieving the cited results.

2.5.2 In the event that Service Credits are issued for missing Network Core Average Availability Objectives, Service Credits shall not be issued for missing Network Drop Average Availability Objectives for the same reporting month.

2.5.3 No Service Credits will be issued for missing Network Drop Average Availability Objectives unless the location served at the Network Drop has dual diverse connections to the Network.

2.5.4 Service Credits expressed as a percent of “Services affected”, “recurring charges”, etc. refer to amounts charged to City by SiFi Networks unless otherwise explicitly stated.

2.6 “Business hours” means 8:00 AM to 5:00 PM local time in the state the Network is primarily located on a Business Day. “Business Day”, “Working Day” means Monday through Friday, excluding public holidays recognized in the state the Network is primarily located within.

2.7 “Outage” means Service(s) is/are interrupted such that there is a loss of continuity (unable to transmit or receive traffic to the city facility), or when SiFi Networks agrees that Service is unfit or unavailable for use.

2.7.1 The following are excluded from Outages:
• Failure of components for which City is responsible and are therefore not part of the Network.
• Time that corrections cannot be made because the City, or access to the facilities necessary for making the repair, are inaccessible.

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved. • Problems caused by City negligence or misconduct, or by the negligence or misconduct of others authorized by the City.
• problems resolved as “No Trouble Found”.
• Scheduled network upgrades and maintenance periods. The upgrades and maintenance will be scheduled when customer services are impacted minimally, typically between 12 AM to 6 AM local time. Furthermore, SiFi Networks will notify the City of such scheduled upgrades or maintenance periods as per 3.4.7. • Circumstances defined in Clause 2.5 or in Section 8.2 of the Main Contract Body.

2.8 “Outage Duration” is the time in minutes that an Outage has occurred. An Outage begins when City notifies SiFi Networks NOC and SiFi Networks NOC opens a trouble ticket and ends when service has been restored.

2.9 “Availability” means time the Network is available for service. Network Average Availability is measured performance of the Network. Even though the Network Core delivers 99.999% Network Average Availability, City is not assured 99.999% availability unless its equipment is appropriately configured and connected over redundant paths to the Network.

Network Average Availability is:

Sum of Network_outage_durations = the total of the outage time, in minutes, of all Customers’ Services in service affected by network outages during the reporting calendar month.

Total_Available_Time = (number of Services in service on the last day of the calendar month preceding the reporting month) * ((days in the reporting calendar month) * (minutes per day)).

2.10 “Installation” means SiFi Networks will provide Committed Due Dates for installation of Service in less than or equal to the intervals from order date as shown below.

For pre-configured Services to City Demand Points
• Service has been previously installed, no truck roll required: Ten (10) business days
• Service has been previously installed, truck roll required: Ten (10) business days
• Full install fiber and NTE installation is required: Ten (10) business days

2.10.1 A delayed installation credit will not be applied under the following circumstances:
• Installation is delayed at City’s request.
• Installation is delayed with the approval of City.
100__
_ _1 




− 
TimeAvailableTotal
durationsoutageNetwork
ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved. • SiFi Networks has not been given necessary access to facilities required for installation or City is not ready or not available to accept the Service until after the committed due date.
• City facilities are unsuitable or unfit for installation • SiFi Networks has:
• made reasonable efforts to consult with the appropriate City work center (or such other contact specified by City) by telephone; and • taken such further reasonable and prudent actions in an attempt to make installation as City may direct in the course of such consultation.
• If SiFi Networks’ reasonable efforts to consult with City as required above are unsuccessful, SiFi Networks shall notify City of the reason for the delay as soon as reasonably possible.

2.11 For installations, SiFi Networks will:
• Attempt to contact City prior to the scheduled appointment • twenty-four (24) hours prior (up to 2 attempts)
• 30 minutes prior to the schedule appointment
• Arrive on site at City premises within the appointment window • Install Service(s) as ordered and update City status within one (1) business day after the instillation.

2.12 (Reserved)

2.13 “Repair and/or Maintenance at the Customer Demand Points” means that a SiFi Networks technician or SiFi Networks sub-contractor visits the City’s Demand Point
to perform needed, requested and scheduled work on Services and associated Network Elements, or in other words the ONT

For Repair and Maintenance visits, SiFi Networks will:

• Attempt to contact City prior to the scheduled appointment • twenty-four (24) hours prior (up to 2 attempts)
• 30 minutes prior to the schedule appointment
• Arrive on site at City premises within the appointment window • Repair Service(s) as ordered
• Update City’s order status within 1 business day after the installation

Any Repair and/or Maintenance at the City Premises that do not take place in accordance with the foregoing requirements will be performed in a reasonable timeframe and in a reasonable manner, taking into consideration the relevant circumstances.

2.14 SiFi Networks will provide a sufficient number of qualified staff to answer and respond to all technical support calls and direct trouble ticket system inputs from City to meet the ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved. 




 
Outages ofNumber
Durations Outage
Objectives. The Performance Metrics specify Objectives that include: (1) the target time for answering/responding to calls, and (2) the percentage of calls that shall meet the target.

SiFi Networks telephone support and trouble ticket system shall be available twenty-four (24) hours a day, three hundred and sixty-five (365) days a year. During normal Business Hours, SiFi Networks shall accept calls from City on all topics. Outside of normal Business Hours, SiFi Networks shall respond to calls relating to Network and Service defects.

The target time or duration is measured from the time City’s telephone call enters the SiFi Networks help desk routing queue until the time City speaks to a technician who is capable of resolving the trouble or answering the question.

2.15 “Mean Time to Repair (MTTR)” means the average time of the actual repair needed to restore Services. MTTR is measured in each reporting calendar month.

Number of Outages = Count of Outages less Outage Exclusions

MTTR is calculated as follows:

A separate MTTR is calculated for each Incident Priority Level. The MTTR is measured in hours, days.

2.16 Incident Priority Level is the measure of the severity of an incident as determined by SiFi in its sole but reasonable discretion based on the impact and urgency of the incident or by the Class of Service. The Incident Priority Level determines the Incident Response Window, the Communication and Escalation Intervals, and the Expected Time to Repair (ETTR) of an incident.

The Incident Response Window is time allowed under the specific SLA to begin repair service as dictated by the incident priority.

Communication Interval is the interval between incident status updates provided to City.

The communication interval begins when the incident is first reported to SiFi Networks and ends when service is repaired or restored.

Escalation interval is the interval after which an incident can be escalated to the next level of visibility within SiFi Networks. The purpose of escalating an incident is to raise awareness of the incident to proper levels of management in order that the proper ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved. resources may be appropriated where necessary in order to ensure the Expected Time to Resolution objectives are met.

Expected Time to Repair (ETTR) is the maximum expected duration of an outage, based on incident priority

The timing of activities associated with incident management are determined by the incident priority as follows:

Timing of Actions
Response
Window
Communication
Interval
Escalation
Interval ETTR
Incident Priority

0. Severe 15 minutes Continuous 2 hours 4 hours

1. Critical 15 minutes Continuous 6 hours 12 hours

2. High 1 hour 4 hours 12 hours 1 Business Day

3. Medium 4 hours 1 Business Day 24 hours 2 Business
Days

4. Low 1 Business Day Upon request 1 Business Day 3 Business Days

5. Very Low As required N/A 30 days N/A

The following table lists the default Incident Priority Level for the specified SLA tiers for Smart City services, as indicated in Annex II:

SLA level Incident Priority Level
Bronze 4.Low
Silver 3.Medium
Gold, Platinum, Titanium 2.High

The following table lists the default Incident Priority Level for the Network for select types of outage or event:

Event Description Incident Priority Level
Service disruption for >50% of Network 1. Critical
Service disruption for 25-50% of the Network 2. High
Service disruption for 10-25% of the Network 3. Medium

2.17 SiFi Networks will strive to resolve trouble tickets as quickly as possible. The Direct Measures of Quality (DMOQs) addressing this are the percentage of service outage trouble tickets that are resolved within either one or two days – the concern being those that remain open for longer periods. This metric has two measures: (1) the total ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved. number of occurrences, and (2) the corresponding percentage that the total number reflects. SLA Response Window and Repair Time are defined in Section 2.16.

DMOQ Period = 24 hours or 48 hours, depending on the metric

The percentage is calculated as follows:

( ) 100 monthcalendar in the tickets troubleofnumber Total hrs 48 (2) or hrs, 24 (1) ithin month calendar a in resolved ticketstrouble  



  w
ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved. 3 SiFi Networks PERFORMANCE METRICS

Performance
Metrics
Objective Description Measurement
Method
Service Credit

3.1 Network Availability

3.1.1 Network Core -
Average Availability

99.99%
available
See Section

2.9 See Section 2.9 For each reporting month in
which the Network fails to
achieve the Network
Average Availability
Objective, SiFi Networks
will issue a Service Credit to
City for an amount equal to
5% of the Service Credit for
Services impacted by
outages.

3.3 Installation

3.3.1 On-time installation

95% of all
installations
shall meet
Committed
Installation Due-
dates
See Section

2.10 See Section 2.10 Each month that SiFi
Networks fails to meet the
Objective by the amount
indicated below, SiFi
Networks will issue the
following Service Credit to
the Customer:
(1) Below 96% but not
below 90% then one month
of the Service Credit
(defined below) for
incidents that miss the
Committed Due-date;
(2) Below 90% then two
months Service Credit
(defined below) for
incidents which miss the
Committed Due-date.

3.4 Service Metric

3.4.1 Technical Support
Response Time
85% of City’s
telephone calls
(for installation
and/or
maintenance)
connected to
SiFi Networks
Network
See Section

2.14 See Section 2.14 Not applicable
ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

Performance
Metrics
Objective Description Measurement
Method
Service Credit
Operations
Center within 5
minutes.

3.4.2 Technical Support
Resolution
Notification to City
100% of City’s
trouble ticket
resolution (i.e.,
ticket closed)
will be notified
to SP within 30
minutes of a
ticket being
closed via an
agreed upon
notification
method.

See Section

2.14 See Section 2.14 Not applicable

3.4.3 Mean Time to
Repair Service
Outage

Mean Time to
Repair shall not
exceed the
times specified
in the SLAs.

See Section

2.15 See Section 2.15 Not applicable

3.4.4 % Trouble Tickets
Resolved > 24
Hours
Less than five
percent (< 5%)

See Section

2.16 See Section 2.16
DMOQ Period – 24
hours
Not applicable

3.4.5 % Trouble Tickets
Resolved > 48
Hours
Less than three
percent (< 3%)

See Section

2.16 See Section 2.16
DMOQ Period – 48
hours
Not applicable

3.4.6 Missed
Appointments

Total number of
times SiFi
Networks
technician failed
to keep a
scheduled
appointment
with any City
within the
appointment
window to be 0.

See Section

2.10 Incidents of missed
appointment
windows counted
each reporting
calendar month.

In the event SiFi Networks
fails to appear at a City’s
Premises for a scheduled
installation or
repair/maintenance
appointment within the
appointment window, SiFi
Networks will issue the City
a Service Credit for one
month of the Service Credit
for each connection with an
incident which misses the
appointment window
ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

Performance
Metrics
Objective Description Measurement
Method
Service Credit

3.4.7 Notification of
Scheduled Network
Upgrade or
Maintenance
100%
Notification to
City contacts via
electronic mail
or other agreed
upon method
five (5) days in
advance the
scheduled event
Notification of
Scheduled
Network
Upgrade or
Maintenance
Number of times
scheduled network
upgrades or
maintenance
impacting City’
Services occur
during a calendar
month. Without
notification
Not applicable

3.4.8 Notification of
Unscheduled
Upgrade,
Maintenance event
100%
Notification to
City contacts via
electronic mail
or other agreed
upon method
within ten (10)
minutes of the
start of an
unscheduled
event
Notification of
Unscheduled
Upgrade,
Maintenance
event trouble
ticket number

Number of times
unscheduled
network upgrades
or maintenance
impacting City
Services occur
during a calendar
month. Without
notification in ten
(10) minutes of the
start of the
unscheduled event
Not applicable
4 SLA’s associated with Wholesale Standard Services

4.1 Bronze SLA. Standard Residential Service has a service level of Bronze SLA. This level is not applicable to Smart City services.

4.2 Silver SLA. Contended (PON-based), non-diverse, Smart City Services have a service level of Silver SLA. In these cases, Silver SLA is applicable to the Network Core Average Availability Metric for all sections of the SiFi Networks core network. The fiber circuit from the Core OLT to the City Premises ONT is an un-diverse point to point fiber link and therefore no Network Edge Average Availability SLA applies to any services with a Silver SLA. Outages and significant service degradation to Silver SLA services are assigned an Incident Priority Level of 3.Medium.

4.3 Gold SLA. Dark Fiber or non-diverse, Smart City Services have a service level of Gold SLA. In these cases, Gold SLA is applicable to the Network Core Average Availability Metric for all sections of the SiFi Networks core network. The fiber circuit from the Core OLT to the City Premises ONT is an un-diverse point to point fiber link and therefore no Network Edge Average Availability SLA applies to any services with a Gold SLA. Outages and significant service degradation to Gold SLA services are assigned an Incident Priority Level of 2.High.

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

4.4 Platinum SLA. Diversely-fed Smart City Services have a service level of Platinum SLA.

In these cases, Platinum SLA is applicable to the Network Core Average Availability Metric for all sections of the SiFi Networks core network. The fiber circuits from the Core OLTs to the City Premises ONTs is via two, diverse, point-to-point fiber links and therefore a Network Edge Average Availability SLA of 99.99% applies to all services with a Platinum SLA. Outages and significant service degradation to Platinum SLA services are assigned an Incident Priority Level of 2.High. Note that failures are only considered Outages (and hence Service Credits are only applicable) if the service is unavailable (ie BOTH diverse links have failed).

4.5 Titanium SLA. Not offered with Smart City Services.

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

Annex II - Services

Smart City Services

Internet of Things (IOT) infrastructure has a profound effect on the quality of our lives.

Digitalisation is changing our world and today the number of connected devices has surpassed the number of humans on the planet. SiFi Smart City solutions allow these intelligent devices to generate massive amounts of data transforming life and business across all sectors. SiFi Smart City solutions work across all infrastructure domains making cities more efficient, sustainable and resilient.

Example uses of these services are:

• Sensors collecting data from traffic light control boxes, parking meters, bus stops, environmental sensors and CCTV
• Point to Point connections between City buildings
• Remote location connections for users of the City IT Network • Connections to the city (private bank exchange) PBX telephone network to provide private voice call between the City and City employees.

These services are categorised by delivery mechanism (PON vs Dark Fiber), service type (Layer 1 point-to-point, Layer 2 private VLAN, or Internet) and diversity (single or dual feeds).

In the case of PON services, it is possible to mix services over the same delivery mechanism (ie have a single ONT with an internet connection on one port and a private VLAN service on another port).

Service Delivery Service Diversity SLA
Smart City Contended
Internet Service PON Internet Single Silver
Smart City Contended
VLAN Service PON Private VLAN Single Silver
Smart City Contended
Diverse Internet Service PON Internet Dual Platinum
Smart City Contended
Diverse VLAN Service PON Private VLAN Dual Platinum
Smart City Dark Fiber
Service Pair of SMF Dark Fiber Single Gold
Smart City Diverse
Dark Fiber Service Pair of SMF Dark Fiber Dual Platinum

Smart City Contended Internet Service
The City receives service delivered over a PON network and traffic is handed off to an ISP from a single street cabinet and single ONT and single building entry point, with ONT installed inside the building.
• Single PON circuit termination on a SiFi-supplied ONT. • Variable data rates available from 10Mbps – 10Gbps.

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved. • Contended service. Smart city traffic has higher priority over equivalent residential PON services.
• Virtual LAN termination at selected ISP.
• 1000BASE-T or 10GBASE-T handoff.
• SLAs per Section 2.16 above, at Silver tier (no availability guarantees).

Smart City Contended VLAN Service
The City receives service delivered over a PON network and L2 traffic is switched via a virtualized private L2 service to all other City-designated points on the SiFi network. Connection is via a single street cabinet and single ONT and single building entry point, with ONT installed inside the building.
• Single PON circuit termination on a SiFi-supplied ONT. • Variable data rates available from 10Mbps – 10Gbps.
• Contended service. Smart city traffic has higher priority over equivalent residential PON services.
• Private Virtual LAN (L2) service.
• 1000BASE-T or 10GBASE-T handoff.
• SLAs per Section 2.16 above, at Silver tier (no availability guarantees).

Smart City Contended Diverse Internet Service
The City receives service delivered over a PON network and traffic is handed off to an ISP from two geographically-diverse street cabinets via geographically diverse routes. Two ONTs are supplied, fed from dual, separate building entries. ONTs are installed inside the building.

The diverse links are active/active and may be used in parallel. Customers must supply their own routers and manage link selection.

• Diverse (dual) PON circuit termination on two SiFi-supplied ONTs. • Variable data rates available from 10Mbps – 10Gbps.
• Contended service. Smart city traffic has higher priority over equivalent residential PON services.
• Virtual LAN termination at selected ISP.
• 1000BASE-T or 10GBASE-T handoff.
• SLAs per Section 2.16 above, at Platinum tier (99.99% availability SLA).

Smart City Contended Diverse VLAN Service
The City receives service delivered over a PON network and L2 traffic is switched via a virtualized private L2 service to all other City-designated points on the SiFi network. Connection is from two geographically diverse street cabinets via geographically diverse routes.

Two ONTs are supplied, fed from dual, separate building entries. ONTs are installed inside the building.

The diverse links are active/active and may be used in parallel.

The City must supply their own routers and manage link selection.

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

• Diverse (dual) PON circuit termination on two SiFi-supplied ONTs. • Variable data rates available from 10Mbps – 10Gbps.
• Contended service. Smart city traffic has higher priority over equivalent residential PON services.
• Private Virtual LAN (L2) service.
• 1000BASE-T or 10GBASE-T handoff.
• No service reporting.
• SLAs per Section 2.16 above, at Platinum tier (99.99% availability SLA).

Smart City Dark Fiber Service
SiFi provides a dedicated pair of Single Mode Fibers to the City, spliced between any two City designated facilities.
• Single G652 or G657 SMF dark-fiber duplex circuit terminating inside City building. • City supplies all client-side active equipment.
• Handoff: Connectorized wallbox or rack mounted splice tray. • SLAs per Section 2.16 above, at Platinum tier (99.99% availability SLA).

Smart City Diverse Dark Fiber Service
SiFi provides two dedicated pairs of Single Mode Fibers to the City, spliced between any two City designated facilities, such that each pair takes a diverse route through the city. • Diverse (dual) G652 or G657 SMF duplex dark -fiber circuits terminating inside City building.
• City supplies all client-side active equipment.
• Handoff: Connectorized wallbox or rack mounted splice tray. • SLAs per Section 2.16 above, at Platinum tier (99.99% availability SLA).

ITEM 9.9.

ATTACHMENT 2

Annex III – Change Management

Change Management
Process
The procedure applying to Changes as set out in Annex III of this Agreement.

Change Request Any written request for a Change raised by one of the Parties as set out in this Annex III.

End of Life The date on which the manufacturer stops the further development of a Network Element and only provides limited support.

End of Support The date on which a Network Element is no longer supported by the respective manufacturer.

Maintained Product A product developed and supplied by SiFi Networks or a Third Party and being subject to maintenance by SiFi Networks.

Network City’s network infrastructure which the City has a right to use.

Network Element Any individual unit of equipment or logically manageable units of equipment which is/are part of City’s network infrastructure.

Project Any Services not being Basic Services as set out in Annex II of this Agreement which shall be ordered by City on a case by case basis.

Third Party Any supplier other than SiFi Networks having entered into a contractual agreement with City or with SiFi Networks.

1.1 Any Party may request Changes to the Services at any time and submit such request for decision according to the Change Management Process.

1.1.2 The Change Management Process is attached to this Agreement as Annex III – Change Management.

1.1.3 No Change Request shall be binding, unless finally agreed between the Parties in writing and duly signed by their authorized representatives, including but not limited to an agreement about the impact on the Fees related to such Change.

1.2 New Services.

1.2.1 The Parties acknowledge that the Network and the Services shall evolve and be modified, enhanced or supplemented as reasonably necessary over time in order to anticipate or respond to changes in the market and technology, improvement in the methods or processes for delivery of the Services and changes, improvements and innovations in the services and products Customer is providing to its end-customers.

1.3 Process.

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

1.3.1 Any Change to Services or any New Services shall be agreed upon through the Change Management Process as described in this Annex.

1.3.2 The following, not yet covered by the Annual Fee (Section 5, sub-section 5.1.2) or being a Project, shall, if they affect the Services, in particular be considered as a Change to the Services or as New Services:
(a) any introduction of new technology or new devices in the Network; the introduction of Network Elements from vendors not yet in the scope of the Agreement, or Network Elements from an existing Third Party vendor but different from that Third Party vendor’s Maintained Products;
(b) any additional Services currently not in the Scope of this Agreement; (c) any extension or downsizing of the Network which is not covered by Annual Fee (Section 5, sub-section 5.1.2);
(d) any new services offered;
(e) any change to the operational or business related processes of City; (f) any change in the deployment or location of Network Elements resulting in a significant impact on SiFi Networks’ ability to provide the Services; (g) any planned maintenance extensions for which the Third Party vendor has previously issued an End of Support/End of Life notification; (h) any modification of agreed or forecasted volumes of Services not covered by Annual Fee (Section 5, sub-section 5.1.2);
(i) any extension of the Services outside the agreed territory.

1.3.3. The Parties shall agree upon the impact of any Change or New Services on the agreed Fees as set out in this Annex. If the Parties, after following the escalation process as set out in Section 8, cannot agree upon such potential adjustment of the Fees within a timeframe of 1 (one) month as from the initiation of these discussions, each Party may submit this topic to the dispute resolution process as set out in Section 8 of this Agreement. No New Services shall be part of the Scope of this Agreement, unless agreed between the Parties in writing and an agreement on the Fees has been found.

ITEM 9.9.

ATTACHMENT 2

SiFi Networks America Proprietary and Confidential. © 2021 All Rights Reserved.

EXHIBIT A

INITIAL DEMAND POINTS

Address Latitude Longitude Type Common Name Current Annual Spend
Annual Budget
Transfer
2729 Prospect Park Dr 38.58999683
-
121.2845384 Building City Hall $2,643 $2,643
2880 Gold Tailings Ct 38.59851006
-
121.2684772 Building Neighborhood Services (RCNS) $3,466 $3,466 3303 Luyung Drive 38.58313415
-
121.2550689 Building Corporation Yard (RCCY) $3,087 $3,087 10191 Mills Station Rd 38.58376 -121.31075 Building The MACC (RCMS) $1,844 $1,844 Unknown 38.56290828
-
121.3176344 Pump Station #1 (D-46 Mather Industrial) $300 $300 Unknown 38.58866149
-
121.3026579 Pump Station #2 (D-13 Mills Tower) $300 $300 Unknown 38.61060377
-
121.2644354 Pump Station #3 (D-08 Citrus Road) $300 $300 Unknown 38.61923489 -121.282637 Pump Station #4 (D-07 Sunriver) $300 $300 Unknown 38.58824871
-
121.3242804 Pump Station #5 (D-11 West Coloma) $300 $300 Unknown 38.56798986
-
121.2822408 Pump Station #6 (D-44 Bear Hollow) $300 $300

$12,840 $12,840
ITEM 9.9.

ATTACHMENT 2

Rancho Cordova Initial Service Locations Section 5.2
Address Latitude Longitude Type Common Name Current Annual ISP Contract
Proposed SiFi
Annual
Payment**
Required Speed SiFi to Provide City to Provide
2729 Prospect Park Dr 38.58999683 -121.2845384 Building City  Hall $2,643 $2,643 1G/1G DIA,  Fiber Conenction, circuit around requested SLA Electronics either side of fiber connection 2880 Gold Tailings Ct 38.59851006 -121.2684772 Building Neighborhood  Services (RCNS) $3,466 $3,466 Fiber Conenction, provision circuit around requested SLA Electronics either side of fiber connection 3303 Luyung Drive 38.58313415 -121.2550689 Building Corporation  Yard (RCCY) $3,087 $3,087 Fiber Conenction, provision circuit around requested SLA Electronics either side of fiber connection 10191 Mills Station Rd 38.58376 -121.31075 Building The  MACC (RCMS) $1,844 $1,844 Fiber Conenction, provision circuit around requested SLA Electronics either side of fiber connection Unknown 38.56290828 -121.3176344 Pump Station #1  (D‐46 Mather Industrial) $300 $300 Fiber Conenction, provision circuit around requested SLA Electronics either side of fiber connection Unknown 38.58866149 -121.3026579 Pump Station #2  (D‐13 Mills Tower) $300 $300 Fiber Conenction, provision circuit around requested SLA Electronics either side of fiber connection Unknown 38.61060377 -121.2644354 Pump Station #3  (D‐08 Citrus Road) $300 $300 Fiber Conenction, provision circuit around requested SLA Electronics either side of fiber connection Unknown 38.61923489 -121.282637 Pump Station #4  (D‐07 Sunriver) $300 $300 Fiber Conenction, provision circuit around requested SLA Electronics either side of fiber connection Unknown 38.58824871 -121.3242804 Pump Station #5  (D‐11 West Coloma) $300 $300 Fiber Conenction, provision circuit around requested SLA Electronics either side of fiber connection Unknown 38.56798986 -121.2822408 Pump Station #6  (D‐44 Bear Hollow) $300 $300 Fiber Conenction, provision circuit around requested SLA Electronics either side of fiber connection $12,840 $12,840
Exhibit A
Future Service Locations Latitude Longitude Type Common Name Existing Spend SiFi Monthly Rate** Required Speed SiFi to Provide  City Sites
Unknown 38.59925248 -121.2805298 Building Post  Office At Cost Construction for fiber connection 2897 Kilgore Rd 38.59835802 -121.2706741 Building Police  Department (RCPD) $0 $35 At Cost Construction for fiber connection 10445 Investment Circle, Rancho Cordova, CA 38.59074691 -121.3014403 Building Youth  Center (RCYC) $0 $35 At Cost Construction for fiber connection Rancho Cordova Civic Center 38.584 -121.313 Building Mills  Crossing $0 $35 At Cost Construction for fiber connection Zinfandel Rd. & International Dr.  38.5803553 -121.2829887 IR Sensor Site 1 $0 $35 At Cost Construction for fiber connection Rod Beaudry Dr. & Folsom SB 38.580851 -121.3222085 IR Sensor Site 2 $0 $35 At Cost Construction for fiber connection Rod Beaudry & Sierra Glenn Way NB 38.5829341 -121.3228195 IR Sensor Site 3 $0 $35 At Cost Construction for fiber connection Routier Rd. and Rockingham NB 38.5725452 -121.3179202 IR Sensor Site 4 $0 $35 At Cost Construction for fiber connection Routier Rd. and Systems Pkwy SB 38.5638318 -121.31804 IR Sensor Site 5 $0 $35 At Cost Construction for fiber connection On Path by HD Supply Home Improvement Building. 38.580044 -121.311455 IR Sensor Site 6 $0 $35 At Cost Construction for fiber connection On Path near Old Placerville Rd.  38.5669342 -121.3102967 IR Sensor Site 7 $0 $35 At Cost Construction for fiber connection On Path by Prospect Park Dr. & International Dr. 38.581842 -121.2751912 IR Sensor Site 8 $0 $35 At Cost Construction for fiber connection Mather Heritage Trail 38.5793105 -121.3097854 Unknown Bike & Ped #1 $0 $35 At Cost Construction for fiber connection Rod Beaudry Drive 38.58087388 -121.3222684 Unknown Bike & Ped #2 $0 $35 At Cost Construction for fiber connection Rod Beaudry Drive 38.5827889 -121.3227718 Unknown Bike & Ped #3 $0 $35 At Cost Construction for fiber connection Routier Road 38.57245671 -121.3178637 Unknown Bike & Ped #4 $0 $35 At Cost Construction for fiber connection Routier Road 38.56386189 -121.3180999 Unknown Bike & Ped #5 $0 $35 At Cost Construction for fiber connection Old Placerville Road 38.56662732 -121.3079367 Unknown Bike & Ped #6 $0 $35 At Cost Construction for fiber connection Zinfandel Drive 38.5807301 -121.2834292 Unknown Bike & Ped #7 $0 $35 At Cost Construction for fiber connection Prospect Park Drive 38.58194362 -121.2748987 Unknown Bike & Ped #8 $0 $35 At Cost Construction for fiber connection Unknown 38.56631918 -121.2964205 School REGIONAL OCCUPATIONAL PROGRAM $0 $35 At Cost Construction for fiber connection Unknown 38.60116913 -121.2759955 School KINNEY HIGH $0 $35 At Cost Construction for fiber connection Unknown 38.5649537 -121.3161918 School GEORGE WASHINGTON CARVER $0 $35 At Cost Construction for fiber connection Unknown 38.59008797 -121.3169449 School CORDOVA MEADOWS ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.57928797 -121.2997091 School CORDOVA VILLA ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.60422813 -121.2988516 School CORDOVA BAPTIST PRESCHOOL & KINDERGARTEN $0 $35 At Cost Construction for fiber connection Unknown 38.60617632 -121.3006852 School PETER J SHIELDS ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.60135149 -121.3066137 School CORDOVA HIGH $0 $35 At Cost Construction for fiber connection Unknown 38.60280603 -121.3011205 School SAINT JOHN VIANNEY $0 $35 At Cost Construction for fiber connection Unknown 38.61298038 -121.2836689 School WILLIAMSON ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.56631918 -121.2964205 School COUNTY SPECIAL EDUCATION $0 $35 At Cost Construction for fiber connection Unknown 38.56631918 -121.2964205 School SACRAMENTO COUNTY ED SPECIAL EDUCATION $0 $35 At Cost Construction for fiber connection Unknown 38.61390746 -121.2684975 School RANCHO LEARNING CENTER $0 $35 At Cost Construction for fiber connection Unknown 38.56631316 -121.323626 School A.M. WINN ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.5712987 -121.3138918 School ABRAHAM LINCOLN ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.58673807 -121.2996719 School WHITE ROCK ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.59611417 -121.3102222 School CORDOVA GARDENS ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.59929293 -121.2956839 School RANCHO CORDOVA ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.60409473 -121.2870882 School CORDOVA LANE CENTER $0 $35 At Cost Construction for fiber connection Unknown 38.60662377 -121.2800054 School WALNUTWOOD INDEPENDENT STUDY HIGH $0 $35 At Cost Construction for fiber connection Unknown 38.61595749 -121.2923081 School RIVERVIEW STEM ACADEMY $0 $35 At Cost Construction for fiber connection Unknown 38.57324054 -121.2845996 School NAVIGATOR ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.55547245 -121.2376222 School SUNRISE ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.54451936 -121.2332369 School ROBERT J. MCGARVEY ELEMENTARY $0 $35 At Cost Construction for fiber connection Unknown 38.59904633 -121.3043484 School MILLS MIDDLE $0 $35 At Cost Construction for fiber connection Unknown 38.61144274 -121.2778957 School W E MITCHELL MIDDLE $0 $35 At Cost Construction for fiber connection Unknown 38.59214688 -121.2680898 School CAPITOL ACADEMY $0 $35 At Cost Construction for fiber connection Unknown 38.61477162 -121.3006279 Park FOLSOM LAKE STATE RECREATION AREA $0 $35 At Cost Construction for fiber connection Unknown 38.53810256 -121.2405609 Park HERON LANDING PARK $0 $35 At Cost Construction for fiber connection Unknown 38.54722602 -121.2373632 Park THE CLUB HOUSE $0 $35 At Cost Construction for fiber connection Unknown 38.547912 -121.2376447 Park EAGLES NEST PARK $0 $35 At Cost Construction for fiber connection Unknown 38.53167738 -121.2309761 Park KAVALA RANCH PARK $0 $35 At Cost Construction for fiber connection Unknown 38.54456468 -121.234811 Park SANDPIPER PARK $0 $35 At Cost Construction for fiber connection Unknown 38.55684109 -121.2381061 Park ARGONAUT PARK $0 $35 At Cost Construction for fiber connection Unknown 38.55632235 -121.2068014 Park SUNRIDGE PARK $0 $35 At Cost Construction for fiber connection Unknown 38.5714248 -121.3013785 Park MATHER SPORTS CENTER $0 $35 At Cost Construction for fiber connection Unknown 38.57878122 -121.2715594 Park TUSCANY PARK $0 $35 At Cost Construction for fiber connection ITEM 9.9.

ATTACHMENT 3

Unknown 38.58584557 -121.2778175 Park RENAISSANCE PARK $0 $35 At Cost Construction for fiber connection Unknown 38.57236639 -121.3142702 Park COUNTRYSIDE PARK $0 $35 At Cost Construction for fiber connection Unknown 38.56674718 -121.3194079 Park LINCOLN VILLAGE COMMUNITY PARK $0 $35 At Cost Construction for fiber connection Unknown 38.57188847 -121.2780428 Park STONE CREEK PARK $0 $35 At Cost Construction for fiber connection Unknown 38.58147584 -121.2799191 Park COBBLESTONE PARK $0 $35 At Cost Construction for fiber connection Unknown 38.59006705 -121.3184405 Park TAYLOR PARK $0 $35 At Cost Construction for fiber connection Unknown 38.56940092 -121.2010418 Park HILLSDAKE PARK $0 $35 At Cost Construction for fiber connection Unknown 38.60293023 -121.2885629 Park AHLSTROM PARK $0 $35 At Cost Construction for fiber connection Unknown 38.58482061 -121.2808098 Park VILLAGE GREEN PARK $0 $35 At Cost Construction for fiber connection Unknown 38.58476964 -121.2995431 Park WHITE ROCK COMMUNITY PARK $0 $35 At Cost Construction for fiber connection Unknown 38.57488983 -121.2862593 Park SONOMA PARK $0 $35 At Cost Construction for fiber connection Unknown 38.57531382 -121.2826161 Park WATERBROOK PARK $0 $35 At Cost Construction for fiber connection Unknown 38.61611871 -121.2910729 Park LARCHMONT ROSSMOOR PARK $0 $35 At Cost Construction for fiber connection Unknown 38.62487811 -121.2725685 Park SUN RIVER PARK $0 $35 At Cost Construction for fiber connection Unknown 38.61158254 -121.2808579 Park DAVE ROBERTS COMMUNITY PARK $0 $35 At Cost Construction for fiber connection Unknown 38.59609835 -121.3261535 Park RIVER BEND PARK $0 $35 At Cost Construction for fiber connection Unknown 38.60395763 -121.3094559 Park HAGAN COMMUNITY PARK $0 $35 At Cost Construction for fiber connection Unknown 38.60040164 -121.2931381 Park FEDERSPIEL PARK $0 $35 At Cost Construction for fiber connection Unknown 38.58837271 -121.2687645 Park SAN JUAN SOCCER FIELD COMPLEX $0 $35 At Cost Construction for fiber connection Unknown Traffic Signal Trade Center & Kilgore $0 $35 At Cost Construction for fiber connection Unknown Traffic Signal Data & Disk $0 $35 At Cost Construction for fiber connection Unknown Traffic Signal Prospect Park & Stone Creek trail $0 $35 At Cost Construction for fiber connection Unknown Traffic Signal Old Placerville & Bike Trail $0 $35 At Cost Construction for fiber connection Unknown Traffic Signal Lincoln Village Dr & Routiers $0 $35 At Cost Construction for fiber connection Unknown PD Camera Lincoln Village & Viking DR $0 $35 At Cost Construction for fiber connection Unknown PD Camera Terra Loma Dr & W La Loma $0 $35 At Cost Construction for fiber connection Unknown PD Camera Olson Dr Entrance next to Panda Express $0 $35 At Cost Construction for fiber connection Unknown PD Camera W  La Loma & Capitales Dr  $0 $35 At Cost Construction for fiber connection Mather trail by 50 West Ramp  38.5802847 ‐121.309971 Trail Mather Heritage Trail  $0 $35 At Cost Construction for fiber connection Mather Trail North of 50 Bridge  38.5783709 ‐121.3103157 Trail Mather Heritage Trail  $0 $35 At Cost Construction for fiber connection Mather Trail South of 50 Bridge  38.5759849 ‐121.3102664 Trail Mather Heritage Trail  $0 $35 At Cost Construction for fiber connection Mather Trail North of Rockingham 38.5748245 ‐121.3092558 Trail Mather Heritage Trail  $0 $35 At Cost Construction for fiber connection Mather Trail ‐end near Old Placerville 38.5681604 ‐121.3088971 Trail Mather Heritage Trail  $0 $35 At Cost Construction for fiber connection **Monthly Service rate will inlcude the SiFi Monthly Rate and ISP Monthly Rate ITEM 9.9.

ATTACHMENT 3

MEMORANDUM

City Council Staff Report - Page 1 of 1

ITEM 9.10.

DATE: June 19, 2023

TO: Honorable Mayor and Council Members

FROM:

Micah Runner, City Manager
Stefan Heisler, Housing Manager
Edgar Medina, Principal Engineer

SUBJECT: A RESOLUTION AUTHORIZING AN APPLICATION TO AND

PARTICIPATION IN THE BEHAVIORAL HEALTH CONTINUUM

INFRASTRUCTURE PROGRAM FOR THE HEALTH AND WELLNESS

CENTER AT THE MILLS CROSSING PROJECT

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would provide authorization on the required resolution form for City staff to execute the Behavioral Health Continuum Infrastructure Program (BHCIP) Funding Agreement for $7,000,000 for the Wellness Center at the future Mills Crossing project.

BACKGROUND

City staff applied to the BHCIP program in March 2022 and received a conditional award in October 2022 of $7,000,000 with a required 10% City funding match of $700,000. City staff have been working with the BHCIP program staff to execute the program Funding Agreement.

BHCIP program staff have notified the City that an additional City Council resolution using the program’s resolution template will be required prior to disbursement of program funding. This item will adopt the required resolution in order to execute the Funding Agreement and proceed with the disbursement of funding.

All BHCIP funding must be expended by December 2026. Staff anticipates the BHCIP funding will be spent in late 2025 or early 2026 when construction of the Mills Crossing project begins.

FISCAL IMPACT AND FUNDING SOURCE

There is no additional fiscal impact for this action. The BHCIP funding award is $7,000,000 with a 10% required City match which was previously approved by the City Council as part of the project costs.

ATTACHMENT(S)

1. Resolution

ITEM 9.10. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2023

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

STATE OF CALIFORNIA, AUTHORIZING AN APPLICATION TO AND PARTICIPATION IN THE BEHAVIORAL HEALTH CONTINUUM INFRASTRUCTURE PROGRAM ("BHCIP")

WHEREAS, the California Department of Health Care Services, through its contractor Advocates for Human Potential, Inc., (“Department”) has issued a Request for Applications, dated January 31, 2022 (“RFA”), for the BHCIP Program (“Program”). The Department has issued the RFA for Program grant funds pursuant to Welfare and Institutions Code sections 5960-5960.45. Program grant funds are derived primarily from the federal Coronavirus State and Local Fiscal Recover Funds, which was established by the American Rescue Plan Act of 2021, and in part from the State of California General Fund; and WHEREAS, the City of Rancho Cordova, a California municipal corporation ("Applicant”), desires to apply for Program grant funds by submitting an application for Program funds ("Application") to the Department for review and consideration; and WHEREAS, the Department is authorized to administer BHCIP pursuant to Welfare and Institutions Code Section 5960-5960.45. Program funding allocations are subject to the terms and conditions of the RFA, the Application, Standard Agreement (“Standard Agreement”), and all other legal requirements of the Program.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, THAT:

1. Applicant is hereby authorized and directed to submit an Application to the Department in response to the RFA, and to apply for Program grant funds in a total amount not to exceed $7,000,000.

2. If the Application is approved, Applicant is hereby authorized and directed to enter into, execute, and deliver a Standard Agreement in a total amount not to exceed $7,000,000, any and all other documents required or deemed necessary or appropriate to secure the Program funds from the Department and to participate in the Program, and all amendments thereto (collectively, the “Program Documents”).

3. Applicant acknowledges and agrees that it shall be subject to the terms and conditions specified in the Standard Agreement. Any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement. Funds are to be used for the allowable expenditures and activities identified in the Standard Agreement.

4. The City Manager, or his designee (the “Authorized Signatory”), is authorized to execute the Application and the Program Documents on behalf of Applicant for participation in the Program; and Applicant further agrees and authorizes the Authorized Signatory to execute the Declaration of Restrictions and Performance Deed of Trust to be recorded against the Project located at 10153-10179 Folsom Blvd, as more particularly described in the Program Funding Agreement.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 19th day of June, 2023 by the following vote:

ITEM 9.10. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 2 AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Linda Budge, Mayor

Stacy Leitner, CMC
City Clerk

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 9.11.

DATE: June 19, 2023

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 NO. 2020-37-1 WITH THE CITY OF SACRAMENTO TO
EXTEND THE CONTRACT TERM TO JUNE 30, 2025, WHICH

RESULTS IN INCREASING THE CONTRACT AMOUNT FROM
$75,000 TO AN AMOUNT NOT TO EXCEED $145,000 FOR

HOUSEHOLD HAZARDOUS WASTE COLLECTION SERVICES

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute Contract No. 2020-37- 1 with the City of Sacramento to extend the contract term to June 30, 2025, which results in increasing the contract amount from $75,000 to an amount not to exceed $145,000 for Household Hazardous Waste Collection Services.

BACKGROUND

State Law prohibits the disposal of certain hazardous materials in municipal solid waste landfills to prevent groundwater contamination and other negative environmental impacts. Starting in 2007, Rancho Cordova has executed similar agreements with the City of Sacramento to allow residents and businesses to deliver hazardous materials to the Sacramento Recycling and Transfer Station located at 8491 Fruitridge Road. The facility accepts a broad range of hazardous materials that are prohibited from landfill disposal, including paint, oil, batteries, acids, aerosol cans, gasoline, paint thinners, poisons, household cleaners, pool chemicals, solvents, antifreeze, fluorescent bulbs, and e-waste. The City also has similar agreements with Sacramento County and Elk Grove, allowing Rancho Cordova residents and businesses to deliver hazardous materials to their facilities.

The proposed agreement is structured to allow residents to deliver hazardous materials to the facility at no charge, and Rancho Cordova is invoiced accordingly by the City of Sacramento.

This mechanism is designed to provide an incentive for residents to deliver their hazardous materials to the drop-off facilities for proper handling and disposal. Rancho Cordova businesses may also deliver hazardous materials; however, businesses pay the fees directly to the facility.

FISCAL IMPACT AND FUNDING SOURCE

City Council Staff Report - Page 2 of 2

The current and proposed agreements include a flat fee of $70 per vehicle paid by the City for each residential generator delivering hazardous materials to the Sacramento Recycling and Transfer Station. The annual budget of $35,000 per year allows 500 residential vehicles to deliver hazardous materials to the facility, which is sufficient to meet the current demand. The contract is funded by the Public Works operating budget and has no impact on the City’s General Fund.

ATTACHMENT(S)

1. Resolution

2. Contract 2020-37-1

ITEM 9.11. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2023

A RESOLUTION OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2020-37-1 WITH THE CITY OF SACRAMENTO TO EXTEND THE CONTRACT TERM TO JUNE 30, 2025, WHICH RESULTS IN INCREASING THE CONTRACT AMOUNT FROM $75,000 TO AN AMOUNT NOT TO EXCEED $145,000 FOR HOUSEHOLD HAZARDOUS WASTE

COLLECTION SERVICES

WHEREAS, State law prohibits the disposal of certain hazardous waste in municipal solid waste landfills because it is harmful to the environment; and WHEREAS, the proper handling, transportation, recycling and disposal of hazardous waste is vital to the protection of human health and the environment; and WHEREAS, the City of Sacramento operates a household hazardous waste drop-off facility at the Sacramento Recycling and Transfer Station located at 8491 Fruitridge Road; and WHEREAS, the agreement allows Rancho Cordova residents to deliver hazardous waste to the facility at no charge for safe and legal handling, recycling and disposal; and WHEREAS, the City of Rancho Cordova pays the disposal fees for residential generators to the City of Sacramento to incentivize use of the facility; and WHEREAS, the Cities of Sacramento and Rancho Cordova entered into Contract No. 2020-37 on July 1, 2020, in the amount of $75,000 to allow Rancho Cordova residents to deliver hazardous waste to the Sacramento Recycling and Transfer Station; and WHEREAS, the Cities wish to extend the Agreement through June 30, 2025, which results in increasing the contract amount to an amount not to exceed $145,000; and WHEREAS, those services will exceed the maximum amount the City Manager is authorized to approve; and
WHEREAS, the Agreement will be paid through the Public Works operating budget and has no impact to 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 No. 2020-37-1 in an amount not to exceed $145,000 in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 19th day of June, 2023 by the following vote:

AYES:

NOES:

ITEM 9.11. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 2 ABSENT:

ABSTAIN:

ATTEST:

Linda Budge, Mayor

Stacy Leitner, CMC
City Clerk

ITEM 9.11. ATTACHMENT 2 Contract 2020-37-1

FIRST AMENDMENT TO AGREEMENT

BETWEEN THE CITY OF RANCHO CORDOVA

AND CITY OF SACRAMENTO FOR HOUSEHOLD

HAZARDOUS WASTE COLLECTION PROGRAM COSTS
THIS FIRST AMENDMENT is made and entered into on July 1, 2023, by and between the CITY OF RANCHO CORDOVA, a municipal corporation, (hereafter “RC”) and the CITY OF SACRAMENTO, a municipal corporation, (hereinafter referred to as "CITY”).

RECITALS
WHEREAS, RC and CITY previously entered into an Agreement on July 1, 2020, to provide for the cooperation in utilizing CITY collection facilities to provide convenient access to RC residents for their disposal of Household Hazardous Waste, and to have RC reimburse the CITY for the costs incurred therewith (hereinafter "Agreement"); and
WHEREAS, the term of the agreement was for three years with a not to exceed amount of $25,000 in reimbursable costs per fiscal year by RC to the CITY.

WHEREAS, RC and CITY desire to formally amend said Agreement to extend the term and continue with RC reimbursing the CITY costs but with an increase in the annual not to exceed amount of up to $35,000 per fiscal year for an additional two years.

NOW, THEREFORE, the Agreement is amended as follows:

1.TERM
The term of this Agreement is hereby amended to remain in effect and end on June 30, 2025.

2. REIMBURSEMENT
Section 5.f shall be deleted and replaced as follows:
f) In no event shall RC pay more than $35,000 to CITY for the services contemplated under this agreement annually (based on each fiscal year in which this agreement is in effect). If invoices exceed the cap set by this provision in any fiscal year, either party at their sole option may cancel this Agreement or the

ITEM 9.11. ATTACHMENT 2 Contract 2020-37-1

parties may agree to renegotiate the fee provision under this section.

3.REAFFIRMATION
Except as expressly stated herein, the Agreement shall remain in full force and effect.

4.ENTIRE AGREEMENT
The Agreement, as amended by this First Amendment, and any attachments hereto, constitute the entire understanding between RC and CITY concerning the subject matter contained herein.

5.EFFECTIVE DATE
This First Amendment shall be deemed effective as of the date first written above.

6.AUTHORITY TO EXECUTE
Each person executing this First Amendment represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this First Amendment for or on behalf of the parties to this First Amendment. Each party represents and warrants to the other that the execution and delivery of the First Amendment and the performance of such party's obligations hereunder have been duly authorized.

7.DUPLICATE COUNTERPARTS
This First Amendment may be executed in duplicate counterparts and shall be deemed executed when signed by both parties. Signatures scanned and transmitted electronically shall be deemed original signatures for purposes of this First Amendment, with such scanned signatures having the same legal effect as original signatures. This First Amendment may be executed through the use of an electronic signature and will be binding on each party as if it were physically executed.
(SIGNATURE PAGE FOLLOWS)

ITEM 9.11. ATTACHMENT 2 Contract 2020-37-1

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

CITY OF RANCHO CORDOVA, a
Municipal Corporation
CITY OF SACRAMENTO, a Municipal
Corporation
By:

Micah Runner, Rancho Cordova
City Manager
Approved as to form:
_________________________
Adam Lindgren, City Attorney
ATTEST:

By: _______
Stacy Leitner, CMC, City Clerk
By:

For: Howard Chan, City Manager
Approved as to form:
__________________________
Michael Fry, Senior Deputy City
Attorney
ATTEST:

By: _______
For: Mindy Cuppy, City Clerk

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 9.12.

DATE: June 19, 2023

TO: Honorable Mayor and Council Members

FROM: Michelle Mingay, Senior Finance Analyst

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 2023-2024

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

The Resolution is part of the annual process to levy and collect special taxes in the Rancho Cordova Special Police Tax Area (the “District”). Adoption of the Resolution would authorize and direct the Administrative Services Director to determine, or cause to be determined, the District’s Fiscal Year 2023-24 Maximum Special Tax Rates, to establish the Special Taxes to be levied against developed parcels within the District and to cause such charges to be applied to the annual Property Tax Roll.

BACKGROUND

In 2003, the City recognized the need for increased police protection services in new developments, and the difficulty of funding the increased level of services with existing municipal revenues. On July 1, 2003, the City Council adopted Resolution No. 30-2003, providing for a special tax to be imposed on newly developed parcels within the District for the purpose of funding police protection services and such related costs, as provided by Government Code section 53978.

In order to implement this funding mechanism, the City negotiated provisions of development agreements by which property owners agreed to support the levy of a police services special tax on the properties within their developments. The City also included this provision as a condition of approval for developments without development agreements.

The annual levy of special taxes was approved and authorized by a vote of 2/3 of each Zone’s property owners and through various Ordinances. Each Zone’s Ordinance established a base year special tax rate and an annual special tax rate escalation formula. Each year, the Special Tax Rate for the developed parcels within the District shall increase by the annual percentage increase in the April Consumer Price Index (San Francisco-Oakland-San Jose, CA) as reported by the Bureau of Labor Statistics. The Ordinances also direct the City Council to determine the

City Council Staff Report - Page 2 of 2

amount of the annual special tax levy.

The District is currently comprised of twenty-six (26) Special Police Tax Zones. The special tax, which is to be levied annually following the issuance of a building permit, shall be billed as a separate line item on the respective parcel’s property tax bill. The District’s FY 2023-24 Special Tax Levy is projected to be $1,539,347. The District’s FY 2022-23 Special Tax Levy was $1,395,105.

In order to proceed with this year’s levy, it is recommended that the City Council approve the Resolution which approves the District’s Escalation Factors to be used to calculate the District’s Fiscal Year 2023-24 Maximum Special Tax Rates, authorizes and directs the Administrative Services Director to use the tables within Exhibit A to determine, or cause to be determined, the District’s Fiscal Year 2023-24 Maximum Special Tax Rates, to establish the Special Taxes to be levied to the District parcels for the fiscal year and to cause such charges to be applied to the County Property Tax Roll in order to provide funding for police protection services and such related costs.

FISCAL IMPACT AND FUNDING SOURCE

The Special Tax Levy is projected to provide $1,539,347 in revenue which shall be used solely for the purposes of obtaining, operating and maintaining police protection equipment and apparatus, paying salaries and benefits of police protection personnel and for such other police protection service expenses, excepting the charges imposed by the County to place the special taxes onto the County tax roll in pursuant to Government Code section 53978.

ATTACHMENT(S)

1. Resolution

2. Exhibit A to the Resolution - FY 2023-24

ITEM 9.12. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2023

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

OF CALIFORNIA, DETERMINING THE SPECIAL TAX RATES AND AUTHORIZING THE

LEVY OF SPECIAL TAXES FOR POLICE PROTECTION SERVICES WITHIN THE RANCHO CORDOVA SPECIAL TAX AREA FOR FISCAL YEAR 2023-24.

WHEREAS, on July 1, 2003, the City Council adopted Resolution No. 30-2003, establishing all of the City of Rancho Cordova as the Rancho Cordova Special Police Tax Area (hereinafter referred to as the “Special Police Tax Area” or “District”); and

WHEREAS, the City Council has previously adopted Resolutions and Ordinances creating several Zones within the Special Police Tax Area and establishing proposed Special Taxes for each Zone pursuant to Government Code section 53978; and

WHEREAS, the City Council has previously directed the City Clerk to conduct elections through a mailed ballot proposition, pursuant to Elections Code section 4000, for each Zone and has received favorable votes from the qualified electors approving and authorizing the levy of special taxes onto the parcels with each Zone pursuant to Government Code section 53978; and

WHEREAS, the City Council desires to authorize the Administrative Services Director to determine the special taxes and to apply the special taxes against the taxable parcels of land lying within the Zones of the Special Police Tax Area for the fiscal year commencing July 1, 2023, and ending June 30, 2024, in order to generate funding for police protection services and such related costs as provided by Government Code section 53978; and

WHEREAS, City Council and its legal counsel have reviewed Proposition 218 and found that these Special Taxes comply with applicable provisions of Article XIIIC and Article XIIID of the California State Constitution; and
WHEREAS, upon reasonable written notice by Sacramento County of any claim or challenge, the City of Rancho Cordova agrees to defend with counsel of its choice, indemnify and hold harmless Sacramento County, its Board of Supervisors, officers, officials, agents and employees (collectively “the County”), against the payment of any liabilities, losses, costs and expenses, including attorney fees and court costs, not due to the County’s own active negligence or willful misconduct, which the County may incur in the exercise and performance of its powers and duties in placing these Special Taxes onto the County roll and tax bills for the City of Rancho Cordova.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA as follows:

1. The City Council hereby approves the District’s Base Maximum Special Tax Rates together with the fiscal year 2023-24 Escalation Factors, both of which are attached hereto as Exhibit A, that shall be used to determine the District’s Fiscal Year 2023-24 Special Tax Rates. Furthermore, each taxable parcel shall be taxed at 100% of the Maximum Special Tax Rate.

2. The City Council hereby authorizes and directs the Administrative Services Director to

ITEM 9.12. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 2 use the attached Exhibit A to determine, or cause to be determined, the Fiscal Year 2023-24 Special Tax Rate for each District parcel, to establish the Special Taxes to be levied to the District parcels for the Fiscal Year 2023-24 and to cause such charges to be applied to the County Tax Roll.

3. The Special Tax rates shall not exceed the Maximum Special Tax Rates authorized and approved by the qualified electors.

4. The Special Tax rates shall not exceed the Maximum Special Tax Rates established through the Ordinances adopted by the City Council.

5. The revenues from such special taxes shall be used for the services for which it was imposed, and for no other purpose, excepting the amount of collection costs imposed by the County to place the special taxes onto the County tax roll pursuant to Government Code section 53978.

6. The County Auditor of the County of Sacramento shall enter on the County Tax Roll opposite each eligible parcel of land the amount of such levy amounts submitted by Francisco & Associates, Inc, the Administrative Services Director’s designate. Such levies shall be collected at the same time and in the same manner as the County taxes are collected, pursuant to Government Code section 53978.

7. After collection by the County, the net amount of the levy shall be paid to the City Treasurer. The City Treasurer shall deposit all money representing special taxes collected by the County for the District to the credit of an account for the Rancho Cordova Special Police Tax.

8. The adoption of this Resolution authorizes the District levy for the fiscal year commencing July 1, 2023, and ending June 30, 2024.

9. Francisco & Associates, Inc. is hereby designated to file the levy with the County Auditor/Controller on behalf of the City. The City Clerk is directed to deliver a certified copy of this adopted Resolution to Francisco & Associates, Inc. within two weeks of adoption via either e-mail to [email protected] or US Mail to: 5927 Balfour Court, Suite 109, Carlsbad, CA. 92008 - Attn: Brian Brown.

10. The above recitals are all true and correct. The City Clerk shall certify to the passage and adoption of this Resolution, and the minutes of this meeting shall so reflect the above City Council action.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 19th day of June, 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Linda Budge, Mayor

Stacy Leitner, CMC
City Clerk

Exhibit A
City of Rancho Cordova
Rancho Cordova Special Police Tax Area
Fiscal Year 2023/24 Special Tax Rates

BASE YEAR MAXIMUM SPECIAL TAX RATES
The following table lists the Rancho Cordova Special Police Tax Area’s (the “Area”) Base Maximum Special Tax Rates for each Zone. Upon the issuance of a building permit, each Area parcel shall be levied at its respective Base Maximum Special Tax Rate in the following fiscal year. Each year thereafter, the Maximum Special Tax Rate of each taxable parcel shall be increased using the annual percentage change in the area’s April Consumer Price Index.

Base Tax Rate
Base Tax Rate Per Non-Residential
Per Residential Unit / Acre / Non-Residential
Zone Residential Parcel Parcel
1 $250.00 / unit Not Applicable
2 $250.00 / unit $653.40 / acre
3 $250.00 / unit Not Applicable
4 $250.00 / parcel $250.00 / parcel
5 $250.00 / unit $653.40 / acre
6 $250.00 / unit $653.40 / acre
7 $250.00 / unit Not Applicable
8 $250.00 / unit $653.40 / acre
15 $250.00 / unit $653.40 / acre1
16 $250.00 / unit $653.40 / acre
17 $250.00 / unit $653.40 / acre
18 $250.00 / unit $653.40 / acre
19 $250.00 / unit $653.40 / acre
20 $250.00 / unit $653.40 / acre
21 $250.00 / unit $653.40 / acre
22 $250.00 / unit $653.40 / acre
23 $250.00 / unit $653.40 / acre
24 $250.00 / unit $653.40 / acre
25 $250.00 / unit $653.40 / acre
26 $251.00 / unit $653.40 / acre
29 $450.00 / unit $1,000.00 / acre
38 $450.00 / unit $1,000.00 / acre
39 $250.00 / unit Not Applicable
1 Industrial Parcels in Zone 15 are levied $1,000 per parcel and all other Non-Residential properties are to be levied the base rate of $653.40 per acre.

ITEM 9.12.

ATTACHMENT 2
Exhibit A to the Resolution

Parcels within Zones 2A, 9, 10, 11, 12, 13, 14, 27, 28, 30, 31, 32, 33, 34, 35, 36 and 37 are no longer levied through the Special Police Tax Area as these services are being funded through other revenue sources.

FISCAL YEAR 2023/24 ESCALATION FACTORS
T
he Maximum Special Tax Rate of each taxable parcel shall be increased using the annual change in the San Francisco- Oakland-San Jose, CA Consumer Price Index (the “CPI”). The annual increase in the CPI from the previous year is 4.19173%.

The following table lists the Fiscal Year 2023 /24 Escalation Factors to be applied to the above Base Year Maximum Special Tax Rates to determine the Fiscal Year 20 23/24 Maximum Special Tax Rates. The Escalation Factors are calculated each year using the annual changes in the April CPI. The date of a parcel’s building permit establishes the base CPI. The base CPI and the most recent April CPI are used to determine the Escalation Factor to be applied to each taxable parcel. For example, the escalation factor for a parcel receiving a building permit on July 1, 2004, would be 1. 671585 (338.496 divided by 202.50).

To determine the Maximum Special Tax Rates, each taxable parcel’s Base Year Maximum Special Tax Rate shall be multiplied by the applicable Escalation Factor. For example, a residential parcel in Zone 1 would have a base tax rate of $250 per unit; ha d this parcel received a building permit on July 1, 2004, its escalation factor would be

1.671585. Therefore, its Maximum Special Tax Rate would be $250.00 x 1. 671585 or $417.90 per unit.

SPECIA

L TAX RATES
Each taxable parcel shall be taxed at 100% of the Maximum Special Tax Rate.

Escalation Factor
Date of Month and Year CPI to be Applied
Building Permit of CPI Factor Factor(1) to Base Rate(2) July 1, 2004 - June 30, 2005 April 2005 202.500 1.671585 July 1, 2005 - June 30, 2006 April 2006 208.900 1.620373 July 1, 2006 - June 30, 2007 April 2007 215.842 1.568258 July 1, 2007 - June 30, 2008 April 2008 222.074 1.524249 July 1, 2008 - June 30, 2009 April 2009 223.854 1.512128 July 1, 2009 - June 30, 2010 April 2010 227.697 1.486607 July 1, 2010 - June 30, 2011 April 2011 234.121 1.445816 July 1, 2011 - June 30, 2012 April 2012 238.985 1.416390 July 1, 2012 - June 30, 2013 April 2013 244.675 1.383452 July 1, 2013 - June 30, 2014 April 2014 251.495 1.345935 July 1, 2014 - June 30, 2015 April 2015 257.622 1.313925 July 1, 2015 - June 30, 2016 April 2016 264.565 1.279444 July 1, 2016 - June 30, 2017 April 2017 274.589 1.232737 July 1, 2017 - June 30, 2018 April 2018 283.422 1.194318 July 1, 2018 - June 30, 2019 April 2019 294.801 1.148219 July 1, 2019 - June 30, 2020 April 2020 298.074 1.135611 July 1, 2020 - June 30, 2021 April 2021 309.419 1.093973 July 1, 2021 - June 30, 2022 April 2022 324.878 1.041917 July 1, 2022 - June 30, 2023 April 2023 338.496 1.000000 1 April CPI-U (San Francisco-Oakland-San Jose, CA) Bureau of Labor Statistics. 2 Escalation factors have been rounded for presentation purposes.

ITEM 9.12.

ATTACHMENT 2
Exhibit A to the Resolution

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 9.13.

DATE: June 19, 2023

TO: Honorable Mayor and Council Members

FROM: Darcy Goulart, Planning Manager

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2023-84 WITH AECOM IN AN AMOUNT NOT TO
EXCEED $420,894 FOR A TERM OF JUNE 19, 2023, TO DECEMBER 31, 2024, FOR THE PREPARATION OF AN ENVIRONMENTAL

IMPACT REPORT FOR THE WESTBOROUGH AT EASTON SPECIFIC

PLAN PROJECT

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of this Resolution would authorize the City Manager to execute a contract with AECOM in an amount not to exceed $420,894 for a term of June 19, 2023, to December 31, 2024, for the preparation of an Environmental Impact Report for the Westborough at Easton Specific Plan project.

BACKGROUND

Easton Development Company LLC submitted an application for a 1,550-acre new Specific Plan project consisting of a mixture of residential, commercial, office and open space uses. The proposal is considered a project under the California Environmental Quality Act (CEQA) and has potential environmental impacts that rise to the level of needing an Environmental Impact Report (EIR).

In March of this year, the City sent out a Request for Proposal (RFP) and received one proposal from a firm within the region. After a thorough review of the proposal, it was determined that AECOM was selected to prepare the EIR. The contract amount is $420,894 and includes various required tasks for the preparation of an EIR. Attachment 2 to the staff report includes the Professional Services Agreement, as well as the proposed scope of work, schedule and budget. The applicant, Easton Development Company LLC, will fully fund the cost of the EIR.

Additional details regarding funding are provided in the fiscal impact section of the staff report.

FISCAL IMPACT AND FUNDING SOURCE

The contract is funded by Easton Development Company LLC, the applicant for Westborough at Easton Specific Plan project. The City will enter into a reimbursement agreement with the applicant, which requires an initial deposit of $175,483. This amount covers costs associated

City Council Staff Report - Page 2 of 2

with Task 1, 2, and half of Task 3. Additionally, at no time shall the deposit amount drop below $20,000. When the deposit is nearing the minimum amount, the applicant will be notified to submit additional funds. If funds are not deposited within 10 days of a request, the City can cease processing all work related to the EIR.

ATTACHMENT(S)

1. Resolution

2. Professional Services Agreement AECOM June 2023

ITEM 9.13. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 1

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2023

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

OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH AECOM FOR AN AMOUNT NOT TO EXCEED $420,894 FOR THE PREPARATION OF

AN ENVIORNMENTAL IMPACT REPORT FOR THE WESTBOROUGH AT EASTON

SPECIFIC PLAN PROJECT

WHEREAS, the City of Rancho Cordova wishes to contract with AECOM for the preparation of an Environmental Impact Report for the Westborough at Easton Specific Plan project; and
WHEREAS, those services will exceed the maximum amount the City Manager has authorization to approve; and
WHEREAS, adoption of this Resolution will authorize the City Manager to execute Contract No. 2023-84 for an amount not to exceed $420,894 for a term beginning June 19, 2023, and ending December 31, 2024; and
WHEREAS, the applicant, Easton Development Company LLC, will be responsible for all costs incurred by AECOM for the amount of $420,894; and WHEREAS, the City will enter into a separate Reimbursement Agreement with Easton Development Company LLC for the amount of $420,894

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager to execute a professional services agreement with AECOM in a form substantially similar to that attached as Exhibit A.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 19th day of June, 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN

ATTEST:

Linda Budge, Mayor

Stacy Leitner, CMC
City Clerk

CONTRACT NO.: 2023-84
Last Revised January 2022
Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 1 of 18

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF RANCHO CORDOVA AND
AECOM
THIS AGREEMENT for professional services is made by and between the City of Rancho Cordova, a California municipal corporation (“City”), and AECOM, a corporation (“Professional”) as of June 19, 2023 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 December 31, 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. Notwithstanding any other provisions of this Agreement, Consultant shall not have liability or be deemed in breach of contract for any delays which are caused by any factor outside of its reasonable control, including but not limited to natural disasters, epidemics and pandemics, adverse weather, or acts of the City, third parties, or governmental agencies.

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.

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84
Last Revised January 2022
Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 2 of 18

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 $413,199 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 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.

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84
Last Revised January 2022
Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 3 of 18

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 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 four thousand eight hundred and fourteen dollars ($4,814 ). 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 ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 4 of 18

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 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 5 of 18

Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Professional, at its own cost and expense, shall procure "occurrence coverage" insurance (except for Professional Liability, which shall be on a claims-made basis) 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 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 designated volunteers for loss arising from work performed under this Agreement.

Coverage shall not be canceled except after thirty (30) days' prior written notice 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.

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 6 of 18

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 of TWO MILLION DOLLARS ($2,000,000.00) per occurrence and in the aggregate and automobile liability insurance for the term of this Agreement in an amount of ONE MILLION DOLLARS ($1,000,000.00) per occurrence and in the aggregate. The commercial general liability and automobile 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, designated agents, and designated 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, designated agents, or designated volunteers.

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

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 7 of 18

c. Coverage is primary insurance with respect to the City and its officers, officials, employees and designated 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, designated agents, and designated volunteers.

e. Coverage shall not be canceled except after thirty (30) days' prior written notice 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.

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 8 of 18

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.

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 review complete, certified copies of all required insurance policies, at Professional’s office.

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 be responsible for the self-insured retentions and deductibles.

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, designated agents, and designated volunteers. The Contract Administrator may condition approval of an ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 9 of 18

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. Except for Professional Liability, 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.

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:

▪ 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, designated agents, and designated 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 ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 10 of 18

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.

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 ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 11 of 18

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 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.

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 12 of 18

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

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 13 of 18

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

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 14 of 18

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.

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 ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 15 of 18

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.

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, ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 16 of 18

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.

10.9 Contract Administration. This Agreement shall be administered by Darcy Goulart ("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:

Matthew Gerken, Associate Vice President
2020 L. Street, Suite 300
Sacramento, CA 95811
Email Address (for Insurance Update Requests)
[email protected]

Any written notice to City shall be sent to:

Darcy Goulart, Planning Manager
2729 Prospect Park Drive
Rancho Cordova, CA 95670

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.

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 17 of 18

_________________________________________
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 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Last Revised January 2022

Professional Services Agreement between June 19, 2023
City of Rancho Cordova and AECOM Page 18 of 18

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

______________________________ ______________________________ Micah Runner, City Manager Matthew Gerken, Associate Vice President

Date: ____________________ Date: ____________________

Attest:

______________________________
Stacy Leitner, CMC, City Clerk

Date: ____________________

Approved as to Form:

______________________________
Adam U. Lindgren, City Attorney

ITEM 9.13.

ATTACHMENT 2

CONTRACT NO.: 2023-84

Professional Services Agreement between [DATE]
City of Rancho Cordova and ______________--Exhibit A Page 1 of 1

EXHIBIT A

SCOPE OF SERVICES

.

ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 8
Project Understanding
AECOM understands that the proposed Westborough at Easton Specific Plan envisions a 1,557-acre, master planned community with residential, commercial mixed use, transit-oriented development, schools, parks, and open spaces and preserve areas. The project site is located along the eastern edge of Rancho Cordova and includes areas both within City limits and in unincorporated Sacramento County. We understand the Specific Plan proposes the following elements:
 Approximately 7,130 residential units
 Six neighborhood villages
 Six commercial core areas
 Approximately 390 acres of commercial uses
 Three schools
 Approximately 76 acres of parks
 Approximately 15.8 acres of neighborhood green space
 Approximately 199 acres of open space
 Approximately 55.9 acres of Elderberry preserve
We understand the 2016 draft Specific Plan has been revised, and that the applicant has re-initiated the previous entitlement process. Various resource studies, permit processes, and agency coordination efforts have already been commissioned by the project applicant.

Environmental Issues
The proposed AECOM team has encountered an array of different environmental issues in decades of work completing CEQA review for large-scale development projects in the Sacramento region. Our breadth of experience allows us to respond to any challenging environmental analyses, public concerns, or regulatory input. We anticipate that this Specific Plan will attract a significant amount of attention given the scale of the proposal and some of the important planning and environmental issues raised. The preliminary review of key issues below is not meant to be exhaustive but reflects our familiarity with the setting and concerns raised as a part of other projects in the region.

Air Quality
The proposed project will have a large construction footprint and generate criteria air pollutants and toxic air contaminants during construction. Operation of the proposed uses will generate vehicle trips to and from the area, which also contribute air pollutants. Benefits of density and mixing of land uses, as well as proximity to high-quality transit should be factored into the VMT analysis that would also be incorporated into the air quality and GHG emissions sections of the Specific Plan EIR. Typically, the Sacramento Metropolitan Air Quality Management District would request an air quality management plan for projects and plans that require annexation with a goal of reducing mobile source ozone precursors by at least 35 percent (though nonmobile source reductions can count toward this goal). For larger mixed-use plans, the air quality management plan often requires some adjustments to the proposed land use array and/or transportation facilities in order to achieve what is often an ambitious reduction target.

Biological Resources
The project site is located on sparsely developed land at the fringes of the city of Rancho Cordova and has high potential for sensitive biological resources to be present, including special-status plants and wildlife pursuant to the federal and state Endangered Species Acts (e.g., Valley Elderberry Longhorn Beetle) and wetlands defined pursuant to the Clean Water Act and the Porter-Cologne Water Quality Control Act. Impacts to these resources will need to be considered carefully in the EIR and thorough, defensible mitigation measures ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 9
identified for all potentially significant impacts. The City of Rancho Cordova is a participating agency in the South Sacramento Habitat Conservation Plan (HCP), which established a long-term plan for a connected preserve system of over 36,000 acres. However, the Specific Plan Area is located just outside of the Urban Development Area of the SSHCP. Avoidance measures from the SSHCP could be incorporated, as needed to reduce species-specific impacts, given that these measures have already been vetted and approved by regulatory agencies.

Cultural and Tribal Cultural Resources
The project site is located in proximity to the American River and other local tributaries, such as Buffalo Creek and Alder Creek. Lands adjacent to waterways are typically hotbeds for cultural resources, including artifacts, former habitation sites, and burial grounds. A careful assessment of potentially sensitive cultural sites and affiliated Native American tribes will be critical for the project EIR. Diligent tribal outreach can ensure specific concerns are raised early by tribal members and impacts are mitigated with their input. Thorough cultural resource documentation is also needed to facilitate interagency consultations during the permitting process.

Greenhouse Gas Emissions
Particularly for larger-scale plans, GHG emissions impact analysis methodology and mitigation strategies attract the interest of public agencies and environmental advocacy groups. However, we understand that the City intends to adopt a climate action plan that provides the required “Plan Elements” recommended in CEQA Guidelines Section 15183.5(b), and further, that the intent would be to evaluate future projects according to their consistency with the City’s climate action plan, rather than providing a stand-alone GHG impact analysis.

We assume the City’s climate action plan consistency checklist will be available for this EIR, and that the applicant team has been considering consistency with the draft climate action plan in their 2022 and 2023 revisions to the Specific Plan. Most climate action plans include reduction strategies for new development, as well as proactive actions that are in the purview of the local agency. In addition to Specific Plan consistency analysis, it may be helpful for the Specific Plan EIR to report on the City’s progress on reduction strategies that are the City’s responsibility.

Hazards and Hazardous Materials
Given historic uses in the vicinity of the Specific Plan Area, the approach to analysis and mitigation for hazardous materials effects will be critically important. Fortunately, based on the decades of master planning and environmental review for this Specific Plan Area and adjacent areas, there is detailed information available on existing hazardous materials conditions, as well as long-term and ongoing efforts to remediate these issues in anticipation of development.

Hydrology and Water Quality
Based on a preliminary review of aerial imagery and the Specific Plan Area, there are several streams and tributaries which have the potential to be impacted by the proposed project. It is essential that the Specific Plan include design strategies to avoid these areas and/or the EIR includes mitigation measures to avoid or reduce these impacts to the maximum extent feasible. These mitigation measures should be as consistent as possible with best management practices and avoidance/minimization measures likely to be required by regulatory agencies with oversight of the project, such as the U.S. Army Corps of Engineers (USACE), Regional Water Quality Control Board (RWQCB), and California Department of Fish and Wildlife (CDFW). Avoidance measures from the SSHCP should also be incorporated, as needed to reduce water quality impacts, given that these measures have already been vetted and approved by regulatory agencies. Regulatory comments on EIRs can be time-consuming, costly, and result in last-minute project changes if impacts not appropriately anticipated at an early stage.

Noise and Vibration
The Specific Plan’s large construction footprint will require a comprehensive assessment of potential noise and vibration impacts. Construction noise is a component of development projects experienced most directly by nearby land uses. Given the project’s location south of Highway 50 in a relatively undeveloped area, noise ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 10
impacts are not anticipated to be as severe as a project bordered by sensitive uses in a dense urban area.

However, given the scale of the proposal, the transportation noise effects will extend outward from the Specific Plan Area and will affect other parts of the city that could have noise-sensitive uses adjacent to affected streets and roadways.

Public Services, Utilities, and Service Systems
Given the state of water supply in California and recent severe droughts, and historic water supply issues in the broader area surrounding the Specific Plan Area, the Specific Plan is likely to come under scrutiny for its water demand and reliability of supplies. As required by Senate Bill (SB) 610, projects with over 500 residential units require a Water Supply Assessment (WSA) to determine availability of supplies to meet projected demand. The ability to provide utilities to the site without causing unintended or indirect environmental impacts (i.e., a new service line through a sensitive area) is also a key issue to analyze in the EIR. Further, the project proposes to expand into an area where public services may not be readily available and the ability of fire, police, and emergency responders to serve the site will be important to confirm early in the process. Depending on the proximity to existing service facilities, additional improvements may be requested by these agencies to ensure the project is properly served, and all improvements will need to be considered during the environmental review process.

Transportation
The proposed Specific Plan would introduce new vehicle traffic adjacent to the highly traveled Highway 50 corridor and, according to materials surveyed during preparation of this Proposal, we understand the area will require a new interchange with the highway. Caltrans will be involved in the Specific Plan review process given the nexus with the state highway system. Caltrans typically requires a detailed level of design before reviewing plans for permit approvals, which can result in late design changes and inconsistencies between environmental review and design. Early and frequent coordination with Caltrans will be essential to receive feedback prior to advanced design. The approach to VMT impact analysis and mitigation will be a critically important portion of the Specific Plan’s design, as well as the Specific Plan EIR analysis. There are many acceptable approaches to setting VMT thresholds and a variety of options for density, mixing of uses, transportation connectivity, and high-quality non-vehicular transportation facilities available to move toward the established VMT thresholds.

Since VMT impacts are a proxy for environmental impacts related to air pollutant emissions, GHG emissions, and transportation noise, an “indirect” approach that is fundamentally based in GHG emissions impacts, for example, is also an option for the City and this Specific Plan EIR.

Other Environmental Issues
Other environmental resource issue areas may include aesthetics, population and housing, and wildfire. The project is likely to change the visual character of the area and introduce new sources of light and glare, which will need to be disclosed in the EIR.

ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 11
Technical Scope of Services
AECOM proposes the following scope of services to facilitate environmental review of the project as detailed in the RFP.

Task 1: Project Initiation
Following the execution of our agreement with the City, AECOM will participate in a kick-off meeting to finalize the work program and collect information on the Specific Plan. We assume would include City staff responsible for overseeing processing of the Specific Plan application, representatives of the Specific Plan applicant team, and key AECOM staff.

We will prepare a meeting agenda to help guide the discussion, if so directed by the City. The kickoff meeting will serve to review and confirm the accuracy of the project description, the project scope of services, and the schedule goals, including critical path tasks and milestones, communications protocol, and the roles and responsibilities of the team members. We recommend a discussion related to the key issues associated with the groundwater extraction and treatment facilities, future anticipated operations, and the ability to impose mitigation, if needed. We recommend a discussion regarding the availability of relevant technical information related to AMPAC Fine Chemicals, as well as whether the City should request that LAFCo evaluate the scope of services and confirm that it will be appropriate for use in relation to the portion of the Specific Plan Area that would involve annexation. AECOM will prepare and share meeting minutes.

Based on the available information provided by the Specific Plan applicant and confirmation of the proposed characteristics at the kickoff meeting, AECOM will prepare a draft CEQA project description that will serve as the basis of the EIR analysis. The draft project description will be submitted to the City for review and comment, and we understand that the City may request additional information from the Specific Plan applicant in response to this review of the draft project description. Based on the City’s consolidated comments, AECOM will revise the project description for distribution to the City and our internal team engaged on the EIR analysis.

Task 2: Notice of Preparation and Project Scoping
AECOM will prepare a Notice of Preparation (NOP) pursuant to CEQA. The NOP will identify anticipated environmental issues to be assessed in the EIR and provide an opportunity for public input on the scope of the environmental analysis. AECOM will provide the draft NOP to the City planning team for one round of review and comment. Electronic copies will be provided in Word and PDF formats.

Once reviewed and edited, AECOM will provide a final version of the NOP to the City for final review. Upon approval by the City, AECOM will publish the NOP with the State Clearinghouse and the Sacramento County Clerk-Recorder’s Office. Publication of the NOP will start the 30-day public comment period.

AECOM assumes a public scoping meeting will be held during the 30-day comment period and up to two AECOM staff will attend the scoping meeting in support of the City. AECOM can prepare and present a short presentation at the public scoping meeting, if requested by the City, as well as facilitate input provided by those in attendance.

Following the scoping meeting and comment period, AECOM will prepare a scoping summary report. The summary report will be provided in memo format to the City planning team and will concisely summarize the comments received during the scoping period. Comments received during scoping will be considered during the Draft EIR phase.

Task 3: Draft Environmental Impact Report
Subtask 3.1: Administrative Draft EIR
Once the NOP is published, AECOM will begin preparing the Administrative Draft EIR (ADEIR). The ADEIR will be ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 12
based on the project description developed previously as a part of project initiation. All data inputs requested in Task 1 will need to be received to complete this task, although progress can be made by assessing non- technical resource areas in the interim. The ADEIR will be prepared to meet all requirements of CEQA and include an analysis of CEQA Guidelines Appendix G resource categories, as detailed further below. Direct, indirect, and cumulative impacts of the proposed Specific Plan will be discussed for all resource categories.

Any substantive changes to the project description following initiation of Task 3 may require a contract amendment due to rework.

Aesthetics
AECOM will conduct a site reconnaissance of the Specific Plan Area and will document existing conditions through photographs and a brief narrative description. The proposed Specific Plan would be assessed for potential impacts to scenic vistas or resources, conflicts with regulations governing scenic quality, substantial changes to the visual character of the Specific Plan Area, and impacts resulting from new sources of light and glare. Potential building heights and massing will be considered in this analysis, along with any scenic highways, vistas, or viewsheds in the nearby area. Mitigation measures will be prescribed for all impacts identified. The Specific Plan will demonstrate consistency with applicable City policies and regulations addressing aesthetics.

We assume the Specific Plan does not include signage directed at U.S. Highway 50, but if this is the case, the applicant will need to demonstrate consistency with City and Caltrans guidance for such signage. We assume no need for a visual simulation.

Air Quality and Odors
AECOM will evaluate Specific Plan impacts on air quality based on the guidance provided by the Sacramento Metropolitan Air Quality Management District (SMAQMD) guidelines. Our analysis will characterize existing conditions by evaluating ambient air quality monitoring data from the nearest monitoring station(s) to the Specific Plan Area. Using the California Emissions Estimator Model (CalEEMod), AECOM will estimate criteria pollutant emissions from project construction and operation. The increase in criteria pollutant emissions will be compared with significance thresholds recommended by SMAQMD. We will qualitatively discuss toxic air contaminant effects and odor effects. We assume no need for dispersion analysis. We will require some assumptions for the types of construction activities and equipment on-site and overall durations to include in the air quality analysis, which can be developed in coordination with the City and applicant team (and any market absorption study provided by the applicant team). Estimates for project VMT, as available in the traffic study, will also be factored into the operational air quality assessment. We will incorporate standard mitigation from SMAQMD to address construction-related effects and design operational mitigation to address any potentially significant effects. Based on existing, available documentation, we will qualitatively describe odor and pollutant exposure impacts associated with the operation of groundwater extraction and treatment (GET) facilities directly adjacent to the southern portion of the Specific Plan Area in an area proposed for open space and low-density residential development and incorporate mitigation required to address any potentially significant impact. Similarly, based on existing, available documentation, we will describe pollutant exposure impacts associated with operations and hazardous waste treatment at AMPAC Fine Chemicals, which is located just outside the Specific Plan Area.

Biological Resources
AECOM understands that several biological resources technical reports have been prepared by the applicant, including a Biological Resources Assessment, Arborist Survey, Special Status Plant Survey, Swainson’s Hawk Foraging Habitat Assessment, and Valley Elderberry Longhorn Beetle Survey. Additional technical studies would be provided by the applicant as part of a separate permitting effort with regulatory agencies. AECOM’s biological resource specialists will conduct peer reviews of the technical reports provided by the applicant for adequacy, with a specific attention to survey dates and seasonality for special-status resources. All impacts to biological resources will be documented in the ADEIR and mitigation measures identified as needed. AECOM assumes that the technical reports provided by the applicant are sufficient for purposes of the ADEIR and no additional field surveys, technical analysis, or rework is needed. If additional technical work is required, a contract amendment may be required.

ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 13
Cultural and Tribal Cultural Resources
AECOM understands that a Cultural Resources Assessment and Inventory Report has been prepared by the applicant, and documentation of Assembly Bill (AB) 52 tribal consultation and State Historic Resource Preservation Office 106 consultation will also be prepared. AECOM’s cultural resource specialists will conduct peer reviews of the technical reports provided by the applicant for adequacy. All impacts to cultural resources will be documented in the ADEIR and mitigation measures identified as needed. AECOM assumes that the technical reports provided by the applicant are sufficient for purposes of the ADEIR and no additional field surveys, technical analysis, or rework is needed.

Energy
AECOM will provide an assessment of the project’s construction and operational energy consumption. The same inputs used for construction and operational air quality assessments will provide the basis for the energy calculations. The Specific Plan EIR should emphasize that environmental impacts associated with energy use and efficiency are discussed in the air quality and GHG emissions sections of the EIR.

Geology, Soils, and Paleontological Resources.

The geologic setting of the vicinity of the project site will be described, including seismic setting, soil characteristics, and topography. AECOM will prepare an environmental analysis of geologic resources, hazards, and soil types. The discussion will include, as appropriate, ground rupture from faulting; potential damage from strong seismic ground shaking; liquefaction; and settlement/subsidence. Soil types, their characteristics, and potential impacts on construction will be addressed, particularly as related to the erosion potential of the site’s soils, soil stability, and shrink/swell potential. We anticipate relying on building code compliance to address any impacts. The applicant-provided Preliminary Geotechnical Engineering Study will be incorporated as appropriate.

AECOM will also identify the geologic formations on which the project site is located and assess their sensitivity for containing significant fossils. We will identify feasible mitigation to reduce or eliminate adverse impacts to paleontological resources, if required.

Greenhouse Gas Emissions
This section would provide a greenhouse gas (GHG) analysis for the project. Since there has been a draft climate action plan before the Planning Commission, we assume the climate action plan will be adopted in a timely enough fashion to use for a consistency evaluation with the proposed Specific Plan. However, if the climate action plan is not adopted, AECOM has developed GHG thresholds and guidance for other consultants and agencies previously, and we will develop an appropriate threshold for use with this Specific Plan and will develop concurrence with the City team prior to using this threshold to evaluate potential Specific Plan impacts. AECOM would estimate construction and operational emissions using CalEEMod and coordinate the GHG analysis with any required air quality management plan that may be recommended by the Sacramento Metropolitan Air Quality Management District. Transportation-related emissions make up the biggest part of the state’s GHG emissions inventory. The amount of these emissions is determined largely by the number of vehicle miles traveled (VMT), which we assume will be provided in the traffic study commissioned by the applicant.

Hazards and Hazardous Materials
AECOM will review the historic site information provided in the applicant commissioned studies and in our own environmental database we have developed based on our experience on the property and in the surrounding vicinity. AECOM will incorporate pertinent information supplied by the applicant team and from our records and incorporate as necessary into the assessment of hazards and hazardous materials on the project site. We understand that the Department of Toxic Substances Control has issued an Emergency Permit to AMPAC Fine Chemicals, which is located just outside the Specific Plan Area, to treat hazardous waste through a controlled reaction with a chemical solution. We also understand that groundwater extraction and treatment (GET) facilities are operated to remove perchlorate and Nitroso-dimethylamine from extraction wells around the western perimeter of the Aerojet property. Environmental databases will be searched as needed to supplement ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 14
this information, including Geotracker and Envirostor. Emergency access to the project site and the surrounding area will also be discussed. We will develop mitigation measures for all impacts.

Hydrology and Water Quality
In this section, AECOM will examine project impacts related to surface and groundwater resources. As noted, it appears that the Specific Plan Area likely contains waterways and drainages which would be considered jurisdictional waters pursuant to the Clean Water Act and the Porter-Cologne Water Quality Control Act.

Mitigation measures will be prescribed for all impacts in alignment with typical regulatory agency requirements.

AECOM will review applicant-provided technical studies of this resource area, including the Biological Resources Assessment, Level 1 Drainage Study, Aquatic Resources Delineation, and permit application submittals for consistency. AECOM assumes that the technical reports provided by the applicant are sufficient for purposes of the ADEIR and no additional field surveys, technical analysis, or rework is needed.

Land Use and Planning
AECOM will describe the project’s consistency with local and regional areawide plans, such as the City’s General Plan and the Sacramento Area Council of Governments Metropolitan Transportation Plan/Sustainable Communities Strategy, specifically as it pertains to the environmental policies within those plans. Consistency with the SSHCP will also be discussed. We will evaluate consistency with relevant policies and programs, though based on precedent case law, policy inconsistency is not generally an impact under CEQA, and we assume no policy-by-policy review is needed for the Specific Plan (though it may be developed by the City for review of entitlement requests). We will briefly review impacts related to community barriers, though based on the location of the Specific Plan Area, we anticipate a brief discussion will be sufficient. LAFCo will likely request analysis of open space conversion, which we can include in the Land Use and Planning section of the ADEIR.

We recommend a discussion with LAFCo during project initiation to confirm the analysis they will recommend for this EIR.

Noise and Vibration
The ambient noise environment on and near the Specific Plan Area will be described in the ADEIR. Nearby existing, noise-sensitive receptors and existing noise sources will be discussed, incorporating noise studies for existing sources as provided by the applicant. The setting will also present information on the existing noise environment on and around the project site, as gathered through a site survey with noise monitoring locations sufficient to characterize ambient noise and levels and to provide calibration data for noise models. Both long- term (24-hour) and short-term (15-minute) noise measurements will be taken to characterize the ambient noise environment. Monitoring locations will be selected based on the location of present and future noise-sensitive receptors.

We will provide an analysis of short-term construction impacts based on details on construction phasing, haul routes, and construction equipment provided by the construction management team. We will evaluate whether there could be a significant temporary or permanent increase in noise levels that would adversely affect noise sensitive uses in the vicinity of the project site. We will develop estimates of operational noise effects based on our library of noise measurements for similar uses and based on modeling of traffic-related noise associated with the proposed project. We will incorporate existing, available technical information describing noise generation associated with the operation of groundwater extraction and treatment (GET) facilities directly adjacent to the southern portion of the Specific Plan Area in an area proposed for open space and low-density residential development. If changes to the GET facilities are required to address potential impacts, we assume those responsible for implementing those changes will provide the required technical information necessary to support the EIR analysis and reporting. Mitigation measures will be prescribed for any significant impacts, with emphasis placed on realistic and enforceable measures.

Population and Housing
The ADEIR will assess the population increase anticipated from implementation of the proposed Specific Plan.

A key consideration in the determination of impacts will be whether the proposed Specific Plan will induce substantial unplanned growth. We will evaluate the proposed Specific Plan relative to the City’s General Plan.

ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 15
Reference will be made to local and regional growth plans and LAFCo requirements, given that the project proposes to annex land in Sacramento County. This section will also assess whether extensions of utility services will contribute to unanticipated growth beyond the scope of the project.

Public Services and Recreation
This section will analyze the increase in demand on public services and recreational facilities due to the proposed Specific Plan. AECOM will review publicly available documents and assess project impacts based on level of service standards for public services such as fire, police, and emergency response. It is assumed that some additional coordination with representatives from local agencies with jurisdiction over these services will be required to confirm our conclusions. To the extent that public services are provided by the proposed project to meet the new demands (e.g., new parks within the project that may offset demand on off-site parks), this will be discussed in the EIR.

Transportation
AECOM understands that a traffic technical memorandum has been prepared by the project applicant and a traffic impact study will ultimately be made available for incorporation into the EIR. We also understand that there is recent analysis and reporting related to existing and future transportation conditions available for use in this EIR related to the nearby planned Highway 50 interchange project. As a subconsultant to AECOM, Kimley-Horn will conduct a peer review of the traffic impact study, with specific attention to the underlying assumptions for trip types, origins, and Specific Plan-related vehicle miles traveled (VMT). AECOM assumes that the traffic study provided by the applicant is sufficient for purposes of the ADEIR and no additional field surveys, technical analysis, or rework is needed. Mitigation measures identified in the applicant-commissioned traffic study will be incorporated into the EIR. However, AECOM has extensive experience with travel demand forecasting, and Kimley-Horn has this expertise, too, and we can provide such services under an amended contract, if so requested by the City.

Utilities and Service Systems
AECOM will conduct an assessment of utilities required by the proposed project, including water, wastewater, stormwater, natural gas, and telecommunications. Environmental impacts due to construction of new utilities or relocation of existing utilities will be identified, partly based on a Level 2 Sewer Study and Level 1 Drainage Study to be provided by the applicant, along with publicly available resources such as City maps and utility studies. These studies will be reviewed for adequacy prior to incorporation into the ADEIR. Additionally, it is our understanding that a Water Supply Assessment will be made available by the applicant. AECOM will review the Water Supply Assessment for adequacy prior to incorporation into the ADEIR. We assume no curtailment analysis is needed.

Wildfire
The proposed Specific Plan Area is located in proximity to wildfire hazard zones as mapped by the California Department of Forestry and Fire Protection (CALFire). AECOM will assess the potential wildfire risk for the proposed Specific Plan based on publicly available data and fire history records. This scope of work assumes that no fire modeling will be required and standard measures in compliance with the California Fire Code will be sufficient to reduce any impacts.

Subtask 3.2: Screencheck DEIR
Following preparation of the ADEIR and QA/QC, AECOM will submit the ADEIR to the City for review. Electronic copies will be provided in Word and PDF format. AECOM will then respond to one round of City comments and prepare a Screencheck ADEIR. We assume that the City will circulate the document to all appropriate stakeholders and provide one set of consolidated comments; this is essential to reduce delays from conflicting comments and streamline the review process. The Screencheck ADEIR will include both a Word track changes and clean version for City review. Based on the typical quality of our work, we assume any remaining changes at this stage will be minor.

AECOM will review a single consolidated set of comments provided by the City on the Screencheck ADEIR, and ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 16
we will prepare one Second ADEIR to the City. Electronic copies will be provided in Word and PDF format. The Second Screencheck ADEIR will include both a Word track changes and clean version for City review.

Subtask 3.3: Public Review Draft EIR and Public Meeting AECOM will resolve any last comments on the Second Screencheck ADEIR and prepare the public review Draft EIR. With the City’s go-ahead, the public review Draft EIR will be published with the State Clearinghouse and the Sacramento County Clerk-Recorder’s Office. AECOM will prepare the Notice of Availability pursuant to CEQA to accompany the public review Draft EIR and provide notice of the 45-day public comment period. We assume the City will circulate the NOA with any parties not included through the Clearinghouse circulation and post in the newspaper of general circulation.

During the public review period, AECOM will attend up to two public meetings hosted by the City. AECOM will support the City during the meeting and present findings of the Draft EIR in a summary presentation. Records will be kept for all comments received for inclusion in the administrative record.

Task 4: Final Environmental Impact Report, MMRP, and Findings Subtask 4.1: Administrative Draft Final EIR
AECOM will respond to public comments received on the public review Draft EIR. We have allocated time to respond to comments requiring a total of 100 technical staff hours. It is assumed that no additional technical analysis will be required based on the comments received. Responses to comments will be incorporated into an Administrative Draft Final EIR. The Administrative Draft Final EIR will be submitted to the City for one round of review and comment. We assume that comments from all stakeholders will be consolidated by the City and conflicting comments resolved prior to return of the document to AECOM. Following receipt of all comments, a Screencheck Final EIR will be prepared for City review which responds to all City comments. The Screencheck Final EIR will include both a Word track changes and clean version for City review.

Subtask 4.2: Final EIR and MMRP
Once all comments have been responded to, AECOM will prepare Final EIR and a Mitigation, Monitoring, and Reporting Program (MMRP). The MMRP will document all mitigation measures identified in the EIR and assign responsibilities and timelines for implementation. The MMRP will become part of the project approval proceedings.

Subtask 4.3: CEQA Findings of Fact and Statement of Overriding Considerations AECOM will prepare a brief CEQA Findings of Fact, and Statement of Overriding Considerations (if needed) for consideration at public hearings. Since the structure of CEQA findings documents can vary widely, we assume the City will submit an example to AECOM prior to our drafting the CEQA Findings of Fact for this Specific Plan EIR. The CEQA Findings of Fact and Statement of Overriding Considerations will be submitted to the City for one round of review and comment. Following receipt of comments, AECOM will prepare Screencheck and final versions of the documents.

Subtask 4.4: Public Meetings
AECOM will attend up to two public hearings on the proposed project. Up to three staff will be available to attend the hearings, including technical resource specialists should that be desired by the City.

The FEIR will be released to the public a minimum of 10 days prior to the City Council decision-making hearing on the project, as required by CEQA. Following certification of the EIR, AECOM will prepare a Notice of Determination (NOD) and file with the State Clearinghouse and County Clerk Recorder within 5 days of City action on the project, which will begin the 30-day statute of limitations for legal challenges to the EIR. AECOM will submit the NOD to the County Clerk Recorder with a check for the 2023 CDFW filing fee ($2,764) and County processing fee ($50).

ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

May 24, 2023 17
Task 5: Project Management
AECOM will complete project management tasks throughout the life of the project, including schedule and budget review, invoice processing, regular check-in calls with the City team, coordination with technical specialists, record retention, and file management. A total of 36 one-hour biweekly check-in calls with the City team are included, to be attended by up to two AECOM staff (assuming a total of 18 months from initiation to project close-out). Additionally, a total of six (6) one-hour meetings with the City team and up to two AECOM staff are included for purposes of resolving specific issues related to the environmental review process.

ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

April 21, 2023 17
Project Schedule

Proposed Schedule # Weeks
Task 1. Project Initiation
Project Kickoff Meeting 1
1 Preliminary Project Review 2
Task 2. Notice of Preparation & Scoping
Prepare Notice of Preparation 2
City Review of NOP 2
Revise NOP in Response to City Comments 1
Release NOP for 30 Day Comment Period 4
Public Scoping Meeting 1
Prepare Scoping Summary Report 1
Task 3. Draft Environmental Impact Report
Subtask 3.1 Administrative Draft EIR `
Prepare Administrative Draft EIR (180 days) 26
City Review of Aministrative Draft EIR 4
Subtask 3.2 Screencheck Draft EIR
Prepare Screencheck Drat EIR 3
City Review of Screencheck Draft EIR 2
Subtask 3.3 Public Review Draft EIR and Public Meeting
Prepare Public Review Draft EIR (10 days) 2
Release Public Review Draft EIR for 45 Day Comment Period 6 Public Informaton Meeting May 6, 2024 1
Task 4. Final Environmental Impact Report
Prepare Administrative Draft Final EIR 3
City Review of Administrative Draft Final EIR 2
Prepare Screencheck Draft Final EIR 2
City Review of Screencheck Draft Final EIR 1
Subtask 4.2 Prepare final EIR and MMRP
Prepare Final EIR and MMRP 1
City Review of Final EIR and MMRP 1
Subtask 4.3 Prepare Findings of Fact & Statement of Overriding Considerations Prepare Finding of Fact and Statement of Overriding Considerations (10 days) 2 City Review of Findings & SOOC 2
Prepare Screencheck Findings & SOOC 1
City Review of Screencheck Findings & SOOC 1
Prepare Findings & SOOC, Release Final EIR 1
Attend Public Hearings 1
Final Notice of Determination 1
Legend:
= Notice to Proceed
= Meetings
= Deliverables
= Milestones
= AECOM Team Work
= City Review
= Agency Review
= Public Review
= Hearing
20242023
MarchFebruaryNovemberSeptember October JuneMayAprilJanuaryDecember September OctoberJuly August Subtask 4.1 Administrative Draft Final EIR
Receipt of Project Materials
AugustJune July
ITEM 9.13.

ATTACHMENT 2

Last Revised June 2018

Professional Services Agreement between [DATE]
City of Rancho Cordova and ______________ Page 1 of 1

EXHIBIT B

COMPENSATION SCHEDULE

ITEM 9.13.

ATTACHMENT 2

AECOM Westborough at Easton Specific Plan EIR Proposal

June 6, 2023 25

Westborough at Easton Specific Plan EIR
AECOM ● COST ESTIMATE 6/6/2023
Project Project Sr Env Env Env Noise AQ/GHG Sr Bio Project Sr Arch Sr GIS Graphics Word Proj Proj TASKS Director Manager Scientist Planner Planner Specialist Specialist Bio Archaol Historian GIS Specialist Proc. Asst 2 Asst 1 Total Total Task Hours Dollars
No. Rate/Hour $265 $140 $135 $135 $125 $135 $140 $180 $115 $90 $135 $140 $105 $125 $115 $140 $95 1 Project Initiation

1.1 Kickoff Meeting 2 2 2 1 1 1 1 1 4 15 $2,140

1.2 Preliminary Review of Project Info and Tech Studies 8 16 16 16 8 64 $9,800 Subtotal for Task 1 10 18 2 1 0 1 1 17 16 9 0 0 0 0 0 0 4 79 $11,940 2 Notice of Preparation and Scoping Meeting 24 40 12 12 12 8 4 8 120 $19,140 3 Preparation of Draft EIR

3.1 Administrative Draft EIR
Executive Summary 2 8 8 18 $2,730
Introduction 2 8 8 18 $2,730
Project Description and Project Objectives 8 40 8 16 16 16 104 $14,720 Environmental Settings, Impacts, Mitigation / LTS Topics 1 4 5 $825 Aesthetics 2 4 60 66 $9,190
Agriculture & Forestry Resources 1 1 4 6 $945
Air Quality and Greenhouse Gas Emissions 4 8 120 132 $18,980 Biological Resources 6 24 24 60 8 8 8 138 $19,130
Cultural and Tribal Cultural Resources 4 24 60 40 8 136 $16,060 Energy 1 4 2 24 31 $4,455
Geology and Soils, Mineral Resources, Paleontology 1 2 44 47 $6,485 Hazards & Hazardous Materials 2 4 60 66 $9,190
Hydrology & Water Quality 4 16 80 24 124 $18,420
Land Use & Planning 2 12 40 54 $7,610
Noise and Vibration 4 16 120 140 $19,500
Population, Housing, and Employment 4 16 40 60 $8,300
Public Services 4 16 40 60 $8,300
Recreation 2 4 24 30 $4,090
Transportation 6 32 40 78 $11,070
Utilities & Service Systems 4 16 80 100 $14,100
Wildfire 2 8 24 34 $4,890
Alternatives 16 80 40 20 156 $23,540
Other CEQA Considerations 2 4 24 24 24 78 $10,570
Administrative Record 1 8 4 4 4 21 $2,965
QA/QC & Compile ADEIR Document 24 40 40 104 $16,560

3.2 Screencheck Draft EIR 12 48 24 16 100 $14,980
Second Screencheck Draft EIR 6 24 8 38 $6,030

3.3 Public Review Draft EIR and Public Meeting 16 52 8 76 $12,440 Subtotal for Task 3 143 523 370 196 172 120 144 48 60 60 40 24 32 24 64 0 0 2020 $288,805 4 Final EIR

4.1 Administrative Final EIR 16 80 24 24 16 16 176 $26,640

4.2 Final EIR and MMRP 24 40 24 88 $14,960

4.3 CEQA Findings and Statement of Overriding Considerations 8 16 40 64 $9,760

4.4 Public Meetings 24 24 8 8 64 $12,280
Subtotal for Task 4 72 160 24 64 24 0 8 24 0 0 0 0 0 0 16 0 0 392 $63,640 5 Project Management 24 42 4 18 88 $14,510
Total Labor Hours 273 783 408 273 196 121 153 89 76 69 40 36 40 28 88 4 22 2,699 Total Direct Labor Dollars $72,345 $109,620 $55,080 $36,855 $24,500 $16,335 $21,420 $16,020 $8,740 $6,210 $5,400 $5,040 $4,200 $3,500 $10,120 $560 $2,090 $398,035 Subconsultant Kimley-Horn Cost $18,000

OTHER DIRECT COSTS
Printing $0
Mileage/Car Rental for Site Visits (Tasks 1 and 3) $1,000 Print, Mailing, and Publication (Tasks 2, 3, and 4) $1,000 CDFW/County Clerk Filing Fee $2,814
Total Other Direct Costs $4,814
TOTAL ESTIMATED COST $420,849
ITEM 9.13.

ATTACHMENT 2

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 12.1.

DATE: June 19, 2023

TO: Honorable Mayor and Council Members

FROM: Kim Juran, Administrative Services Director

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE

A SPONSORSHIP AGREEMENT WITH THE CALIFORNIA AIRSHOW
GROUP FOR $300,000 THROUGH JUNE 30, 2025

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute a Sponsorship Agreement with the California Airshow Group for $300,000 through June 30, 2025.

BACKGROUND

Established in 2004, the Capital Airshow Group (CAG) is a California 501(c)(3) nonprofit corporation which has successfully promoted and operated the California Capital Airshow (Airshow) at Mather over the past 17 years, an exciting, family-friendly annual event designed to honor the Sacramento region’s rich aviation heritage and veterans while using the power and magic of flight to inspire young people. CAG has provided the City and its residents with events that highlight the region's military history and also encourage regional youth to pursue careers in aviation and aerospace, in addition to vocations in Science, Technology, Engineering and Mathematics (STEM). The recent Positive Altitude event on May 21, that served over 1,400 local students, is one such example of these events. In addition, CAG gives back to the community through an annual youth scholarship program geared towards students pursuing an education in the STEM field. In 2023, the total amount of scholarships awarded exceeded $75,000.

The City has been a co-sponsor with the County of Sacramento for the annual airshow event and associated youth events since 2015 with a $100,000 annual cash commitment to CAG by both entities. Beginning in Fiscal Year 2023-24, the County of Sacramento has increased its sponsorship commitment to CAG to $150,000 annually to help support CAG's vision of increasing youth STEM education and programming in the region. The proposed two-year sponsorship agreement increases the City's cash contribution to $150,000 annually.

FISCAL IMPACT AND FUNDING SOURCE

The Adopted Fiscal Year 2023-25 Operating Budget includes support for CAG in the amount of $150,000 annually from the General Fund for both years of the budget.

City Council Staff Report - Page 2 of 2

ATTACHMENT(S)

1. Resolution

2. California Capital Airshow Contract with City FY 2023-25

3. California Capital Airshow Presentation

ITEM 12.1. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2023

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

STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A SPONSORSHIP AGREEMENT WITH THE CALIFORNIA AIRSHOW GROUP FOR $300,000 THROUGH JUNE 30, 2025

WHEREAS, California Airshow Group is a California non-profit public benefit corporation that oversees the staging of the annual California Capital Airshow at Mather Airport (“Airshow”); and

WHEREAS, this unique civic amenity provides residents and businesses of Rancho Cordova access to world-class aviation entertainment and educational experiences promoting science, technology, engineering and math studies for City of Rancho Cordova youth; and

WHEREAS, the hospitality industry in Rancho Cordova is showcased as performers and others involved in the show production are hosted in area hotels; and

WHEREAS, net proceeds from the annual event are returned to the community in the form of donations to community non-profit organizations providing staffing in concession booths; and

WHEREAS, area students pursuing college level education in the subject areas of science, technology, engineering, math, airport management or aerospace are afforded the opportunity to apply for scholarships funded by the Airshow; and WHEREAS, area youth are presented with opportunities to explore the wonders of science, technology, engineering, and learning about aviation through STEM education events presented by the Airshow throughout the year; and
WHEREAS, the City of Rancho Cordova desires to continue its support of the Airshow with a two (2) year sponsorship commitment.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA authorizes the City Manager to execute a Sponsorship Agreement with the California Capital Airshow Group for $300,000 through June 30, 2025.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 19th day of June, 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ITEM 12.1. ATTACHMENT 1 Resolution No. XX-2023 Page 2 of 2 ATTEST:

Linda Budge, Mayor

Stacy Leitner, CMC
City Clerk

Capital Airshow Group

SPONSORSHIP AGREEMENT
California Capital Air Show
P
age 1 of 5
THIS AGREEMENT made this 19th day of June, 2023, between CAPITAL AIRSHOW GROUP a California non-profit corporation, hereinafter referred to as “CAG”, and CITY OF RANCHO CORDOVA hereinafter referred to as “SPONSOR”.

W
HEREAS CAG is a California non-profit public benefit corporation that oversees the staging of the annual California Capital Airshow at Mather Airport, hereinafter referred to as “AIRSHOW”, and
W
HEREAS this unique civic amenity provides residents and businesses of Rancho Cordova access to world-class aviation entertainment and educational experiences promoting science, technology, engineering and math studies for City of Rancho Cordova youth, and W
HEREAS the hospitality industry in Rancho Cordova is showcased as performers and others involved in the show production are hosted in area hotels, and W
HEREAS net proceeds from the annual event are returned to the community in the form of donations to community non-profit organizations providing staffing in concession booths, and
W
HEREAS, area students pursuing college level education in the subject areas of science, technology, engineering, math, airport management or aerospace are afforded the opportunity to apply for scholarships funded by the AIRSHOW, and W
HEREAS, area youth are presented with opportunities to explore the wonders of science, technology, engineering, and learning about aviation through STEM education events presented by the AIRSHOW throughout the year; and
W
HEREAS SPONSOR desires to continue its support of the AIRSHOW with a Two (2) Year sponsorship commitment,
N
OW THEREFORE, in consideration of the sum paid under this Agreement, and the mutual covenants and conditions hereto, CAG and SPONSOR agree:

1. S
ponsorship Consideration
S
PONSOR shall provide total annual consideration value in the approximate amount of One Hundred Fifty Thousand Dollars ($150,000) in exchange for the rights to receive the benefits listed in Paragraph 2 below.

ITEM 12.1.

ATTACHMENT 2

California Capital Airshow Sponsorship Agreement
City of Rancho Cordova

Such consideration shall be comprised of a combination of cash and in-kind donations.

a. Cash Payment

SPONSOR shall make annual cash payments in the total amount of One Hundred Fifty Thousand Dollars ($150,000) which shall be due and payable between July 1 – August 30 during each year of the Term. Payment shall be made payable to Capital Airshow Group and shall be delivered or mailed to the following address:

California Capital Airshow
10425 Norden Avenue
Mather, CA 95655

b. In-Kind Consideration

In addition to the cash payment identified in Paragraph 1a above, SPONSOR shall provide the following in-kind contributions:

1) Use of city facilities for volunteer and concessions rally and training events 2) Public Works-related support, including traffic management services. 3) Public outreach support

2. Sponsorship Benefits
In full consideration of SPONSOR’s cash and in-kind donations, SPONSOR shall receive “Title Sponsor” benefits. Specifically, CAG shall provide to SPONSOR:

a. Brand Recognition
1) Event title to be reflected as Sacramento County’s California Capital Airshow presented in partnership with City of Rancho Cordova
2) SPONSOR Name recognition on radio ads
3) SPONSOR logo on television ads
4) SPONSOR logo shall be used in all digital Airshow programs, flyers, and maps 5) SPONSOR Logo on all Official and Commemorative Airshow Poster 6) SPONSOR Logo in Newspaper and Magazine ads
7) SPONSOR shall be recognized in social networking, email and web campaigns 8) SPONSOR Logo printed on all online tickets
9) Placement of SPONSOR logo on home page of AIRSHOW website 10) Placement of SPONSOR logo on sponsor page of AIRSHOW website 11) Permission to use AIRSHOW Logo and Presenting Sponsor in SPONSOR’s advertising and promotions
12) SPONSOR support shall be showcased in AIRSHOW online highlights gallery 13) Logo on all AIRSHOW Team Volunteer T-shirts
14) Name mention in all media releases as Presenting sponsor ITEM 12.1.

ATTACHMENT 2

California Capital Airshow Sponsorship Agreement
City of Rancho Cordova
15) Name recognition as sponsor of various youth STEM events both at the Airshow and as offered throughout the year
16) Outdoor Advertising with logo (as available)

b. On Site Activation
1) Eight (8) public address announcements per show day
2) Sponsor logo prominently displayed on welcome banners at all entry gates 3) Display of up to fifteen (15) SPONSOR-provided banners in prime area along flight line and ramp at locations to be determined by CCA

c. Hospitality
1) General Admission passes valid for either day of AIRSHOW to be provided to all STEM Expo and other STEM program participants in addition to other community giveaways as agreed upon by SPONSOR and AIRSHOW
2) Two Hundred (200) general admission passes valid for either day of AIRSHOW 3) Thirty (30) Capital Club chalet passes and Fifteen (15) VIP parking passes valid only for Saturday performance, with Reserved Tables.
4) Thirty (30) Capital Club chalet passes and Fifteen (15) VIP parking passes valid only for Sunday performance, with Reserved Tables.
5) The City shall be provided fifty (50) tickets and exclusive viewing area for the night show event (if applicable).
6) Invitation to City Council members and City staff to engage with community members at educational programming and associated social events throughout the year with speaking opportunities when appropriate. City Council shall receive an invitation to serve in an official welcoming role at jet team hospitality events.

d. Appreciation
1) Ten (10) official AIRSHOW sponsor caps
2) 100 (100) commemorative AIRSHOW posters
3) Preshow access to official Airshow program (digital/online) 4) Access link to online Airshow highlights gallery

In the event that SPONSOR fails to provide the final Sponsorship Payment on or before the deadline stated in Section 1 above, SPONSOR acknowledges and agrees that CAG will cease provision of the Brand Recognition effective on that date; SPONSOR shall not receive the On- Site Activation, Hospitality or Appreciation items listed hereinabove; and CAG shall have no further obligation to SPONSOR.

3. Public Identification and Use of Logo
All public identification of and reference to the AIRSHOW shall be in the following manner: “The California Capital Airshow”.

ITEM 12.1.

ATTACHMENT 2