Rancho Cordova City Council
March 17, 2025

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 18 | 30
requirement prescribed for or by the Designated Subrecipient and approved in writing by the USDOT.

Section 12.05 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment.
(a) The Designated Subrecipient acknowledges that Section 889 of Pub. L. No. 115-232 and 2 C.F.R. 200.216 prohibit the Designated Subrecipient and all subrecipients from procuring or obtaining certain telecommunications and video surveillance services or equipment under this award.

Section 12.06 Pass-through Entity Responsibilities.
(a) If the Designated Subrecipient makes a subaward under this award, the Designated Subrecipient shall comply with the requirements on pass-through entities under 2 C.F.R. parts 200 and 1201, including 2 C.F.R. 200.331–200.333.

Section 12.07 Subaward and Contract Authorization.
(a) If the USDOT Office for Subaward and Contract Authorization identified in section 7 schedule A is “FHWA Division,” then the Designated Subrecipient shall comply with subaward and contract authorization requirements under 23 C.F.R chapter I. (b) If the USDOT Office for Subaward and Contract Authorization identified in section 7 of schedule A is “FHWA Office of Acquisition and Grants Management,” then the Designated Subrecipient shall obtain prior written approval from the USDOT agreement officer pursuant to 2 C.F.R. 200.308, 2 C.F.R. 200.333, and 23 C.F.R. part 172, as applicable, and provide a copy of this written approval to the Recipient, for the subaward or contracting out of any work under this agreement. Unless otherwise specified in writing by the agreement officer, approvals under 2 C.F.R. 200.308 will be contingent upon a fair and reasonable price determination on the part of the Designated Subrecipient and the agreement officer’s concurrence on that determination. Approvals under 2 CFR 200.308(f)(6) do not apply to the acquisition of supplies, material, equipment, or general support services.

Article XIII. COSTS, PAYMENTS, AND UNEXPENDED FUNDS
Section 13.01 Limitation of Federal Award Amount.
(a) Under this award, the USDOT and Recipient shall not provide funding greater than the amount obligated under section 4.03.
(b) The Designated Subrecipient acknowledges that the USDOT and the Recipient is not liable for payments exceeding that amount, and the Designated Subrecipient shall not request reimbursement of costs exceeding that amount.

Section 13.02 Projects Costs.
(a) This award is subject to the cost principles at 2 C.F.R. 200 subpart E, including provisions on determining allocable costs and determining allowable costs.

Section 13.03 Timing of Project Costs.
(a) The Designated Subrecipient shall not charge to this award costs that are incurred after the budget period.
(b) The Designated Subrecipient shall not charge to this award costs that were incurred before the date of this agreement unless those costs are identified in section 5 of 44 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 19 | 30
schedule D and would have been allowable if incurred during the budget period. This limitation applies to costs incurred under an advance construction authorization (23 U.S.C. 115), costs incurred prior to authorization (23 C.F.R. 1.9(b)), and pre-award costs under 2 C.F.R. 200.458.
(c) This agreement hereby terminates and supersedes any previous USDOT and Recipient approval for the Designated Subrecipient to incur costs under this award for the Project. (d) Section 5 of schedule D is the exclusive USDOT approval of costs incurred before the date of this agreement.

Section 13.04 Designated Subrecipient Recovery of Federal Funds. (a) The Designated Subrecipient shall make all reasonable efforts, including initiating litigation, if necessary, to recover Federal funds if the USDOT or Recipient determine, after consultation with the Designated Subrecipient, that those funds have been spent fraudulently, wastefully, or in violation of Federal laws, or misused in any manner under this award.
(b) The Designated Subrecipient shall not enter a settlement or other final position, in court or otherwise, involving the recovery of funds under the award unless approved in advance in writing by the USDOT and Recipient.

Section 13.05 Unexpended Federal Funds.
(a) Any Federal funds that are awarded at section 4.01 but not expended on allocable, allowable costs remain the property of the United States.

Section 13.06 Timing of Payments to the Recipient.
(a) Reimbursement is the payment method for the NAE program. (b) The Designated Subrecipient shall not request reimbursement of a cost before the Designated Subrecipient has entered into an obligation for that cost.

Section 13.07 Payment Method.
(a) If the USDOT Payment System identified in section 6 of schedule A is “FMIS,” then the Designated Subrecipient shall follow FMIS procedures to request and receive reimbursement payments under this award.

Article XIV. LIQUIDATION, ADJUSTMENTS, AND FUNDS AVAILABILITY Section 14.01 Liquidation of Recipient Obligations.
(a) The Designated Subrecipient shall liquidate all obligations of award funds under this agreement not later than 120 days after the end of the period of performance. (b) Liquidation of obligations and adjustment of costs under this Agreement follow the requirements of 2 C.F.R. 200.344–200.346.

Section 14.02 Funds Cancellation.
(a) NAE Program funding that is obligated for this award under section 4.03 remains available until expended.

Article XV. AGREEMENT MODIFICATIONS
Section 15.01 Bilateral Modifications.
(a) The parties may amend, modify, or supplement this agreement by mutual agreement in writing signed by the Recipient and the Designated Subrecipient. Either party may 45 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 20 | 30
request to amend, modify, or supplement this agreement by written notice to the other party.
(b) The USDOT Agreement may be amended, modified, or supplemented by mutual agreement in writing, signed by the FHWA and the Recipient. The Designated Subrecipient may request to amend, modify, or supplement the USDOT Agreement by written notice to the FHWA and the Recipient.

Section 15.02 Contact Modifications.
(a) The Recipient may update the contacts who are listed in section 3 of schedule A by written notice to the USDOT contacts who are listed in section 5 of schedule A, the USDOT contacts who are listed in section 2.02, and the Designated Subrecipient contacts in section 9 of the USDOT Agreement.
(b) The USDOT may update the contacts who are listed in section 5 of schedule A and section 2.02 by written notice to all of the Recipient contacts who are listed in section 3 of schedule A.
(c) The Designated Subrecipient may update the contacts who are listed in section 9 of schedule A by written notice to the Recipient and USDOT.

Section 15.03 Provisions that Conflict with Federal law. (a) If any provision of this Agreement conflicts with Federal law including the Program Statute, then the Federal law prevails.
(b) Either party may notify the other party upon discovery that a provision conflicts with Federal law and the parties may agree to amend this Agreement in accordance with section 20.01.
(c) Either party must provide written notice to the other party when it acts or refuses to act where its action or inaction conflicts with a provision of this Agreement but complies with Federal law.

Section 15.04 Other Modifications.
(a) The parties shall not amend, modify, or supplement the USDOT Agreement or this Agreement except as permitted under sections 15.01, 15.02, or 15.03. (b) If an amendment, modification, or supplement is not permitted under sections 15.01,

15.02, or 15.03, it is void.

Article XVI. CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE
Section 16.01 Climate Change and Environmental Justice. (a) Consistent with Executive Order 14008, “Tackling the Climate Crisis at Home and Abroad” (Jan. 27, 2021), schedule H documents the consideration of climate change and environmental justice impacts of the Project.

Article XVII. RACIAL EQUITY AND BARRIERS TO OPPORTUNITY Section 17.01 Racial Equity and Barriers to Opportunity. (a) Consistent with Executive Order 13985, “Advancing Racial Equity and Support for Underserved Communities Through the Federal Government” (Jan. 20, 2021), schedule I documents activities related to the Project to improve equity and reduce barriers to opportunity.

Section 17.02 Community Engagement Activities.
46 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 21 | 30
(a) This provision is applicable to only Capital Construction Grants and Regional Partnership Challenge Grants, not Planning Grants.
(b) The USDOT has determined that, for the purpose of the requirement stated in section F.2.i of the NOFO, through the activities documented in section 3 of schedule I, the Designated Subrecipient has sufficiently considered community engagement related to the Project.

Section 17.03 Activities to Safeguard Affordability.
(a) This provision is applicable to only Capital Construction Grants and Regional Partnership Challenge Grants, not Planning Grants.
(b) The USDOT has determined that, for the purpose of the requirement stated in section F.2.i of the NOFO, through the activities documented in section 4 of schedule I, the Designated Subrecipient has sufficiently considered safeguards to retain affordability for existing residents and businesses in the Project area and surrounding communities.

Article XVIII. LABOR AND WORK
Section 18.01 Labor and Work.
(a) Consistent with Executive Order 14025, “Worker Organizing and Empowerment” (Apr. 26, 2021), and Executive Order 14052, “Implementation of the Infrastructure Investment and Jobs Act” (Nov. 15, 2021), schedule J documents the consideration of job quality and labor rights, standards, and protections related to the Project.

Section 18.02 OFCCP Mega Construction Project Program.
(a) If the total eligible project costs that are listed in section 3 of schedule D are greater than $35,000,000 and the Department of Labor’s Office of Federal Contract Compliance Programs (the “OFCCP”) selects this award for participation in the Mega Construction Project Program, then the Designated Subrecipient shall partner with OFCCP and the Recipient, as requested by OFCCP or the Recipient.

Article XIX. Reserved.

Article XX. CRITICAL INFRASTRUCTURE SECURITY AND RESILIENCE Section 20.01 Critical Infrastructure Security and Resilience. (a) Consistent with Presidential Policy Directive 21, “Critical Infrastructure Security and Resilience” (Feb. 12, 2013), and the National Security Presidential Memorandum on Improving Cybersecurity for Critical Infrastructure Control Systems (July 28, 2021), the Designated Subrecipient shall consider physical and cyber security and resilience in planning, design, and oversight of the Project.
(b) If the Security Risk Designation in section 5 Schedule F is “Elevated,” then, not later that than two years after the date of this agreement, the Designated Subrecipient shall submit to the USDOT a report that:
1) identifies a cybersecurity Point of Contact for the transportation infrastructure being improved in the Project;
2) summarizes or contains a cybersecurity incident reporting plan for the transportation infrastructure being improved in the Project;
3) summarizes or contains a cybersecurity incident response plan for the transportation infrastructure being improved in the Project;
47 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 22 | 30
4) documents the results of a self-assessment of the Designated Subrecipient’s cybersecurity posture and capabilities; and
5) describes any additional actions that the Designated Subrecipient has taken to consider or address cybersecurity risk of the transportation infrastructure being improved in the Project.

Article XXI. FEDERAL FINANCIAL ASSISTANCE, ADMINISTRATIVE, AND NATIONAL POLICY

REQUIREMENTS
Section 21.01 Uniform Administrative Requirements for Federal Awards. (a) The Designated Subrecipient shall comply with the obligations on non-Federal entities under 2 C.F.R. parts 200 and 1201.

Section 21.02 Federal Law and Public Policy Requirements. (a) The Designated Subrecipient shall ensure that Federal funding is expended in full accordance with the United States Constitution, Federal law, and statutory and public policy requirements: including but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination. (b) The failure of this agreement to expressly identify Federal law applicable to the Designated Subrecipient or activities under this agreement does not make that law inapplicable.

Section 21.03 Federal Freedom of Information Act.
(a) The USDOT is subject to the Freedom of Information Act, 5 U.S.C. 552. (b) The Designated Subrecipient acknowledges that the Technical Application and materials submitted to the USDOT or the Recipient by the Designated Subrecipient related to this agreement may become USDOT records subject to public release under 5 U.S.C. 552.

Section 21.04 History of Performance.
(a) Under 2 C.F.R 200.206, any Federal agency may consider the Designated Subrecipient’s performance under this agreement, when evaluating the risks of making a future Federal financial assistance award to the Designated Subrecipient.

Section 21.05 Whistleblower Protection.
(a)
The Designated Subrecipient acknowledges that it is a “grantee” within the scope of 41 U.S.C. 4712, which prohibits the Designated Subrecipient from taking certain actions against an employee for certain disclosures of information that the employee reasonably believes are evidence of gross mismanagement of this award, gross waste of Federal funds, or a violation of Federal law related this this award.
(b) The Designated Subrecipient shall inform its employees in writing of the rights and remedies provided under 41 U.S.C. 4712, in the predominant native language of the workforce.

Se
ction 21.06 External Award Terms and Obligations.
(a) In addition to this document and the contents described in article 27, this agreement includes the following additional terms as integral parts:
1) Appendix A to 2 C.F.R. part 25: System for Award Management and Universal Identifier Requirements;
2) Appendix A to 2 C.F.R. part 170: Reporting Subawards and Executive Compensation; 3) 2 C.F.R. 175.15(b): Award Term for Trafficking in Persons; and 48 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 23 | 30
4) Appendix XII to 2 C.F.R. part 200: Award Term and Condition for Recipient Integrity and Performance Matters.
(b) The Designated Subrecipient shall comply with:
1) 49 C.F.R. part 20: New Restrictions on Lobbying;
2) 49 C.F.R. part 21: Nondiscrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964; 3) 49 C.F.R. part 27: Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance; and
4) Subpart B of 49 C.F.R. part 32: Governmentwide Requirements for Drug-free Workplace (Financial Assistance).

Section 21.07 Incorporated Certifications.
(a) The Designated Subrecipient makes the statements in the following certifications, which are incorporated by reference:
1) Appendix A to 49 CFR part 20 (Certification Regarding Lobbying).

Article XXII. ASSIGNMENT
Section 22.01 Assignment Prohibited.
(a) The Designated Subrecipient shall not transfer to any other entity any discretion granted under this agreement, any right to satisfy a condition under this agreement, any remedy under this agreement, or any obligation imposed under this agreement.

Article XXIII. Reserved.

Article XXIV. WAIVER
Section 24.01 Waivers.
(a) A waiver of a term of this Agreement granted by the Recipient will not be effective unless it is in writing and signed by an authorized representative of the Recipient. (b) A waiver of a term of this agreement granted by the Recipient on one occasion will not operate as a waiver on other occasions.
(c) If the Recipient fails to require strict performance of a term of this agreement, fails to exercise a remedy for a breach of this agreement, or fails to reject a payment during a breach of this agreement, that failure does not constitute a waiver of that term or breach.

Article XXV. ADDITIONAL TERMS AND CONDITIONS
Section 25.01 Effect of Economically Disadvantaged Community Designation. (a) If section 2 of schedule F lists “Yes” for the “Economically Disadvantaged Community Designation,” then based on information that the Designated Subrecipient provided to the USDOT, including the Technical Application, the USDOT determined that the Project will benefit an economically disadvantaged community, as defined in section H.1 of the NOFO.

Section 25.02 Disclaimer of Federal Liability.
(a) The USDOT and the Recipient shall not be responsible or liable for any damage to property or any injury to persons that may arise from, or be incident to, performance or compliance with this agreement.

Section 25.03 Relocation and Real Property Acquisition. 49 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 24 | 30
(a) To the greatest extent practicable under State law, the Designated Subrecipient shall comply with the land acquisition policies in 49 C.F.R. 24 subpart B and shall pay or reimburse property owners for necessary expenses as specified in that subpart. (b) The Designated Subrecipient shall provide a relocation assistance program offering the services described in 49 C.F.R. 24 subpart C and shall provide reasonable relocation payments and assistance to displaced persons as required in 49 C.F.R. 24 subparts D–E. (c) The Designated Subrecipient shall make available to displaced persons comparable replacement dwellings in accordance with 49 C.F.R. 24.

Section 25.04 Equipment Disposition.
(a) In accordance with 2 C.F.R. 200.313 and 1201.313, if the Designated Subrecipient, or a subrecipient to the Designated Subrecipient, acquires equipment under the Grant Program award, then when that equipment is no longer needed for the Project:
1) if the entity that acquired the equipment is a State, the State, that entity shall dispose of that equipment in accordance with State laws and procedures; and 2) if the entity that acquired the equipment is an Indian Tribe, the Indian Tribe shall dispose of that equipment in accordance with tribal laws and procedures. If such laws and procedures do not exist, Indian Tribes must follow the guidance in 2 C.F.R. 200.313; and
3) if the entity that acquired the equipment is neither a State nor an Indian Tribe, that entity shall request disposition instructions from the Administering Operating Administration and Recipient.
(b) In accordance with 2 C.F.R. 200.443(d), the distribution of the proceeds from the disposition of equipment must be made in accordance with 2 C.F.R. 200.310–200.316 and 2 C.F.R. 1201.313.
(c) The Designated Subrecipient shall ensure compliance with this section 25.04 for all tiers of subawards under this award.

Section 25.05 Environmental Review.
(a) In this section, “Environmental Review Entity” means:
1) if the Project is located in a State that has assumed responsibilities for environmental review activities under 23 U.S.C. 326 or 23 U.S.C. 327 and the Project is within the scope of the assumed responsibilities, the State; and
2) for all other cases, FHWA.
(b) Except as authorized under section 25.05(c), the Designated Subrecipient shall not begin final design; acquire real property, construction materials, or equipment; begin construction; or take other actions that represent an irretrievable commitment of resources for the Project unless and until:
1) the Environmental Review Entity complies with the National Environmental Policy Act, 42 U.S.C. 4321 to 4370m-12, and any other applicable environmental laws and regulations; and
2) if the Environmental Review Entity is not the Designated Subrecipient , the Environmental Review Entity provides the Designated Subrecipient with written notice that the environmental review process is complete. 50 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 25 | 30
(c) If the Designated Subrecipient is using procedures for early acquisition of real property under 23 C.F.R. 710.501 or hardship and protective acquisitions of real property 23 C.F.R. 710.503, the Designated Subrecipient shall comply with 23 C.F.R. 771.113(d)(1). (d) The Designated Subrecipient acknowledges that:
1) the Environmental Review Entity’s actions under section 25.06(a) depend on the Designated Subrecipient conducting necessary environmental analyses and submitting necessary documents to the Environmental Review Entity; and 2) applicable environmental statutes and regulation may require the Designated Subrecipient to prepare and submit documents to other Federal, State, and local agencies.
(e) Consistent with 23 C.F.R. 771.105(a), to the extent practicable and consistent with Federal law, the Designated Subrecipient shall coordinate all environmental investigations, reviews, and consultations as a single process. (f) The activities described in schedule B and other information described in the USDOT Agreement may inform environmental decision-making processes, but the parties do not intend the USDOT Agreement to document the alternatives under consideration under those processes. If a build alternative is selected that does not align with schedule B or other information in this agreement, then:
1) the parties may amend the USDOT Agreement under section 15.01 for consistency with the selected build alternative; or
2) if the USDOT or Recipient determine that the condition at section 10.01(a)(5) in this Agreement is satisfied, the Recipient may terminate the this Agreement under section 10.01(a)(5).
(g) The Designated Subrecipient shall complete any mitigation activities described in the environmental document or documents for the Project, including the terms and conditions contained in the required permits and authorizations for the Project.

Section 25.06 Railroad Coordination.
(a) If section 3 of schedule C includes one or more milestones identified as a “Railroad Coordination Agreement,” then for each of those milestones, the Designated Subrecipient shall enter a standard written railroad coordination agreement, consistent with 23 C.F.R. 646.216(d), no later than the deadline date identified for that milestone, with the identified railroad for work and operation within that railroad’s right-of-way.

Article XXVI. MANDATORY AWARD INFORMATION
Section 26.01 Information Contained in a Federal Award. (a) For 2 C.F.R. 200.211:
1) the “Federal Award Date” is the date of this agreement, as defined under section

28.02;
2) the “Assistance Listings Number” is 20.205 and the “Assistance Listings Title” is “Neighborhood Access and Equity (NAE) Discretionary Grant Program”; and 3) this award is not for research and development.

Section 26.02 Federal Award Identification Number.
51 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 26 | 30
(a) If the USDOT Payment System identified in section 6 of schedule A is “FMIS,” then the Federal Award Identification Number will be generated when the FHWA Division authorizes the project in FMIS. The Recipient acknowledges that it has access to FMIS and can retrieve the FAIN from FMIS for the Designated Subrecipient once generated.

Section 26.03 Recipient’s Unique Entity Identifier.
(a) If the FHWA Payment System identified in schedule A is "FMIS" or “FMIS Current Bill,” then the Recipient’s Unique Entity Identifier, as defined at 2 C.F.R. 25.400, is available in FMIS. The Recipient acknowledges that it has access to FMIS and can retrieve the unique entity identifier from FMIS for the Designated Subrecipient.

Section 26.04 Budget Period.
(a) In this agreement, “budget period” is used as defined at 2 C.F.R. 200.1.

Article XXVII. CONSTRUCTION AND DEFINITIONS
Section 27.01 Schedules.
(a) This agreement includes the following schedules as integral parts Schedule A Administrative Information
Schedule B Project Activities
Schedule C Award Dates and Project Schedule
Schedule D Award and Project Financial Information
Schedule E Changes from Application
Schedule F NAE Program Designations
Schedule G NAE Performance Measurement Information
Schedule H Climate Change and Environmental Justice Impacts Schedule I Racial Equity and Barriers to Opportunity
Schedule J Labor and Work"
Section 27.02 Exhibits.
(a) The following exhibits, which are located in the document titled “U.S. Department of Transportation Exhibits to FHWA Grant Agreements Under the Fiscal Year 2023 Reconnecting Communities Pilot Program/Neighborhood Access and Equity Program (RCN): FHWA Projects,” dated April 8, 2024, and available at https://www.transportation.gov/grants/reconnecting-communities/reconnecting- communities-grant-agreements, are part of this agreement.

Exhibit A Applicable Federal Laws and Regulations
Exhibit B Additional Standard Terms
Exhibit C Quarterly Project Progress Reports and Recertifications: Format and Content Exhibit D Form for Subsequent Obligation of Funds"
Section 27.03 Construction.
(a) In these General Terms and Conditions:
1) unless expressly specified, a reference to a section or article refers to that section or article in these General Terms and Conditions;
2) a reference to a section or other subdivision of a schedule listed in section 25.1 will expressly identify the relevant schedule; and
52 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 27 | 30
3) there are no references to articles or sections in project-specific portions of the agreement that are not contained in schedules listed in section 25.1. (b) If a provision in these General Terms and Conditions or the exhibits conflicts with a provision in the project-specific portion of the agreement, then the project-specific portion of the agreement prevails. If a provision in the exhibits conflicts with a provision in these General Terms and Conditions, then the provision in these General Terms and Conditions prevails.

Section 27.04 Integration.
(a) This agreement constitutes the entire agreement of the parties relating to the NAE Program and awards under that program for the Project and supersedes any previous agreements, oral or written, relating to the NAE Program and awards under that program for the Project.

Section 27.05 Definitions.
(a) In this agreement, the following definitions apply:
“Administering Operating Administration” means th
e FHWA.
“Capital Construction Grant” means this project will remove, retrofit, mitigate, or replace an existing eligible dividing transportation facility with a new facility that reconnects communities; mitigates a burdening transportation facility that is a source of air pollution, noise, stormwater, heat, or other burdens; or implements a strategy to reduce environmental harm and/or improve access through transportation improvements.
“Community Planning Grant” means this
project will conduct planning activities for
future construction projects and allow for innovative community planning to address localized transportation challenges.
“Ge
neral Terms and Conditions” means thi s Agreement.
“NAE Grant” refers to an award of funds made available via the Section 60501 of the Inflation Reduction Act (Pub. L. 117-169, August 16, 2022, “Inflation Reduction Act” or IRA).
“Program Statute” means the collective statutory text:
(1) at IRA, tit. VI, subt. E § 60501; and
(2) all other provisions of that act that apply to amounts appropriated under that paragraph.
“Project” means the project proposed in the Technical Application, as modified by the negotiated provisions of the USDOT Agreement.
“NAE Grant” means a n award of funds that were made available under the NOFO. 53 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 28 | 30
“Regional Partnerships Challenge Grants” means a project led by two or more eligible applicants to address a persistent regional challenge related to equitable access and mobility. Eligible activities for Regional Partnerships Challenge Grants are the same as those listed under Capital Construction and Community Planning Grants but must have a regional focus, and clearly demonstrate regional coordination and leveraging of local, State, and Federal resources and policies. See Section C for further eligibility information.
“Technical Application” means the a
pplication identified in section 1 of schedule A of
the USDOT Agreement, including Standard Form 424 and all information and attachments submitted with that form through Grants.gov.

Article XXVIII. AGREEMENT EX ECUTION AND EFFECTIVE DATE Section 28.01 Counterparts.
(a) This Agreement may be executed in counterparts, which constitute one document. (b) The parties intend each countersigned original to have identical legal effect.

Section 28.02 Effective Date.
(a) This Agreement will become effective when all parties have signed it and the USDOT Agreement is executed.
(b) The date of this agreement will be the date this agreement is signed by the last party to sign it or the date the USDOT Agreement is executed, whichever is later. (c) This instrument constitutes an NAE Grant when the Recipient and Designated Subrecipient’s authorized representatives sign it and the USDOT Agreement is executed by FHWA.
54 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 29 | 30

DESIGNATED SUBRECIPIENT SIGNATURE PAGE
The
Designated Subrecipient, intending to be legally bound, is signing this Agreement on the date stated opposite that party’s signature.

SACR

AMENTO AREA COUNCIL OF GOVERNMENTS
“DESIGNATED SUBRECIPIENT”
By:

JAMES CORLESS Date
Executive Director
APPROVED AS TO CONTENT:

By:

Garett Ballard-Rosa Date
Green Means Go Project Manager
APPROVED AS TO FORM:

By:

OSMAN MUFTI Date
Legal Counsel to SACOG, Sloan Sakai Yeung & Wong LLP
COUNTERSIGNED:

By:

LORETTA SU Date
Finance Director
11/20/2024
Osman Mufti (Nov 20, 2024 18:44 PST)
11/20/2024
11/21/2024
11/21/2024
55 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

FYs 2023 N eighborhood Access and Equity Grant Program
Recipient - Designated Subrecipient Agreement
SACOG Green Means Go Project
Pag
e 30 | 30

RECIPIENT SIGNATURE PAGE
The
Recipient, intending to be legally bound, is signing this Agreement on the date stated opposite that party’s signature.

CA

LIFORNIA DEPARTMENT OF TRANSPORTATION
By:

DEE LAM Date
Chief, Division of Local Assistance
AN
D
By:

SERGIO ACEVES Date
District Director
11/21/2024
11/21/2024
56 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

1 of 31
U.S. DEPARTMENT OF TRANSPORTATION

GRANT AGREEMENT UNDER THE
FISCAL YEAR 2023 NEIGHBORHOOD ACCESS AND EQUITY GRANT PROGRAM This agreement is between the United States Department of Transportation (the “USDOT”) and the California Department of Transportation (the “Recipient”) and the Sacramento Area Council of Governments (the “Subrecipient”).

This agreement reflects the selection of the Recipient to receive a Neighborhood Access and Equity (NAE) Grant for the SACOG Green Means Go: Green Zone Access and Equity Regional Planning Project.

If schedule A to this agreement identifies a Designated Subrecipient, that Designated Subrecipient is also a party to this agreement, and the parties want the Designated Subrecipient to carry out the project with the Recipient’s assistance and oversight.

The parties therefore agree to the following:

ARTICLE 1
GENERAL TERMS AND CONDITIONS.

1.1 General Terms and Conditions.
(a) In this agreement, “General Terms and Conditions” means the content of the document titled “General Terms and Conditions Under the Fiscal Year 2023 Neighborhood Access and Equity Program: FHWA Projects,” dated October 1, 2024, which is available on the RCN website. The General Terms and Conditions reference the information contained in the schedules to this agreement. The General Terms and Conditions are part of this agreement.
(b) The Recipient states that it has knowledge of the General Terms and Conditions. (c) The Reci
pient acknowledges that the General Terms and Conditions impose obligations on the Recipient and that the Recipient’s non-compliance with the General Terms and Conditions may result in remedial action, terminating of the NAE Grant, disallowing costs incurred for the Project, requiring the Recipient to refund to the USDOT the NAE Grant, and reporting the non-compliance in the Federal-government-wide integrity and performance system.

ARTICLE 2
SPECIAL TERMS AND CONDITIONS.

There are no special terms for this award.
57 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

2 of 31

SCHEDULE A

ADMINISTRATIVE INFORMATION

1. Application.

Application Title: SACOG Green Means Go: Green Zone Access and Equity Regional Planning Project
Application Date: 09/28/2023

2. Recipient’s Unique Entity Identifier.

UK66CLDX71

3. Recipient Contact(s).

Bomasur Banzon
District Local Assistance Engineer, D3
Division of Local Assistance
703 B S
treet
Marysville, CA 95901
(530) 682-2984
[email protected]
An
mol Mishra
Discretionary Grants Coordinator
Federal Infrastructure Programs Branch
Division of Local Assistance
P.O. BOX 942874, MS–1
SACRAMENTO, CA 94274–0001
(279) 599-4996
[email protected]
Di
[email protected]
Discretionary Grants Coordinator
Federal Infrastructure Programs Branch
Division of Local Assistance
P.O. BOX 942874, MS–1
SACRAMENTO, CA 94274–0001
58 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

3 of 31

4. Key Personnel.

Name Title or Position
Bomasur Banzon District Local Assistance
Engineer, D3
Anmol Mishra Discretionary Grants
Coordinator
Garett Ballard-Rosa Senior Planner
Greg Chew Senior Planner

5. USDO
T Project Contact(s).

Antonio Johnson
Director of Planning, Environment, & Right of Way
Federal Highway Administration - California Division
United States Department of Transportation
650 Capitol Mall, Suite 4-100
Sacramento, CA 95814-4708
[email protected]
And
El
issa Konove
Division Administrator
Federal Highway Administration - California Div ision
United States Department of Transportation
650 Capitol Mall, Suite 4-100
Sacramento, CA 95814-4708
[email protected]
and
Kenneth N. Petty II
Planning/Regional Partnership - Planning
Director, Office of Planning
59 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

4 of 31
Federal Highway Administration
Office of Planning, Environment, and Realty
1200 New Jersey Avenue SE
Room E72-330
Washington, DC 20590

6. Pa
yment System.

USDOT Payment System: FMIS

7. Office for Subaward and Contract Authorization.

USDOT Office for Subaward and Contract Authorization: FHWA Office of Acquisition and Grants Management

8. Federal Award Identification Number.

See section 24.2 of the General Terms and Conditions.

9. Designated Subrecipient.

Designated Subrecipient: Sacramento Area Council of Governments (SACOG) Garett Ballard-Rosa
Senior Planner
Sacramento Area Council of Governments
1415 L Street Suite 300
Sacramento CA, 95814
916.319.5183
[email protected]
Gre
g Chew
Senior Planner
Sacramento Area Council of Governments
1415 L Street Suite 300
Sacramento CA, 95814
(916) 340-6227
[email protected]
60 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

5 of 31

SCHEDULE B

PROJECT ACTIVITIES

1. Gen
eral Project Description.

The “Green Zone Access and Equity Regional Planning Project,” will advance planning, engineering, design and project development activities to address barrier transportation facilities in nine federally designated disadvantaged communities that are (1) locally prioritized for infill development and (2) share the challenge of high volume, autocentric facilities that bisect existing neighborhoods to limit both economic and transportation mobility. SACOG will establish a Community-Based Organization Working Group to support equity-centered planning processes that engage traditionally marginalized groups.

SACOG will also partner with Valley Vision – the region's workforce intermediary – to establish career pathways for vulnerable community members into jobs that will be created during the implementation of the projects planned with DOT NAE grant funds.

Finally, SACOG will provide technical assistance to disadvantaged Green Zone communities to help prepare for the implementation phase. 61 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

6 of 31

2. Statement of Work.

Sc
ope of Work Summary Table
Grant
Task #
Description Lead Planning Activities Summary
1 Disadvantaged
Communities Green
Zone Planning
projects
Nine local
jurisdictions
See below task table and write up
of the nine local jurisdiction
scopes
2 Project management
and grant
administration
SACOG Execute Memorandum of
Understanding with each partner.

Conduct ongoing monitoring of
each project component/task
3 Community
Engagement
Strategies
CBO working
group
Establish Community Based
Organization working group to
enable local expertise in
marginalized communities that
have largely been left out of
traditional planning processes
4 Workforce
Development
Valley Vision Outreach to local workforce
boards, organized labor and
training agencies to map job
training pathways for residents of
DAC Green Zones to quality
infrastructure jobs
5 Technical Assistance SACOG Technical assistance to local agencies, working groups and
partners to ready disadvantaged
Green Zone for implementation
phase
62 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

7 of 31
Task 1. Disadvantaged Communities Green Zone Planning projects summary tab le Task # Jurisdiction
/Project
Major
barrier
facility
Planning Activities Summary

1.1 City of Citrus
Heights Sunrise
Tomorrow
Sunrise
Blvd
Preliminary engineering to help
transition a 100-acre decaying mall in a
low VMT area with high quality transit
into mixed use, high density, and
transit-oriented development.

1.2 City of Marysville
Re-Envision
Downtown
Marysville Plan
SR20,
SR70, RR
tracks
Plan that re-envisions system through
downtown for multimodal
transportation & plan for a downtown
traffic calming program.

1.3 City of Rancho
Cordova Folsom
Blvd:

Transforming Old
Lincoln Highway
Plan
Folsom
Blvd, light
rail tracks,
US50
Update to Folsom Blvd Specific Plan
analyzing mobility options, circulation,
infill development opportunities,
climate resiliency, zoning / development
codes, and infrastructure needs.

1.4 City of
Sacramento
Reconnecting Old
North Sacramento
SR 160,
Capital City
Freeway,
and UPRR
tracks
Community plan of projects, programs,
and policies aimed at reconnecting
disadvantaged residents to daily
destinations through affordable,
accessible, and multi-modal
transportation.

1.5 Sacramento
County Re-
Imagine North
Watt Corridor
North Watt
Avenue
Implementing North Watt Avenue
corridor plan through project
development and strategies to bolster
bicycle, pedestrian, and transit modes
through populous corridor/job center
that suffers from high traffic, safety
issues, and absence of complete street
infrastructure.
63 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

8 of 31

1.6 City of West
Sacramento US 50
Community
Connectivity
Project &
Sycamore Trail
Project
US 50/I-80
biz, UPRR
tracks,
Jefferson
Blvd, Sac
River deep
water ship
channel
(1) Planning to unlock 13 acres of
vacant land in center of region’s urban
core for infill development that is
currently isolated by freeways and high-
speed access roads. (2) Feasibility
studies, cost estimates, and community
engagement for first and only multi-use
and low transportation stress trail
connecting City’s northern and Southern
areas.

1.7 City of Woodland
East Street
Corridor Complete
Streets
East Street,
UPRR to
west of
facility
Feasibility study for road diet and
complete streets through the East Street
corridor.

1.8 Yuba City Central
City Green Zone
Redevelopment
Plan
State
Highway
20 (1) SR20 bike/ped crossing feasibility.
(2) Develop form-based objective
design standards to streamline
review/approval, provide clear design
direction, & ensure compatible
development in Central City and (3)
update Central City Specific Plan.

1.9 Yuba County East
Linda Gateway:

Lindhurst Corridor
Revitalization
project
Lindhurst
Ave, SR70
and nearby
railroad
tracks
Design and engineering of rural main
street project that will transform the
Avenue into a community entry point by
providing multimodal improvements,
and beautification upgrades.
64 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

9 of 31
Scope of Work Description
Task 1 Project Descriptions
Task 1.1. City of Citrus Heights Sunrise Tomorrow Project Extent: Sunrise Specific Plan area (Sunrise Avenue from Madison to Greenback) The City of Citrus Heights’ “Sunrise Tomorrow” project will complete preliminary design and engineering for transportation infrastructure improvements to support the transition of a 100-acre decaying suburban mall into a mixed use, high density, transit-oriented development project. The Sunrise Tomorrow project is the second-largest infill redevelopment opportunity within the SACOG region and will facilitate up to 2,200 multifamily housing units, 480 hotel rooms, 320,000 SF of Retail, 960,000 SF of Office, and 450,000 SF of community/institutional uses along with 25 acres of Open Space. Green Means Go has supported development of a land use specific plan for the site and infrastructure feasibility analysis.

With US DOT NAE funds, Citrus Heights will complete preliminary design for significant transportation infrastructure improvements along the frontage of the site. This includes preliminary engineering of a multi-use trail with a physically separated 10-foot wide pathway along the site perimeter; a mobility center capable of accommodating existing transit and anticipated BRT with regional connectivity through Sacramento Regional Transit’s network; underground infrastructure connections from existing trunk-line infrastructure necessary to serve site redevelopment; and intersection improvements to facilitate transit priority signalization and improved ingress and egress to the site. Funding will eliminate the remaining transportation barriers needed to transform the site into a mixed-use vibrant and community-orientated infill housing development.

Task 1.2 City of Marysville: Re-Envision Downtown Marysville Extent: Downtown Marysville Green Zones (roughly along SR70 from Yuba River to E 24th St.

SR 20 from 12th St to Feather River).

City of Marysville’s NAE project to Re-envision Downtown Marysville Plan will develop a plan for the city’s downtown that re-imagines the existing transportation network for multimodal transportation modes, as well as a plan for a downtown traffic calming program. The city is bisected by two state highways – Highway 70 and Highway 20 – that present barriers to mobility and bike/ped access and safety. Marysville’s downtown Green Zone is over 50 percent people of color and over 50 percent low income (household annual incomes below $40,000 a year). Most traffic in the city is regional through-traffic, which leads to heavy congestion, traffic queuing, and constraints to city’s underserved business and residents. The City will engage transportation engineers and the community in developing a plan to improve connectivity and safety for walking, rolling, and other non-vehicular transportation modes. The study will evaluate changes consistent with the California Transportation Plan 2050 objectives and actions. The City will also formulate plans for a traffic calming program in the Green Zone area of downtown. 65 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

10 of 31
Task 1.3. City of Rancho Cordova: Folsom Blvd-: Transforming Old Lincoln Highway Plan
Extent: Folsom Blvd from Bradshaw to Hazel
The City of Rancho Cordova’s NAE project will result in the Folsom Blvd: Transforming Old Lincoln Highway project, which will analyze mobility options, circulation, infill development opportunities, climate resiliency, zoning and development codes, and infrastructure needs to update the Folsom Blvd Specific Plan. The project has three components: (1) update to Folsom Blvd specific plan; (2) a targeted mixed-use and multifamily housing study; and (3) financial feasibility testing for incremental infill.

US-50 and the SacRT light rail bisect Rancho Cordova, disconnecting the older northern end of the city from the developing southern end. Folsom Blvd (the old Lincoln Highway that runs through the middle of Rancho Cordova) still maintains local accessibility challenges from when it was the key east-west throughway in the entire Sacramento region, while the construction of US50 has affected the economic viability of the corridor; like many of the other nine DAC Green Zones, the area is over 50 percent low income as well as 50 percent people of color. The plan will assess low-stress options for north-south connections; micro mobility options within the corridor; infill development opportunities; access and need assessment for the nearby business park; climate resilience; zoning, code, and infrastructure needs. The plan will recommend improvements to enhance mobility choices and access to and across the Folsom Blvd corridor, pathways to overcome barriers of the built environment, zoning codes that will encourage infill development, and recommendations on density bonuses.

Tas
k 1.4. City of Sacramento Reconnecting Old North Sacramento Community Plan Extent: Highway160 (from 12/16th St Bridge to Cap City), Cap City (from American River to N. of El Camino), UP RR (from river to north of El Camino). “Reconnecting Old North Sacramento” community plan (Plan) of the City of Sacramento will address legacy impacts and harms caused by Highway 160, Capital City Freeway (i.e., Interstate Business 80 Loop, State Route 51), and the Union Pacific Railroad lines to Old North Sacramento communities. Plan will propose projects, programs, and policies aimed at reconnecting residents and communities to daily destinations through affordable, accessible, and multi-modal transportation. The dividing transportation facilities have cut off Old North Sacramento communities from employment, healthcare, recreation, active transportation, retail, and entertainment opportunities and resources. These barriers have resulted in a limited street network and with dangerous crossings that are identified on the City’s Vision Zero High Injury Network as streets in Sacramento with the highest number of severe injuries and traffic fatalities.

The area transportation network fails to support active transportation, leading to SOV use that contributes to poor air quality and climate change. As for Del Paso Blvd, the construction of the barrier facilities has resulted in generations of harm to the local businesses on Del Paso 66 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

11 of 31
Boulevard – formerly the business main street and community center - as traffic was diverted onto the freeway facilities. Today, decades and generations later, the Boulevard continues to struggle: based on census estimates, nearly 100% of households in the area earn less than $40,000 a year. The Reconnecting Old North Sacramento plan will be a community-driven, implementation-oriented plan that identifies near- and long-term projects, programs, and policies aimed at enhancing mobility, access, and safety, while supporting local businesses and residents.

Tas
k 1.5 Sacramento County: Re-Imagine North Watt
Extent: N. Watt Avenue from Elkhorn to Antelope
The County of Sacramento’s NAE funding to implement the “Re-Imagine North Watt Corridor Plan” will serve an underserved corridor home to 21,000 residents and 6,000 jobs that suffers from high traffic, safety issues, and the absence of complete street infrastructure. Through the Green Zone Access and Equity project, Sacramento County will complete facility project development to prepare North Watt’s transformation to a place where residents can effortlessly access jobs, schools, and open spaces by walking, biking, or riding transit, creating safer routes for students, parents, and commuters, all while fostering economic growth and a stronger sense of community.

The County anticipates a substantial 27% rise in dwelling units within a one-mile radius of Watt Avenue by 2040, with a significant 44% increase within a half-mile. To accommodate regional growth, the North Watt corridor will need to balance jobs and housing and foster multimodal connectivity to nearby employment centers like the McClellan Park business complex. This transformation will reduce automobile dependence within the community and contribute to a notable reduction in greenhouse gas emissions, aligning with the shared environmental goals.

The projected densification of the corridor, combined with existing and planned investments in the vicinity, presents a unique opportunity for the North Watt area to become a sustainable and equitable hub for mobility and livability.

Tas
k 1.6. City of West Sacramento: US50 Community Connectivity Project and Sycamore Trail Project
Extent: US50/Tower Bridge Gateway from Westacre to W. Capitol; Jefferson Blvd from W.

Capitol to Drever; Union Pacific Railroad and Sac River Deep Water Channel The City of West Sacramento portion of the Regional Planning Partnership will improve two DAC Green Zone projects—1. US Highway 50 Community Connectivity Project and 2.

Sycamore Trail Project—that reflect the inherited legacy of transportation projects designed to move people through, not within, the community. Today, Green Zones in West Sacramento primarily consist of cleared and redeveloping brownfield land in the obsolete industrial area along the river and of corridors defined by overbuilt arterial roads built as state highways and 67 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

12 of 31
lined with declining parking lot-oriented commercial buildings that cut through and divide disadvantaged communities.

The US Highway 50 Community Connectivity Project will unlock 13 acres of vacant brownfields land in the center of the region’s urban core for infill development that is currently isolated by freeways and high-speed access roads. The State of California relinquished Tower Bridge Gateway (formerly State Route 275) and Jefferson Boulevard (formerly State Route 84 and today the most dangerous arterial in the city) to the City in the early 2000s. Since then, the City has been working to transform former state-controlled access freeways to local arterial boulevards. Yet the intersection of US50/BUS80, Tower Bridge Gateway, and Jefferson Boulevard remains a major transportation barrier that has impeded bike/ped mobility within the City, inhibited access to jobs and resources, and stymied development and progress for the surrounding communities.

The City will conduct planning studies and conceptual designs to explore the obsolete decommissioned freeway structures on Tower Bridge Gateway and design alternatives for local use; incorporate complete street elements and proposed local to connect communities; complement City plans and projects such as planned light rail extension from Downtown Sacramento to expand accessibility and mobility options; and support nearby planned and underway mixed-use and housing projects. Grant funds would also move forward a long-awaited bike and pedestrian connection that has broad community support.

The Sycamore Trail Project will complete planning and design to establish the City’s first and only multi-use and low-transportation stress trail connecting the City’s northern and southern areas. It will cross three barrier transportation facilities that have denied disadvantaged communities access to the high-quality amenities in the City’s newer, wealthier areas: UPRR, US-50/I-80 Business and the Sacramento Deep Water Channel. These facilities were imposed on the community by the federal, state, and regional governments before the City was incorporated.

The Sycamore Trail Project will help to solve the division caused by the barrier transportation facilities’ grade separation and impermeability. Sycamore Trail Phases 1-3 (including a bike/ped bridge over US 50) have already been funded through a variety of state, regional and local funds.

This grant request for Phases IV and V will address crossing the Union Pacific tracks and the deep water canal, respectively. US DOT NAE funds will support feasibility studies, cost estimates, and community engagement for these critical connections.

Tas
k 1.7 City of Woodland: East Street Corridor Complete Streets Extent: East Street: Kentucky Ave to south of Gibson Road (County Fair Mall) Th
e City of Woodland has joined the regional partnership with the East Street Corridor Complete Streets project, a scope to study the East Street corridor, a historically underserved community 68 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

13 of 31
(78 percent community of color) with fewer opportunities to access jobs, education, and amenities, to determine the feasibility of a road diet and conversion to a complete street. This evaluation will include a full traffic study of current and future roadway needs, public outreach within the community, project scoping, and preliminary design to allow the City to adopt a plan line for use with future redevelopment and reinvestment in the corridor. Currently, this vehicle- centric corridor does not provide bicycle facilities and inadequately provides for pedestrians and other non-motorized users. Even without these facilities, the corridor is a necessary travel area for many school-aged children who live in the areas east of East Street who must travel to schools located west of the corridor. The City’s General Plan identifies the corridor as an economic focus area and a corridor to consider for a road diet to catalyze improved land values and encourage new development and reinvestment in this corridor.

Tas
k 1.8 City of Yuba City: Central City Green Zone Redevelopment Plan Extent: Yuba City downtown Green Zones (SR20 from Sutter St to Harter Parkway) As part of the Regional Partnerships Challenge, the City of Yuba City’s NAE funded Central City Green Zone Revitalization Plan has three components: first, to study bicycle and pedestrian crossings across SR20, secondly, to develop Objective Design Standards, and thirdly, to update the Central City Specific Plan. Yuba City is cut in half by Highway 20, stretching east to west, dividing the northern and southern sections of the small city. As with most major corridors across the Sacramento region, there are few pedestrian crossings and very limited multimodal forms of transportation for its residents, 58% of whom are people of color.

Yuba City will develop an Objective Design Standard to barriers to securing approvals for multi- family residential infill development. This effort will focus on developing form-based objective design standards that will streamline review and approval, provide clear design direction, and ensure compatible development in the city’s Central City. The city will explore using a combination of increased height limits, increased density, new floor area ratio (FAR) standards, build-to lines, and parking reductions along with the new objective design standards to encourage new infill multi-family and residential mixed-use development. The objective is to allow for the development of quality, attractive affordable and market-rate development in these areas that have been predominantly underutilized, vacant, or outdated commercial. Finally, Yuba City’s updated Central City Specific Plan would provide the policies, land use, infrastructure constraints analysis and analysis to accelerate infill multi-family residential in the improved corridor.

Tas
k 1.9 Yuba County: East Linda Gateway. Lindhurst Corridor Revitalization Project Extent: Lindhurst Avenue from Erle Road to North Beale Road and North Beale Road from Lindhurst Ave to SR70
69 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

14 of 31
Yuba County’s NAE component of the regional partnership will complete preliminary design and engineering for the “Linda Gateway: Lindhurst Corridor Revitalization,” an entryway corridor beautification project that will transform the Avenue into a rural main street though multi-modal physical improvements as detailed below. The unincorporated community of Linda is over 60% people of color and 57% of its households earn less than $40,000 a year. Much of the community’s development occurred over the past century on a piece-meal basis, resulting in a lack of community-serving infrastructure. In particular, Lindhurst Avenue, the community’s main throughway, lacks sidewalks, continuous bike lanes, landscaping, seating or shaded areas, lights, trash receptacles, or drainage. Lindhurst Avenue is sandwiched between SR70 and active freight rail, meaning any community member must use the facility (and its inadequate infrastructure) to move north-south through Linda.

With US DOT NAE grant funds, the County will complete project approval and environmental documentation (PA&ED), as well as plans, specification, and estimates (PS&E). Upon implementation, the project will transform Lindhurst Avenue into a rural main street and establish a cultural connection for the entire community.  The project will convert what is essentially a trash-ridden, inaccessible throughway into a multi-modal public space by providing several improvements including landscaping, a continuous sidewalk with ADA accessible ramps, lighting, seating areas, shaded areas, local artwork, improved drainage facilities, and trash receptacles.   Long-term maintenance will be through a cooperative effort between Yuba County, local community members, and SAYlove -- a grassroots citizen organization that cares for, supports, and cleans up the Yuba-Sutter.

Task 1 Deliverables: nine completed DAC Green Zone plans, facility feasibility, engineering, design, or other project development.

Tas
k 2: Project Management and Gr ant Administration
SACOG has established a project management team responsible for guiding the regional planning process, managing the Community-Based Organization (CBO) Working Group and Valley Vision workforce mapping, coordinating with participating local agencies (subrecipients), establishing performance metrics, and conducting quality assurance. SACOG’s Finance Director, Grants/Budget Analyst, and Accountant will work together on grant administration and reporting. This team will coordinate with US DOT to execute the grant award, conduct procurement and contracting in accordance with federal, state, and local standards; administer the grant funding; and complete all financial reporting.

Task 2.1: SACOG will develop and execute a Memorandum of Understanding (MOU) among the ten participating jurisdictions, outlining the proposed planning process, reporting requirements, and guidelines. SACOG’s Senior Planner, Greg Chew, will administer the MOU.

Task 2.3: Each participating local Agency (subrecipient), its staff, and any subcontractors shall establish and maintain an accounting system and reports that properly accumulate incurred 70 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

15 of 31
project costs by line. The grant manager of the subrecipient town, city, or county, will be the primary point of contact in the project.

Task 2.4: SACOG’s administrative team will conduct ongoing monitoring of the DAC Green Zone planning projects to ensure each project is complete before September 30, 2031.

Task 2.5: Each local agency will report to SACOG on a quarterly basis, as detailed in the MOU, providing a written progress report and invoices, as applicable.

Task 2.6: With regular progress updates from subrecipients, SACOG will regularly submit Performance Progress Reports (SF-PPR) and Federal Financial Reports (SF-425) to monitor project programs and will submit annual reports that address project administration and overall benefits delivered.

Task 2 Deliverables: Progress reports from SACOG and partner agencies.

Tas
k 3. Establish Community-Based Or ganization (CBO) Working Group and Develop Community Engagement Strategies
Task 3.1: Building upon SACOG’s extensive work partnering with CBOs to work in systemically oppressed and marginalized communities that have largely been left out of traditional planning processes, SACOG will establish a CBO Working Group for this project that will enable each participating jurisdiction to tap into CBO’s local expertise to foster inclusive outreach and engagement to inform its planning effort. SACOG will align the CBO Working Group with the work of its Race, Equity, and Inclusion (REI) Working Group and the Engage, Empower, Implement (EEI) program. The REI Working Group is made up of local elected officials from the SACOG Board and external members from public agencies, CBOs, and other organizations invested in improving equity outcomes in the Sacramento region. The EEI initiative will guide participating jurisdictions in deploying equitable and justice-based planning practices that can transform community-identified issues and ideas into implementable projects.

Task 3.2: The CBO Working Group will create and disseminate a toolkit for the participating jurisdictions to help incorporate community-led planning and design principles into each project.

Task 3.3: The CBO Working Group will develop a community engagement strategy and schedule of meetings and events tailored to its local DAC Green Zone area. Community engagement strategies will build upon the EEI initiative to address barriers to participation for historically disadvantaged, vulnerable, and marginalized community members who are often left out of local decision-making.

Task 3 Deliverables: CBO Working Group established; Community Engagement Plan & Outreach toolkit developed/disseminated.

Tas
k 4: Workforce Development
71 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

16 of 31
SACOG’s partner Valley Vision (VV), the region’s workforce intermediary and lead entity for developing the region’s federal Comprehensive Economic Development Strategy (CEDS), will conduct outreach to and stakeholder engagement with local workforce boards, organized labor, and training agencies to assess potential workforce needs associated with implementation of the DAC Green Means Go planning projects and will develop local workforce for the implementation phase of the DAC Green Means Go project. VV will collaborate with educators, employers, labor and a diverse array of workforce development partners, coordinating and aligning regional goals based on data and feedback from CBO groups.

Task 4.1: VV to coordinate with CBO Working Group and each DAC Green Zone project to assess po
tential job creation and hiring needs for implementation of the proposed plans.

Task 4.2: VV to engage with job training and workforce partners to establish clear pathways for local jobseekers to obtain high-quality jobs in design and engineering, construction, trades, and other positions that will grow significantly throughout the region as DAC Green Zone projects advance to the implementation phase.

Task 4.3: VV to initiate stakeholder engagement to identify local disadvantaged, women-owned, and minority businesses operating in relevant fields, as well as companies/contractors with strong labor standards, pro-active anti-discrimination and anti-harassment plans, workplace rights notice.

Task 4 Deliverables: Green Zone workforce ecosystem mapping, labor force pipeline analysis and partnership convenings.

Tas
k 5: Technical Assistance
Tas
k 5.1: SACOG will provide technical assistance to disadvantaged Green Zone communities to coordinat
e between the local jurisdiction planning scopes, community-based working groups, workforce development mapping and other activities to ready the underserved Green Zone for implementation and redevelopment. At least 50 percent of this technical assistance will go to rural communities within disadvantaged Green Zones.

Ta
sk 5 Deliverables: Green Zone technical assistance to federally-designated disadvantaged communities.
72 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

17 of 31

SCHEDULE C

AWARD DATES AND PROJECT SCHEDULE

1. Award Dates.

Budget Period End Date: September 30, 2031
Period of Performance End Date: September 30, 2031

2. Estimated Project Schedule.

Milestone Schedule Date
Planned Project Completion Date: March 31, 2031

3. Special Milestone Deadlines.

None.

4. Mandatory Prerequisite Dates.

Mile
stone Date
Added to Unified Planning Work Program (UPWP) 06/2024
73 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

18 of 31

SCHEDULE D

AWARD AND PROJECT FINANCIAL INFORMATION

1. Award Amount.

NAE Grant Amount: $22,500,000

2. Federal Obligation Information.

Federal Obligation Type: Single

3. Approved Project Budget.

Eligible Project Costs
Total
NAE Funds: [$22,500,000]
Other
Federal
Funds:
[$XXX]
Non-Federal
Funds:
[$0]
Total: [$22,500,000]

4. Cost Classification Table
Reserved.

5. Approved Pre-award Costs
None. The USDOT has not approved under this award any costs incurred under an advanced construction authorization (23 U.S.C. 115), any costs incurred prior to authorization (23 C.F.R. 1.9(b)), or any pre-award costs under 2 C.F.R. 200.458. 74 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

19 of 31

SCHEDULE E

CHANGES FROM APPLICATION
INSTRUCTIONS FOR COMPLETING SCHEDULE E: Describe all material differences between the scope, schedule, and budget described in the application and the scope, schedule, budget described in schedules B–D. The purpose of this schedule E is to clearly and accurately document the differences in scope, schedule, and budget to establish the parties’ knowledge and acceptance of those differences. If there are notable changes in aspects of the Project other than scope, schedule, and budget (e.g., recipient changes), those changes should also be described.

See section 3.1 of the General Terms and Conditions.

Sco
pe: there are three scope differences between the application and grant agreement, each described below:

1. Sa
me scope elements, longer extent for City of Rancho Cordova scope. The grant agreement includes a slightly longer extent for the City of Rancho Cordova’s Folsom Blvd scope (updated to Folsom Blvd from Bradshaw to Hazel. Grant application was a shorter extent: Folsom Blvd to Mercantile). SACOG and Rancho Cordova reviewed the corridor and found the project could cover the longer extent while keeping all scope elements contained in the grant application. The longer extent leads to a more logical endpoint (the major arterial Hazel Avenue) that better aligns with Rancho Cordova’s Green Zone.

2. Same scope elements, longer extent for Yuba County scope. The grant agreement includes a slightly longer extent for Yuba County’s Lindhurst Avenue scope, extending from Lindhurst Avenue along North Beale Road. SACOG and Yuba County reviewed the corridor and found the project could cover the longer extent while keeping all scope elements contained in the grant application. The longer extent allows the project to better address State Route 70 as a major barrier facility.

3. Rescope and recipient change of $500,000 City of Isleton SR 160 Bike/Ped Bridge Design project to Green Zone Technical Assistance task. In the application phase SACOG coordinated with local leadership in each of the federally designated disadvantaged Green Zone communities to identify ten local jurisdiction scopes, including a $500,000 scope for the City of Isleton to begin design on a pedestrian bridge across SR160. The City of Isleton has requested to withdraw from the regional partnership, citing staff changes and fiscal challenges. Notably, the long-tenured City Engineer/City Manager (same person) recently left Isleton. Given the city’s size (about 800 people, the smallest in the SACOG region), the City feels it no longer has the technical ability to conduct this work. Further, the City has faced some unexpected fiscal challenges and feels it would be unable now to cover costs while waiting for reimbursement. SACOG reviewed both aspects of this request and agrees that the proposed Isleton scope is no longer tenable.

The updated grant agreement shifts the $500,000 originally planned for the Isleton scope to a technical assistance task led by SACOG that would serve federally-designated 75 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

20 of 31
disadvantaged communities that have a locally-adopted Green Zone. Green Zone communities felt this technical assistance would be especially valuable given the interconnected aspect of the regional planning partnership, desire for holistic outcomes, and the varying states of each corridor. The requested scope change represents less than

2.5% of the total grant budget.

Scope Change Summary
Component Application Extent Grant Agreement
Extent
Notes
City of Rancho
Cordova:

Transforming Old
Lincoln Highway
Folsom Blvd from
Bradshaw to
Mercantile
Folsom Blvd from
Bradshaw to Hazel
Longer extent with
same scope elements.

Yuba County: East
Linda Gateway
Lindhurst Ave from
Erle Road to North
Beale Rd
Lindhurst Avenue
from Erle Road to
North Beale Road and
North Beale Road
from Lindhurst to
SR70
Longer extent with
same scope elements.

City of Isleton:

SR160 Bike/Ped
Bridge Design
SR 160 from A St to H
St
Rescoped to Technical
Assistance program
At least 50% of
technical activity to
serve rural DAC
green zones
Sche
dule: No changes
Budg
et: No changes to overall budget. Grant agreement shifts $500,000 (less than 2.5% of total budget) from the City of Isleton SR160 task to technical assistance task. 76 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

21 of 31

SCHEDULE F

NAE PROGRAM DESIGNATIONS

1. Capital Construction or Planning Designation.

Capital-Planning- Designation: Planning

2. Regional Partnership Challenge Grant
Regional Partnership Designation: Yes

3. Economically Disadvantaged Community Designation.

Economically Disadvantaged Community Designation: Yes

4. Funding Source.

Funding Source: General Fund

5. Security Risk Designation.

Security Risk Designation: Low
77 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

22 of 31

SCHEDULE G

NAE PERFORMANCE MEASUREMENT INFORMATION
Reserved.
78 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

23 of 31

SCHEDULE H

CLIMATE CHANGE AND ENVIRONMENTAL JUSTICE IMPACTS

1. Consideration of Climate Change and Environmental Justice Impacts.

The Recipient states that rows marked with “X” in the following table are accurate. x
The Project is a planning project and incorporates consideration of climate change and environmental justice impacts. (Identify how the planning project incorporates consideration of climate change and environmental justice impacts in the narrative below.)
The Project directly supports a Local/Regional/State Climate Action Plan that results in lower greenhouse gas emissions. (Identify the plan in the supporting narrative below.)
The Project directly supports a Local/Regional/State Equitable Development Plan that results in lower greenhouse gas emissions. (Identify the plan in the supporting narrative below.)
The Project directly supports a Local/Regional/State Energy Baseline Study that results in lower greenhouse gas emissions. (Identify the plan in the supporting narrative below.)
x
The Recipient or a project partner used environmental justice tools, such as the Climate & Economic Justice Screening Tool (CEJST), USDOT’s Equitable Transportation Community (ETC) Explorer, or the EPA’s EJSCREEN, to minimize adverse impacts of the Project on environmental justice communities. (Identify the tool(s) in the supporting narrative below.) The Project supports a modal shift in freight or passenger movement to reduce emissions or reduce induced travel demand. (Describe that shift in the supporting narrative below.)
The Project utilizes demand management strategies to reduce congestion, induced travel demand, and greenhouse gas emissions. (Describe those strategies in the supporting narrative below.)
The Project incorporates electrification infrastructure, zero-emission vehicle infrastructure, or both. (Describe the incorporated infrastructure in the supporting narrative below.)
The Project supports the installation of electric vehicle charging stations. (Describe that support in the supporting narrative below.) The Project promotes energy efficiency. (Describe how in the supporting narrative below.)
The Project serves the renewable energy supply chain. (Describe how in the supporting narrative below.)
The Project improves disaster preparedness and resiliency (Describe how in the supporting narrative below.)
79 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

24 of 31
The Project avoids adverse environmental impacts to air or water quality, wetlands, and endangered species, such as through reduction in Clean Air Act criteria pollutants and greenhouse gases, improved stormwater management, or improved habitat connectivity. (Describe how in the supporting narrative below.)
The Project repairs existing dilapidated or idle infrastructure that is currently causing environmental harm. (Describe that infrastructure in the supporting narrative below.)
The Project supports or incorporates the construction of energy- and location- efficient buildings. (Describe how in the supporting narrative below.) The Project includes recycling of materials, use of materials known to reduce or reverse carbon emissions, or both. (Describe the materials in the supporting narrative below.)
The Recipient has taken other actions to consider climate change and environmental justice impacts of the Project. (Describe those actions in the supporting narrative below.)
The Recipient has not yet taken actions to consider climate change and environmental justice impacts of the Project but, before beginning construction of the Project, will take relevant actions described in schedule B. (Identify the relevant actions from schedule B in the supporting narrative below.) The Recipient has not taken actions to consider climate change and environmental justice impacts of the Project and will not take those actions under this award.

2. Supporting Narrative.

The project used the Climate and Environmental Justice Screening Tool to identify federally-designated environmental justice communities and only includes scopes within these communities. When built, scopes within these environmental justice communities will lead to mode shifts to reduce vehicle emissions. The project has a community-based working group to provide context on environmental justice impacts and ensure historically marginalized environmental justice communities have a pathway for input. 80 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

25 of 31

SCHEDULE I

EQUITY AND BARRIERS TO OPPORTUNITY

1. Efforts to Improve Equity and Reduce Barriers to Opportunity.

The Recipient states that rows marked with “X” in the following table are accurate:

X
The Project is a planning project and incorporates consideration of racial equity and barriers to opportunity. (Identify how the planning project incorporates consideration of racial equity and barriers to opportunity in the narrative below.)
A racial equity impact analysis has been completed for the Project. (Identify a report on that analysis or, if no report was produced, describe the analysis and its results in the supporting narrative below.)
The Recipient or a project partner has adopted an equity and inclusion program/plan, or has otherwise instituted equity-focused policies related to project procurement, material sourcing, construction, inspection, hiring, or other activities designed to ensure racial equity in the overall delivery and implementation of the Project. (Identify the relevant programs, plans, or policies in the supporting narrative below.)
The Project includes physical-barrier-mitigating land bridges, caps, lids, linear parks, and multimodal mobility investments that either redress past barriers to opportunity or that proactively create new connections and opportunities for underserved communities that are underserved by transportation. (Identify the relevant investments in the supporting narrative below.) The Project includes new or improved walking, biking, and rolling access for individuals with disabilities, especially access that reverses the disproportional impacts of crashes on people of color and mitigates neighborhood bifurcation. (Identify the new or improved access in the supporting narrative below.) The Project includes new or improved freight access to underserved communities to increase access to goods and job opportunities for those underserved communities. (Identify the new or improved access in the supporting narrative below.)
The Recipient has taken other actions related to the Project to improve racial equity and reduce barriers to opportunity. (Describe those actions in the supporting narrative below.)
The Recipient has not yet taken actions related to the Project to improve racial equity and reduce barriers to opportunity but, before beginning construction of the Project, will take relevant actions described in schedule B. (Identify the relevant actions from schedule B in the supporting narrative below.) The Recipient has not taken actions related to the Project to improve racial equity and reduce barriers to opportunity and will not take those actions under this award.
81 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

26 of 31

2. Supporting Narrative.

The project aligns with and incorporates the work of its Race, Equity, and Inclusion (REI) Working Group and the Engage, Empower, Implement (EEI) program. The REI Working Group is made up of local elected officials from the SACOG Board and external members from public agencies, CBOs, and other organizations invested in improving equity outcomes in the Sacramento region to guide participating jurisdictions in deploying equitable and justice-based planning practices that can transform community- identified issues and ideas into implementable projects.

3. Community Engagement Activities.

The project will establish a CBO Working Group that will enable each participating jurisdiction to tap into CBO’s local expertise to foster inclusive outreach and engagement to inform its planning effort.

4. Activities to Safeguard Affordability.

The Community Based Organization Working Group will provide community revitalization and other place-based strategies that enhance community vitality for existing residents. The work also ensures representation from underserved groups has shaped the vision for the area.
82 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

27 of 31

SCHEDULE J

LABOR AND WORKFORCE

1. Efforts to Support Good-Paying Jobs and Strong Labor Standards The Recipient states that rows marked with “X” in the following table are accurate:
x The Project is a planning project. (Identify in the narrative below the extent to which, if any, the planning project incorporates consideration of good-paying jobs and strong labor standards.)
The Recipient or a project partner has adopted the use of project labor agreements in the overall delivery and implementation of the Project. (Identify the relevant agreements and describe the scope of activities they cover in the supporting narrative below.)
The Recipient or a project partner has adopted the use of local and economic hiring preferences in the overall delivery and implementation of the Project, subject to all applicable State and local laws, policies, and procedures. (Describe the relevant provisions in the supporting narrative below.) The Recipient or a project partner has adopted the use of registered apprenticeships in the overall delivery and implementation of the Project. (Describe the use of registered apprenticeship in the supporting narrative below.)
The Recipient or a project partner will provide training and placement programs for underrepresented workers in the overall delivery and implementation of the Project. (Describe the training programs in the supporting narrative below.)
The Recipient or a project partner will support free and fair choice to join a union in the overall delivery and implementation of the Project by investing in workforce development services offered by labor-management training partnerships or setting expectations for contractors to develop labor-management training programs. (Describe the workforce development services offered by labor-management training partnerships in the supporting narrative below.) The Recipient or a project partner will provide supportive services and cash assistance to address systemic barriers to employment to be able to participate and thrive in training and employment, including childcare, emergency cash assistance for items such as tools, work clothing, application fees and other costs of apprenticeship or required pre-employment training, transportation and travel to training and work sites, and services aimed at helping to retain underrepresented groups like mentoring, support groups, and peer networking. (Describe the supportive services and/or cash assistance provided to trainees and employees in the supporting narrative below.)
The Recipient or a project partner has documented agreements or ordinances in place to hire from certain workforce programs that serve underrepresented groups. (Identify the relevant agreements and describe the scope of activities they cover in the supporting narrative below.)
83 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

28 of 31
The Recipient or a project partner participates in a State/Regional/Local comprehensive plan to promote equal opportunity, including removing barriers to hire and preventing harassment on work sites, and that plan demonstrates action to create an inclusive environment with a commitment to equal opportunity, including:
a. affirmative efforts to remove barriers to equal employment opportunity above and beyond complying with Federal law; b. proactive partnerships with the U.S. Department of Labor’s Office of Federal Contract Compliance Programs to promote compliance with EO 11246 Equal Employment Opportunity requirements; c. no discriminatory use of criminal background screens and affirmative steps to recruit and include those with former justice involvement, in accordance with the Fair Chance Act and equal opportunity requirements;
d. efforts to prevent harassment based on race, color, religion, sex, sexual orientation, gender identity, and national origin; e. training on anti-harassment and third-party reporting procedures covering employees and contractors; and
f. maintaining robust anti-retaliation measures covering employees and contractors.
(Describe the equal opportunity plan in the supporting narrative below.) The Recipient has taken other actions related to the Project to create good- paying jobs with the free and fair choice to join a union and incorporate strong labor standards. (Describe those actions in the supporting narrative below.) The Recipient has not yet taken actions related to the Project to create good- paying jobs with the free and fair choice to join a union and incorporate strong labor standards but, before beginning construction of the Project, will take relevant actions described in schedule B. (Identify the relevant actions from schedule B in the supporting narrative below.)
The Recipient has not taken actions related to the Project to improving good- paying jobs and strong labor standards and will not take those actions under this award.

2. Supporting Narrative.

The project includes a workforce development task that will collaborate with educators, employers, labor and a diverse array of workforce development partners to establish clear pathways for local jobseekers to obtain high quality jobs in design, engineering, construction and the trades.
84 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

29 of 31

RECIPIENT SIGNATURE PAGE
The
Recipient, intending to be legally bound, is signing this agreement on the date stated opposite that party’s signature.

California Department of Transportation]
Date
By:

Signature of Recipient’s Authorized Representative
Dee Lam
Name
Chief, Division of Local Assistance
Title
11/21/2024
85 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

30 of 31

DESIGNATED SUBRECIPIENT SIGNATURE PAGE
The
Designated Subrecipient, intending to be legally bound, is signing this agreement on the date stated opposite that party’s signature.

Sacramento Area Council of Governments
Date
By:

Signature of Designated Subrecipient’s Authorized
Representative
James Corless
Executive Director, Sacramento Area Council of
Governments
11/21/2024
86 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

31 of 31

USDOT SIGNATURE PAGE
Th
e USDOT, intending to be legally bound, is signing this agreement on the date stated opposite that party’s signature.

United States Department of Transportation
Date
By:

Signature of USDOT’s Authorized Representative
Elissa Konove
Name
FHWA California Division Administrator
Title
87 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100

EXHIBIT D

QUARTERLY PROGRESS REPORT

District/Quarter: District 3 / Quarter: ____
District Grant Manager:

Project Title:

Grant Applicant:

Grant Program & FY:

Date funds were encumbered:

Project End Date:

Grant Funds Local Match
Estimated % of
Project Completed
to Date
% of Total
Amount Expended
to Date
Total Authorized $ $
____% ___% Funds Expended to Date: $ $
Balance Available: $ $

1. Project status/general comments this quarter (progress, problems encountered, etc.)

2. Identify Community-Based Organizations involved in the project this quarter.

3. Discussion/evaluation of public participation efforts this quarter.

4. List of documents/materials forwarded to HQ this quarter (contacts, agreements, final reports, etc.) Prepared by:

Signature Date:

Printed Name
Job Title
Subrecipient
Email/Phone
88 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100

EXHIBIT E
89 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100

EXHIBIT F

FAIR EMPLOYMENT PRACTICES ADDENDUM

1. In
the performance of this Agreement, ADMINISTERING AGENCY will not discriminate against any employee for employment because of race, color, sex, sexual orientation, religion, ancestry or national origin, physical disability, medical condition, marital sta tus, political affiliation, family and medical care, pregnancy leave, or disability leave. ADMINISTRATION AGENCY will take affirmative action to ensure that employees are treated during employment without regard to their race, sex, sexual orientation, color, religion, ancestry or national origin, physical disability, medical condition, marital status, political affiliation, family and medical care leave, pregnancy leave, or disability leave. Such action shall include, but not be limited to, the following: employment; upgrading; demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. ADMINISTERING AGENCY shall post in conspicuous places, available to employees for employment, notices to be provided by STATE setting forth the provisions of this Fair Employment section.

2. AD
MINISTRATING AGENCY, its contractor(s) and all subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.), and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900(a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full. Each of the ADMINISTERING AGENCY’s contractors and all subcontractor shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreements, as appropriate.

3. AD
MINISTERING AGENCY shall include the nondiscrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under this AGREEMENT.

4. AD
MINISTERING AGENCY will permit access to the records of employment, employment advertisements, application forms, and other pertinent data and records by STATE, the State Fair Employment and Housing Commission, or any other agency of the State of California designated by STATE, for purposes of investigation to ascertain compliance with the Fair Employment section of this AGREEMENT.

5. Re
medies for Willful Violation:
(a) S
TATE may determine a willful violation of the Fair Employment provision to have occurred upon receipt of a final judgment to that effect from a court in an action to which ADMINISTERING AGENCY was a party or upon receipt of a written notice from the Fair Employment and Housing Commission that it has investigated and determined that ADMINISTERING AGENCY has violated the Fair Employment Practices Act and had issued an order under Labor Code Section 1426 which has become final or has obtained an injunction under Labor Code Section 1429. (b) For willful violation of this Fair Employment provision, STATE shall have the right to terminate this AGREEMENT either in whole or in part, and any loss or damage sustained by STATE in securing the goods or services thereunder shall be borne and paid for by ADMINISTERING AGENCY and by the surety under the performance bond, if any, and STATE may deduct from any monies due or thereafter may become due to ADMINISTERING AGENCY, the difference between the price named in the Agreement and the actual cost thereof to STATE to cure ADMINISTERING AGENCY’s breach of this Agreement.
90 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100

EXHIBIT G

NONDISCRIMINATION ASSURANCES
AD
MINISTERING AGENCY HEREBY AGREES THAT, a condition to receiving any Federal financial assistance from the STATE, acting for the U.S. Department of Transportation, it will comply with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d- 42, U.S.C. 2000d -4 (hereinafter referred to as the ACT), and all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964” (hereinafter referred to as the REGULATIONS), the Federally-aid Highway Act of 1973, and other pertinent directives, to and that in accordance with the ACT, REGULATIONS, and other pertinent directives, no person in the United States shall, on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which ADMINISTERING AGENCY receives federal financial assistance from the Federal Department of Transportation, ADMINESTERING AGENCY HEREBY GIVES ASSURANCES THAT ADMINESTERING AGENCY will promptly take any measures necessary to effectuate this AGREEMENT. This Assurance is required by subsection 21.7(a)(1) of the REGULATIONS.

Mor
e specifically, and without limiting the above general assurance, ADMINISTERING AGENCY hereby gives the following specific assurances with respect to the Federal-Assisted Program:

1. That
ADMINISTERING AGENCY agrees that each ‘program” and each “facility” as defined in subsection 21.23 (e) and 21.23 (b) of the REGULATIONS, will be (with regard to a “program”) conducted, or will be (with regard to a “facility”) operated in compliance with all requirements imposed by, or pursuant to, the REGULATIONS.

2. Th
at ADMINISTERING AGENCY shall insert the following notification in all solicitations for bids for work or material subject to the REGULATIONS made in connection with the Federal-Assisted Program and, in adapted form, in all proposals for negotiated agreements:

AD
MINISTERING AGENCY hereby notifies all bidders that it will affirmatively insure that in any agreement entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, sex, national origin, religion, age, or disability in consideration for an award.

3. That
ADMINISTERING AGENCY shall insert the clauses of Appendix A of this Assurance in every agreement subject to the ACT and the REGULATIONS.

4. That
the clauses of Appendix B of this Assurance shall be included a s covenant running with the land, in any deed affecting a transfer of real property, structures, or improvements thereon, or interest therein.

5. That
where ADMINISTERING AGENCY receives federal finance assistance to construct a facility, or part of a facility, the Assurance shall extend to the entire facility and facilities operated in connection therewith.

6. That
where ADMINISTERING AGENCY receives federal financial assistance in the form, or for the acquisition, of real property or an interest in real property, the Assurance shall extend to rights to space on, over, or under such property.
91 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100

7. That A
DMINISTERING AGENCY shall include the appropriate clauses set forth in Appendix C and D of the Assurance, as a covenant running with the land, in any future deeds, leases, permits, licenses, and similar agreements entered into by the ADMINISTERING AGENCY with other parties:

Appendi
x C:
(a) for the subsequent transfer of real property acquired or improved under the federal-aid Program; and Appendi
x D:
(b) for the construction or use of or access to space on, over, or under real property acquired, or improved under the federal-aid Program.

8. That
this Assurance obligates ADMINISTERING AGENCY for the period during which federal financing assistance is extended to the program, except where the federal financial assistance is to provide, or is in the form of personal property or real property or interest therein, or structures, or improvements thereon, in which case the Assurance obligates ADMINSTERING AGENCY or any transferee for the longer of the following periods:
(a) the period during which the property is used for a purpose for which the federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which ADMINISTERING AGENCY retains ownership or possession of the property.

9. The
ADMINISTERING AGENCY shall provide for such methods of administration for the program as are found by the U.S. Secretary of Transportation, or the official to whom he/she delegates specific authority, to give reasonable guarantee that ADMINISTERING AGENCY, other recipients, sub-grantees, applicants, sub-applicants, transferees, successors in interest, and other participants of federal financial assistance under such program will comply with all requirements imposed by, or pursuant to, the ACT, the REGULATIONS, this Assurance and the AGREEMENT.

10. That
ADMINISTERING AGENCY agrees that the United States and the State of California have a right to seek judicial enforcement with regard to any matter arising under the ACT, the REGULATIONS, and this Assurance.

11. AD
MINISTERING AGENCY shall not discriminate on the basis of race, religion, age, disability, color, national origin or sex in the award and performance of any STATE -assisted contract or in the administration on its DBE Program or the requirement of 49 CFR Part 26. ADMINISTERING AGENCY shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of STATE - assisted contracts. ADMINISTERING AGENCY’s DBE Race-Neutral Implementation Agreement is incorporated by reference in this AGREEMENT. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to the recipient of its failure to carry out is approved DBE Race-Neutral Implementation Agreement, STATE may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases refer the matter for enforcement under 18 U.S.C 1001 and/or the Program Fraud Civil Remedies Act of 1985 (31 U.S.C. 3801 et seq.).

TH
ESE ASSURANCES are given in consideration of and for the purpose of obtaining any and all federal grants, loans, agreements, property, discounts or other federal financial assistance extended after the date hereof to ADMINISTERING AGENCY by STATE, acting for the U.S. Department of Transportation, and is binding on ADMINISTERING AGENCY, other recipients, subgrantees, applicants, sub-applicants, transferees, successors in interest and other participants in the federal-aid Highway Program.

APPEN
DIX 1 TO EXHIBIT G
During the performance of this Agreement, ADMINISTERING AGENCY, for itself, its assignees and successors in 92 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100
intere
st (hereinafter collectively referred to as ADMINISTERING AGENCY) agree as follows:

1. Com
pliance with Regulations: ADMINISTERING AGENCY shall comply with the REGULATIONS relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the REGULATIONS), which are incorporated by reference and made a part of this Agreement.

2. No
ndiscrimination: ADMINISTERING AGENCY, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the se4lectino and retention of sub-applicants, including procurements of materials and leases of equipment. ADMINISTERING AGENCY shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREE MENT covers a program set forth in Appendix B of the REGULATIONS.

3. Sol
icitations for Sub -agreements, including Procurements of Materials and Equipment : In all solicitations either by competitive bidding or negotiation made by ADMINISTERING AGENCY for work to be performed under a Sub- agreement, including procurements or materials or leases of equipment, each potential sub- applicant or supplier shall be notified by ADMINISTERING AGENCY of the ADMINISTERING AGENCY’s obligations under this AGREEMENT and the REGULATION relative to nondiscrimination on the grounds of race, color, or national origin.

4. Inf
ormation and Reports: ADMINISTERING AGENCY shall provide all information and reports required by the REGULATIONS, or directives issued pursuant thereto, and shall permit access to ADMINISTERING AGENCY’s books, records, accounts, other sources of information, and its facilities as may be determined by STATE or FHWA to in pertinent to ascertain compliance with such REGULATIONS or directives. Where any information required of ADMINISTERING AGENCY as in the exclusive possession of another who fails or refuses to furnish this inf ormation, ADMINISTERING AGENCY shall so certify to STATE or the FHWA as appropriate, and shall set forth what efforts ADMINISTERING AGENCY has made to obtain the information.

5. Sanc
tions for Noncompliance: In the event of ADMINISTERING AGENCY’s noncompliance with the nondiscrimination provisions of this AGREEMENT, STATE shall impose such AGREEMENT sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:
(a) withholding of payments to ADMINISTERING AGENCY under the AGREEMENT within a reasonable period of time, not to exceed ninety (90) days; and/or
(b) cancellation, termination or suspension of the AGREEMENT, in whole or in part.

6. Inc
orporation of Provision: ADMINISTERING AGENCY shall include the provisions of paragraphs 1 through 6 in every sub-agreement, including procurements of materials and leases of equipment unless exempt by the REGULATIONS or directives issues pursuant thereto. ADMINISTERING AGENCY shall take such action with respect to any sub-agreement or procurement as STATE or FHWA may direct as a means of enforcing such provisions, including sanctions for noncompliance provided; however, that, in the event ADMINISTE RING AGENCY becomes involved in, or is threatened with, litigation with a sub- applicant or supplier as a result of such direction, ADMINISTERING AGENCY may request STATE enter into such litigation to protect the interests of the STATE, and, in addition, ADMINSTERING AGENCY may request the United States to enter into such litigation to protect the interests of the United States.

93 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100

APPENDI
X 2 TO EXHIBIT G
The following clauses shall be included in any and all deeds affecting or recording the transfer of PROJECT real property; structures or improvements thereon, or interest therein from the United States. (GRA

NTING CLAUSE)
NOT, THEREFORE, the U.S. Department of Transportation, as authorized by law, and upon the condition that ADMINISTERING AGENCY will accept title to the lands and maintain the Project constructed thereon, in accordance with Title 23, United States Code, the Regulations for the Administration of Federal -aid for Highways and the policies and procedures prescribed by the Federal Highway Administration of the Department of Transportation and, also in accordance with, and in compliance with, Regulations pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. 2000d to 2000d-4), does hereby remiss, release, quitclaim and convey unto the ADMINISTERING AGENCY all the right, title, and interest of the U.S. Department of Transportation in, and to, said and described in Exhibit A attached hereto and made a part hereof.
(H

ABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto ADMINISTERING AGENCY and its successors forever, subject; however, to the covenant, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and shall be binding on ADMINISTERING AGENCY, its successors and assigns.

AD
MINISTERING AGENCY, in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land to itself, its successors and assigns.

1. That no person shall on the grounds of race, color, sex, national origin, religion, age or disability, be excluded from participation in, be denied the benefits of, or otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereto conveyed(:) (and) 1 2. That
ADMINISTERING AGENCY shall use the lands and interests in lands so conveyed, in compliance with all requirements by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in federally-assisted programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended (;) and

3. That in the event of breach of any of the above- mentioned nondiscrimination conditions, the U.S.

Department of Transportation shall have a right to re-enter said lands and facilities on said land, and the above-described land and facilities shall thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this deed2.

APPENDIX 3 TO EXHIBIT G
The following clauses shall be included in any and all deeds, licenses, leases, permits, or similar instruments entered into by ADMINISTERING AGENCY.

The g
rantee (licensee, lessee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add “as covenant running with the land) that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, permittee, etc.), shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, 94 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100
Code of F
ederal Regulations, U.S. Department of Transportation, Subtitle A, Office of Secretary, Part 21, Nondiscrimination in federally-assisted programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. (I
nclude in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING AGENCY shall have the right to terminate the (license, lease, permit, etc.) and to re- enter and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit, etc.) had never been made or issued. (I
nclude in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING AGENCY shall have the right to re- enter said land and facilities thereon, and the above -described lands and facilities shall thereupon revert to and vest in and become the absolute property of ADMINISTERING AGENCY and its assigns.

APPENDIX 4 TO EXHIBIT G
The following shall be included in all deeds, licenses, leases, permits, or similar agreements extended into by the ADMINISTRATING AGENCY.

The
grantee (licensee, lessee, permittee, etc., as appropriate) for himself/herself, his/her personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds, and leases add “as a covenant running with the land”) that:

1. No person on the ground of race, color, sex, national origin, religion, age or disability, shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in the use of said facilities;

2. That
in construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the ground of race, color, sex, national origin, religion, age or disability, shall be excluded from participation in, denied benefits of, or otherwise be subjected to discrimination; and

3. That the (grantee, licensee, permittee, etc.), shall use the premises in compliance with the Regulations.
(I
nclude in licenses, leases, permits, etc.)*
That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING AGENCY shall have the right to terminate the (license, lease, permit, etc.), and to re- enter and repossess said land and the facilities thereon, and hold the same as if said (license, lease, permit, etc.), had never been made or issued. (I
nclude in deeds)*
That in the event of breach of any of the above nondiscrimination covenants, ADMINISTERING AGENCY shall have the right to re- enter said land and facilities thereon, and the above- described lands and facilities shall thereupon revert to and vest in and become the absolute property of ADMINISTERING AGENCY, and its assigns.
95 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100

EXHIBIT H

REQUIRED SUPPORTING DOCUMENTATION FOR INVOICES
Type of Expense Required Documentation for Invoices
Labor Costs
Approved timesheets and/or
itemized financial/payroll system
report providing:
a. Names
b. Dates
c. Hours worked toward specific tasks/deliverables
d. Hourly rate
e. Benefits
f. Overhead
Indirect/Overhead Charge a. Approval of indirect rate from cognizant agency (Exhibit 10-K or Approval Letter from cognizant agency)
Proof of Payment a. Copy of cancelled check showing proof of cleared payment Meeting Related Expenses
Typically not eligible for grant
reimbursement unless obtained
prior approval and included in
budget/SOW.
a. Purpose of meeting
b. Agenda
c. List of attendees
Other Expenses a. Detailed receipts
Disadvantage Business
Enterprises (DBE)
a. DBE Report forms ADM 0227F
b. ADM 3069 if Agreement includes a DBE Participation Goal.

In-Kind/Match a. If staff time is used for match, follow "Labor Costs" documentation requirements.
b. If other costs are used, follow the rules for other types of expenses and provide details on procurement process used. To be allowable for match, any costs incurred must have been procured following same rules SACOG is subject to, based on type of grant funding.
c. If providing actual funds, identify what type of funds are being provided (local, state, federal, federal aid) and/or source of funds (granting agency).

Travel Costs
Mileage a. Date
b. Miles driven
c. Addresses traveled from and to
d. Purpose of travel
e. Map preferred
Meals, Incidentals,
Transportation & Lodging
a. Itemized receipts for all meals/incidentals. Will only be reimbursed up to state per diem rates or GSA rates.
b. If any charges are for more than one person, names of all parties and purpose of charge must be provided.
96 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

Contract #: CT250026
Funding Source: Reconnecting Communities & Neighborhoods Program (RCN) Account Set: SAC239-PASS THROUGH-DOT-G100

EXHIBIT I

DISADVANTAGED BUSINESS ENTERPRISE INFORMATION FORM
Background
“Disadvantaged Business Enterprise” or “DBE” means a for -profit small business as defined in Title 49, Part 26.5, Code of Federal Regulations (CFR). It is the policy of SACOG, Caltrans, and the US DOT that DBEs have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal transportation funds.

Requirements and Purpose of Form
The awardee shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Even if no DBE participation will be reported, the awardee shall check the “No DBE Participation” option below (Option #1), and sign and return this form.

Resources
The California Unified Certification Program (CUCP) may be used for DBE certification and to identify firms eligible to participate as DBE’s. The CUCP database may be accessed on-line at http://www.californiaucp.com If you believe a firm is certified but cannot locate it in the CUCP database, you may contact the Caltrans Office of Certification toll free number 1-866-810-6346 for assistance.

DBE/UDBE Participation Information
X Option #1
No Certified DBE participation proposed.
___ Option #2
The following DBE(s) will be used:
**Attach additional pages if necessary
Name of Certified DBE: Not Applicable DBE #:

DBE Address: Phone:

Email:

Capacity: ___ Contractor ___Subcontractor $ Amount:

Annual Gross Receipts:
____Less than $500,000
____$500,000-$1 million
____$1 million-$2 million
____$2 million-$5 million
____Over $5 million
Race/Ethnicity/Gender:
____Asian Pacific
____Black
____Native American
____Asian Subcontinent
____Caucasian
____Woman
Description of Services
Submitted by:

Signature Date:

Printed Name
Job Title
Subrecipient
Email/Phone
97 ATTACHMENT 2
Contract No. 2025-47
ITEM 9.5.

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 9.6.

DATE: March 17, 2025

TO: Honorable Mayor and Council Members

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

SUBJECT: A RESOLUTION TO APPROVE THE APPOINTMENT OF THE CITY

OF RANCHO CORDOVA AND GOLDEN STATE WATER COMPANY

REPRESENTATIVES TO THE GOVERNING BOARD OF THE

SACRAMENTO CENTRAL GROUNDWATER AUTHORITY

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would appoint City and Golden State Water Company representatives to the Sacramento Central Groundwater Authority (SCGA) Board of Directors.

BACKGROUND

On August 7, 2006, the City Council authorized the creation of the Sacramento Central Groundwater Authority (SCGA) through execution of a Joint Powers Agreement (JPA) with the Cities of Elk Grove, Folsom, Sacramento, and the County of Sacramento. The purpose of the SCGA is to:
• Maintain the long-term sustainable yield of the Central Groundwater Basin • Manage the use of groundwater in the Central Groundwater Basin • Coordinate efforts among those entities represented on the governing board of the SCGA to devise and implement strategies to safeguard groundwater quality • Work collaboratively with other entities to promote coordination of water policies and activities throughout the region

The JPA was first amended in 2017 to allow the Florin Resources Conservation District/Elk Grove Water Service, the Omochumne-Hartnell Water District, and the Rancho Murieta Community Services District to appoint a designated employee to the SCGA Governing Board.

The JPA was amended for the second time in 2021 to incorporate the adjustment of SCGA’s boundaries, change in governing board membership based on the boundary adjustments, modify its governing board membership eligibility criteria, and update technical definitions.

As outlined in the JPA, City of Rancho Cordova staff and Golden State Water representatives

City Council Staff Report - Page 2 of 2

are appointed by the Rancho Cordova City Council to the SCGA Board. Staff recommends that Council appoint the following members and alternates to the SCGA Board:

Organization Nominees and Alternates City of Rancho Cordova Albert Stricker, Public Works Director Dalia Fadl, Principal Engineer (alt)
Golden State Water Company Sean Twilla, General Manager, Northern District Paul Schubert, General Manager, Utility Solutions Team
(alt)

FISCAL IMPACT AND FUNDING SOURCE

The appointment of representatives to the Governing Board of the SCGA will have no fiscal impacts to the City's General Fund.

ATTACHMENT(S)

1. Resolution

ITEM 9.6. ATTACHMENT 1
Resolution No. XX-2025 Page 1 of 2

CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2025

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

OF CALIFORNIA, APPROVING THE APPOINTMENTS OF THE CITY OF RANCHO

CORDOVA AND GOLDEN STATE WATER COMPANY REPRESENTATIVES TO THE

GOVERNING BOARD OF THE

SACRAMENTO CENTRAL GROUNDWATER AUTHORITY
WHEREAS, on August 7, 2006, City Council authorized the creation of the Sacramento Central Groundwater Authority (SCGA) through execution of a Joint Powers Agreement (JPA) with the Cities of Elk Grove, Folsom, Rancho Cordova, Sacramento and the County of Sacramento; and
WHEREAS, one of the primary purposes of the JPA is to maintain the sustainable yield of the Central Groundwater Basin; and
WHEREAS, the Cities and County will make appointments to the Governing Board of the SCGA as set forth in the JPA; and
WHEREAS, the members of the governing board serve four-year terms and are subject to reappointment; and
WHEREAS, the Golden State Water Company representative shall be appointed by the Rancho Cordova City Council as set forth in the JPA.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does appoint the following individuals to serve on the Sacramento Central Groundwater Authority Governing Board.

Organization Nominees and Alternates
City of Rancho CordovaAlbert Stricker, Public Works Director Dalia Fadl, Senior Civil Engineer (alt)
Golden State Water CompanySean Twilla, General Manager, Northern District Paul Schubert, General Manager, Utility Solutions Team (alt) PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 17th day of March 2025 by the following vote:

AYES:

NOES:

ABSENT:

ITEM 9.6. ATTACHMENT 1
Resolution No. XX-2025 Page 2 of 2
ABSTAIN:

ATTEST:

Siri Pulipati, Mayor
Stacy Leitner, CMC
City Clerk

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 9.7.

DATE: March 17, 2025

TO: Honorable Mayor and Council Members

FROM: Rob Nunley, Information Technology Manager
Rita Gass, Chief Technology & Innovation Officer

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2025-34 WITH KONICA MINOLTA BUSINESS
SOLUTIONS IN AN AMOUNT NOT TO EXCEED $381,012 FOR

ONBASE DOCUMENT MANAGEMENT SUBSCRIPTION SERVICES

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to renew the contract with Konica Minolta.

BACKGROUND

The City of Rancho Cordova has been utilizing Hyland Software's OnBase document management system for six years. This system is essential for the storage and retrieval of official City records, including current and historical scanned and electronically produced documents from various departments. The OnBase system has proven to be a reliable and efficient solution for managing documents and ensuring compliance with record-keeping requirements. Renewing the maintenance and support contract will ensure that we continue to benefit from these capabilities without interruption.

The City will continue its relationship with the Value-Added Reseller (VAR) Konica Minolta Business Solutions to support the OnBase system. Konica Minolta has been a trusted partner in providing additional support and services, ensuring the smooth operation of our document management system.

FISCAL IMPACT AND FUNDING SOURCE

The agreement is established in an amount not to exceed $381,012 over the course of the next three years and will be funded by the City's General Fund. The annual amount of this renewal is included in the Information Technology budget.

ATTACHMENT(S)

1. Resolution

2. Konica Minolta Master Agreement

City Council Staff Report - Page 2 of 2

3. OnBase Software as a Services Subscription Quote

ITEM 9.7. ATTACHMENT 1 Resolution No. XX-2025 Page 1 of 1

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2025

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2025-34 WITH KONICA MINOLTA BUSINESS SOLUTIONS IN AN AMOUNT NOT TO EXCEED $381,012 FOR ONBASE DOCUMENT MANAGEMENT SERVICES

WHEREAS, the City has been utilizing Hyland Software's OnBase document management system for the past six years; and

WHEREAS, the system is essential for the storage and retrieval of official City records; and

WHEREAS, the system has proven to be a reliable and efficient solution for managing documents and ensuring compliance with record-keeping requirements; and WHEREAS, the City will continue its relationship with Konica Minolta to support the OnBase software.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does hereby authorize the City Manager to execute Contract No. 2025-34 with Konica Minolta Business Solutions in an amount not to exceed $381,012 renewing support for the OnBase document management system, in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 17th day of March 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Siri Pulipati, Mayor

Stacy Leitner, CMC
City Clerk

~
~
l<ONICA MINOLTA
North America Master Agreement
between

CITY OF RANCHO CORDOVA
2729 Prospect Park Drive, Rancho Cordova, California 95670 ("CI ient")
and
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC.
100 Williams Drive, Ramsey, New Jersey 07446
("Konica Minolta")
ITEM 9.7.

ATTACHMENT 2

This North America Master Agreement ("Agreement") is made and entered as of March 6, 2025 ("Effective Date") by and between Client and Konica Minolta. Each is a "Party" and together are the "Parties" to this Agreement.

WHEREAS, Konica Minolta is a North American technology company that offers a comprehensive portfolio of Products, Services and solutions to clients; and WHEREAS, Client has chosen Konica Minolta to be its supplier for the Products and Services offered under this Agreement; and
WHEREAS, the Parties now set forth the terms and conditions that will govern the acquisition and use of the Products and Services.

NOW THEREFORE, in consideration of the promises and undertakings hereinafter set forth, the Parties hereby agree as follows:

1. SCOPE

1.1 This Agreement sets forth the terms and conditions pursuant to which the Parties agree to engage one another in the United States only. This Agreement establishes the sale of Products and the provision of Services by Konica Minolta or one of its Affiliates. Konica Minolta may extend the terms of this Agreement to any or all of Client's Affiliates outside of the United States. Should Client wish to purchase Products and related Services outside of the United States, the respective Konica Minolta entity or Affiliate in that respective country may offer Supplements for the acquisition of such Products and related Services. Client and the Konica Minolta entity or Affiliate in the respective country agree to honor the terms of this Agreement and the Supplements as may be agreed to from time to time as if they were named herein as a party hereto.

1.2 The following Exhibits are incorporated herein and form a part of this Agreement:
• Exhibit 1 Intelligent Information Management Supplement

2. DEFINITIONS
"Affiliate": any legal entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control by a Party.
"Device": multifunctional devices, printers and other information technology hardware, peripherals, accessories and options supplied or serviced by Konica Minolta.

ITEM 9.7.

ATTACHMENT 2

"Order", "Statement of Work" or "SOW': a transactional document entered into by and between Client and Konica Minolta by which the Client procures Products and Services from Konica Minolta pursuant to the terms of this Agreement and the applicable Supplement. "Product(s)": Device and Software.
"Service(s)": professional and maintenance services provided by Konica Minolta as further described in the Exhibits attached hereto or subsequently agreed to in a Supplement or Statement of Work. "Software": programs, procedures and related documentation associated with a computer system as further defined in Section 9 of this Agreement.
"Supplement": (i) an Exhibit attached hereto and incorporated herein that adds to or modifies the terms of this Agreement to allow for operational and legal differences for the provision of certain Products and Services under this Agreement, (ii) an Exhibit attached hereto and incorporated herein that adds to or modifies the terms of this Agreement to allow for operational and legal differences for Client and the Konica Minolta entity or Affiliate in a country outside of the United States to engage with one another under this Agreement, or (iii) a contract between Client and the Konica Minolta entity or Affiliate in a country outside of the United States that extends the terms of this Agreement to their country and adds to or modifies the terms of this Agreement to allow for operational and legal differences in their country.

The terms of a Supplement control over the terms of this Agreement. A Supplement only applies to Client and the Konica Minolta entity or Affiliate operating ir:, the country listed therein .. '. \

3. TERM
This Agreement comes into effect on the Effective Date and continues for three (3) years.

Thereafter, this Agreement will automatically renew for the shorter of (i) successive twelve (12) months periods or (ii) the longest period permitted by applicable law, unless and until either Party gives the other Party sixty (60) days' written notice of its intent to terminate this Agreement (unless sooner terminated pursuant to Section 6). The termination or expiration of this Agreement will have no impact on any then executed Orders or Statements of Work, which shall endure and be governed by this Agreement for their stated terms.

4. PRICING
The pricing for certain Products and Services offered hereunder is set forth in the attached Exhibits or in an Amendment to this Agreement. Konica Minolta may offer new Products under this Agreement at prices agreed to with Client. Additional Products and Services shall be priced as agreed to in a revised Price Catalog or Statement(s) of Work. Products will be new unless otherwise agreed to.

Konica Minolta may notify Client of any modification or addition to the Price Catalog by email. Client's affirmative response by email or subsequent purchase shall constitute acceptance of the modification, addition or changes and shall bind both Parties.

ITEM 9.7.

ATTACHMENT 2

5. INVOICING & PAYMENT

5.1 Konica Minolta offers a variety of invoicing options including country level fleet invoicing and invoicing through electronic invoice management services. Invoicing parameters may be established by Client and the Konica Minolta entity or Affiliate and may be a part of a Supplement or Statement of Work.

5.2 Payment is due within thirty (30) days from the date of the invoice. If Client fails to make any payment when due, Konica Minolta may: (i) refuse to continue to provide Services or additional Products and may enter Client's premises to recover any property or Products owned by Konica Minolta; (ii) convert the payment terms of this Agreement and/or any Statement of Work into a time, travel and material basis, with or without notice to Client, and proceed to furnish Service on a time, travel and material basis; and/or (iii) offset the amounts Client owes Konica Minolta against any amounts Konica Minolta may owe Client under any other agreement. If Client fails to make any payment when due pursuant to this Agreement, a Statement of Work, a Supplement and/or an Order, Client will be liable for any collection costs incurred by Konica Minolta along with a service charge of one and one-half percent (1.5%) per month of the total amount due or the maximum interest rate permitted by law, whichever is less. The use of an eProcurement solution, credit card, procurement card or similar payment device may incur additional fees. Title to Products shall remain in the name of Konica Minolta until full payment has been received.

5.3 Taxes: Prices are exclusive of all taxes. Client is liable for, and shall pay to Konica , · Minolta, all taxes· imposed on any transaction under this Agreement and respective Statement of Work, Supplement or Order. Taxes include, but are not limited to, sales, use, transactional, personal property and value added taxes. By signing this Agreement, Client acknowledges its liability to Konica Minolta for such taxes unless a properly completed exemption certificate is received by Konica Minolta prior to invoicing. I f an exemption certification is not received and Client disputes the tax charge, the Parties shall work together to resolve any issues. All tax disputes must be raised within ninety (90) days from . the date of the invoice. After the ninety (90) day period, the tax charge is considered final. If Client receives a withholding tax order from any taxing authority, it shall immediately contact the Tax Director at Konica Minolta and provide a copy of such order. If Client fails to notify the Tax Director at Konica Minolta and provide the tax order, the withholding amount shall be considered invalid and Client shall be liable to immediately reimburse Konica Minolta the amount withheld. If Client notifies the Tax Director at Konica Minolta, Client is obligated to supply the dollar amount of the amount withheld along with a copy of the check. If the dollar amount and check are not provided, the deduction for withholding tax is considered invalid. CLIENT HEREBY ACKNOWLEDGES AND CONFIRMS THAT IT HAS NOT RECEIVED ANY TAX, FINANCIAL, ACCOUNTING OR LEGAL ADVICE FROM KONICA MINOLTA.

6. DEFAULT

6.1 Any of the following shall constitute an event of default under this Agreement:
a. Any breach or failure of Client to make any payment required hereunder or under any Order when due, or the failure of Client to otherwise observe or perform any of its

ITEM 9.7.

ATTACHMENT 2

obligations, covenants or undertakings under this Agreement, an Order, a Statement of Work and/or a Supplement;
b. Any misrepresentation or breach of warranty or covenant by Client; and c. I f Client, or any guarantor of Client's obligations hereunder or under an Order and/or Statement of Work, becomes insolvent or makes an assignment for the benefit of creditors or a receiver, conservator or liquidator of Client, or all or a substantial part of its assets is appointed or a petition is filed by or against Client under the Bankruptcy Codes or under any other insolvency law.

6.2 No express or implied waiver by Konica Minolta of any event of default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent event of default. The failure, delay or waiver of any such right in the future and any single or partial exercise of any particular right by Konica Minolta shall not exhaust such rights or constitute a waiver of any other right provided herein.

6.3 In the event of default by Client, Konica Minolta may, in its sole and absolute discretion:
a. Charge Client interest on all payments due at a rate of up to eighteen percent (18%) per year from the date of default until paid, but no more than the maximum rate permitted by law; and/or
b. Refuse to continue to Service Devices under this Agreement or any other agreement between Client and Konica Minolta; and/or
c. Offset any amounts Client owes Konica Minolta against any amounts Konica Minolta may owe Client under any other agreement.

6.4 The prevailing Party in any action to enforce or defend its rights under this Agreement shall be entitled to reasonable attorneys' fees and costs from the other Party.

6.5 Either Party may terminate this Agreement for convenience with sixty (60) days' prior written notice.

6.6 If either Party breaches any of its obligations under this Agreement, the non-breaching Party must send the breaching Party written notice of the breach and demand that the breach be cured.

That notice shall also specify the nature of the breach with reasonable detail so that the breaching Party may cure the breach. Unless the breaching Party cures the breach (i.e., by taking at least those reasonable actions required by the notice) and notifies the non-breaching Party of the cure within thirty (30) business days from receipt of the non-breaching Party's notice, the non-breaching Party shall have the right to terminate the affected Services at any time after the thirty (30) business day period by giving notice of termination to the breaching Party. The termination shall be effective upon receipt of the termination notice by the breaching Party, but the termination shall not operate to extinguish or prejudice the other rights and remedies of the non-breaching Party with respect to the breach. However, if the breaching Party has cured the breach and given notice of the cure to the non-breaching Party before it receives the termination notice, the termination notice shall have no effect, and this Agreement shall remain in effect unless sooner terminated pursuant to this Section.

ITEM 9.7.

ATTACHMENT 2

7. WA RRANTY DISCLAIMER

KONICA MINOLTA WARRANTS THAT DEVICES MANUFACTURED BY KONICA MINOLTA, INC. OR ONE OF ITS AFFILIATES SHALL P ERFORM IN ACCORDANCE WITH THE

SPECIFICATIONS P UBLISHED BY KONICA MINOLTA (AVAILABLE ON KONICA MINOLTA'S WEBSITE AND AVAILABLE UPON REQUEST). KONICA MINOLTA WARRANTS THAT THE

SERVICES WILL BE P ERFORMED IN A P ROFESSIONAL MANNER IN ACCORDANCE WITH GENERALLY APPLICABLE INDUSTRY STANDARDS. KONICA MINOLTA MAKES NO OTHER

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED

TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT OR THE LIKE. KONICA MINOLTA'S SOLE LIABILITY (AND CLIENT'S EXCLUSIVE REMEDY) FOR ANY WARRANTY CLAIM SHALL BE FOR KONICA

MINOLTA TO REPAIR OR REPLACE A DEFECTIVE DEVICE OR RE-PERFORM ANY DEFICIENT

SERVICES, OR, IF KONICA MINOLTA IS UNABLE TO REMEDY SUCH DEFECT OR DEFICIENCY WITHIN THIRTY (30) DAYS, TO VOID THE INVOICE FOR THE DEFECTIVE DEVICE OR DEFICIENT SERVICES. KONICA MINOLTA SHALL HAVE NO OBLIGATION WITH RESPECT TO A WARRANTY CLAIM (I) IF NOTIFIED OF SUCH CLAIM MORE THAN THIRTY (30) DAYS AFTER DELIVERY OF THE

DEFECTIVE DEVICE OR PERFORMANCE OF THE DEFICIENT SERVICES OR (II) IF THE CLAIM IS

THE RESULT OF THE USE OF ANY THIRD PARTY DEVICE OR SOFTWARE, OR THE ACTIONS OF CLIENT OR A THIRD PARTY. CLIENT HAS SELECTED ALL DEVICES AND SERVICES BASED ON

ITS OWN JUDGMENT AND D ISCLAIMS ANY RELIANCE ON ANY STATEMENTS O R REPRESENTATIONS MADE BY KONICA MINOLTA. KONICA MINOLTA IS P ROVIDING THE DEVICES TO CLIENT "AS-IS".

8. LIMIT OF LIABILITY

THE PARTIES WAIVE THEIR RESPECTIVE RIGHTS TO SPECIAL, CONSEQUENTIAL,

EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION,

DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS

OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE), WHETHER IN

CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT

LIABILITY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF T HE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CLIENT'S PAYMENT OBLIGATIONS, GROSS NEGLIGENCE OR WILLFUL

MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT OR ANY

SUPPLEMENT, STATEMENT OF WORK OR ORDER SHALL NOT EXCEED THE TOTAL PAYMENTS

MADE BY THE CLIENT (INCLUDING A CLIENT OPERATING IN A COUNTRY OUTSIDE OF THE

UNITED STATES) TO THE RESPECTIVE KONICA MINOLTA ENTITY OR AFFILIATE OPERATING IN SUCH COUNTRY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

9. COMPUTER SOFTWARE

9.1 Firmware and operating system software (collectively, "Base Software"), software used to maintain the Device and/or diagnose its failures or substandard performance ("Diagnostic Software"),

ITEM 9.7.

ATTACHMENT 2

and software that allows Client to interact with the Device ("Application Software") are embedded in, reside on, or may be loaded onto the Device.

9.2 Title to the Diagnostic Software shall at all times remain solely with Konica Minolta, and Client agrees that its acquisition of the Device does not grant it a license or right to use the Diagnostic Software in any manner and that unless separately licensed by Konica Minolta to do so, Client will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so).

9.3 Konica Minolta grants Client a non-exclusive, non-sublicensable, and non-transferable limited license to use the Base Software and Application Software within the country where it is sold only on or with the Device with which (or within which) it was delivered. Client has no other rights to the Base Software or Application Software and, in particular, may not: (i) distribute, copy, modify, create derivatives of, decompile or reverse engineer such Software; (ii) activate any Software delivered with or within the Device in an inactivated state; or (iii) allow others to engage in the same or similar conduct.

Title to the Base Software and Application Software and all copyrights and other intellectual property rights in it shall at all times reside solely with Konica Minolta. Konica Minolta may terminate Client's license for any Base Software and Application Software (i) immediately if Client no longer uses or possesses the Device or (ii) upon the termination of any lease of the Device.

9.4 An Order, Statement of Work or Supplement may reference third party software, third party software licenses, database subscription rights or associated services (collectively, "Third Party Software") orthe Device subject to an Order, Statement of Work or'Supplement may include Third Party Software. Konica Minolta has no right, title or interest in the Third Party Software, Konica Minolta is not the purchaser or user of the Third Party Software and Konica Minolta shall not be shown as the owner, purchaser or user thereof for any tax reports, returns or any other reason. Client is responsible for entering into any license and/or other agreement (each, a "Third Party Software License") required by the applicable Third Party Software Supplier or Third Party Software Licensor who may be identified on the applicable Order, Statement of Work or Supplement no later than the commencement date of such Order, Statement of Work or Supplement, and Client will fully comply with such Third Party Software License, if any, throughout the applicable term. Client acknowledges that Konica Minolta is not the owner, developer, designer or licensor of the Third Party Software. The Base Software, Diagnostic Software, Application Software and Third Party Software are collectively referred to in this Agreement as the "Software."

9.5 Notwithstanding any other terms and conditions of this Agreement, Client agrees that as to Software only, Client has selected such Software and, in accordance with Section 7, KONICA

MINOLTA MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING AND ANYTHING TO THE CONTRARY

CONTAINED IN THIS AGREEMENT, KONICA MINOLTA SHALL HAVE NO LIABILITY WHATSOEVER

FOR ANY FAILURE TO FUNCTION OR ANY OTHER FAILURE CAUSED BY CLIENT, NON-KONICA MINOLTA THIRD PARTIES, AND/OR CAUSED BY A FORCE MAJEURE EVENT.

ITEM 9.7.

ATTACHMENT 2

10. DATA PROTECTION

10.1 Both Parties agree to comply with all applicable laws and regulations on data protection and privacy. Client consents to its contact details being shared with Konica Minolta's Affiliates, including Affiliates in other jurisdictions. As used in this Agreement, "contact details" means: the name of the point of contact, position in the company, company address, e-mail address, and telephone number. Client agrees that it is solely responsible for obtaining the express consent of the individuals concerned or otherwise establishing a legal basis to Process (as hereafter defined) any Personal Data.

10.2 Client represents and warrants that it will not send Konica Minolta any Personal Data to Process unless it first sends Konica Minolta written notice of the Personal Data it wants Konica Minolta to Process, detailed instructions on how Konica Minolta is to Process the Personal Data, and executes Konica Minolta's Data Processing Agreement. As used in this Agreement, "Personal Data" and "Process" shall have the meanings given to them by the EU General Data Protection Regulation. Client agrees to indemnify, defend, and hold Konica Minolta harmless from any damages it may incur as a result of Client's breach of this Section.

11. BUSINESS PURPOSE
Client represents and warrants that the Products acquired under this Agreement will be used for business purposes only. Client also represents and warrants that Products will be used directly by Client and will not be made available for resale without the express written consent of Konica Minolta.

12. SELLER'S AGENTS
Client understands that no agent, employee, or representative of Konica Minolta has any authority to bind Konica Minolta to any affirmation, promise, representation, or warranty concerning any of the Products, and Client represents and warrants that it has not relied on any such affirmation, promise, representation, or warranty in entering into this Agreement or selecting any of the Products. Unless an affirmation, promise, representation, or warranty is specifically set forth in this Agreement, it does not form a basis of this bargain and shall not be enforceable against Konica Minolta.

13. NOTICE
All notices required to be given under this Agreement shall be in writing sent by electronic mail or reliable courier to the Parties as follows:

If to Client: If to Konica Minolta:

City of Rancho Cordova Konica Minolta Business Solutions U.S.A., Inc. 2729 Prospect Park Drive, Rancho Cordova, 101 Williams Drive, Ramsey, NJ 07446 CA 95670
Attn: Attn: Contract Administration

ITEM 9.7.

ATTACHMENT 2

Email: Email:

[email protected]
CC: Legal@kmbs. konicaminolta. us

14. RISK OF LOSS & INSURANCE

14.1 Upon delivery to Client's designated location, Client shall bear all risk of theft, loss or damage not caused by Konica Minolta to all Products. Client agrees to the filing of any liens and/or UCC security agreements (including UCC-1).

14.2 Client shall maintain in full force throughout the term of this Agreement such policies of insurance in order to satisfy Client's obligations hereunder. Such policies shall also include Konica Minolta as an additional insured and have an AM Best rating of at least A- VIII.

15. CONFIDENTIALITY

15.1 "Confidential Information" means any information provided by the disclosing Party (the "Disclosing Party") to the receiving Party ("Receiving Party") in tangible or intangible form; provided, that such information is conspicuously marked "Confidential". The existence of this Agreement and any Statement of Work, the relationship between the Parties, and the Client's selection of Products and their performance shall b~ "Konica Minolta Confidential Information" reqardless of whether they are marked "Confidential." ' ' ' '

15.2 Each Party s hall protect t he Confidential Information o f the other Party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own Confidential Information of a similar nature, the same being at least a reasonable degree of care. Konica Minolta and Client shall not at any time, or in any manner, either directly or indirectly, divulge, disclose or communicate the other Party's Confidential Information to any third party.

15.3 Confidential Information may be disclosed by the Receiving Party to its employees, Affiliates and professional advisers where such disclosure is necessary to perform its obligations under this Agreement; provided that the recipient is advised of the Receiving Party's confidentiality obligations and agrees to maintain the confidentiality of the Confidential Information received.

15.4 The obligations set out in this Section shall not apply to Confidential Information which the Receiving Party can demonstrate:
• is or has become publicly known other than through breach of this Section; • was in possession of the Receiving Party prior to disclosure by the Disclosing Party; • was received by the Receiving Party from an independent third party who has full right of disclosure;

ITEM 9.7.

ATTACHMENT 2

• was independently developed by the Receiving Party; or • was required to be disclosed by governmental authority, provided that the Party subject to such requirement to disclose gives the other Party prompt written notice of the requirement, if legally permitted.

15.5 All Confidential Information shall remain the exclusive property of the Disclosing Party.

The Disclosing Party's disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any license or other rights to or under the Disclosing Party's patents, copyrights, trade secrets, trademarks or other intellectual property rights.

16. PUBLICITY
Konica Minolta may make press releases or other announcements which may include Client name, trademarks, service marks, logos or quotes ("Marketing Material"). Konica Minolta shall consult with Client before releasing any such Marketing Material. Client shall provide Konica Minolta with written consent, within five (5) business days for the approval of any Marketing Material. If Konica Minolta has not received the written consent within such consent timeframe, the Marketing Material shall be deemed accepted by the Client as submitted.

17. CONSENT TO LAW
This Agreement shall be governed by and construed in accordance with laws of the State of California without regard to choice of law principles. Client hereby waives the right to jury trial.

18. FORCE MAJEURE
Neither Party shall be responsible for delays or failure in performance of this Agreement (other than failure to make payment) to the extent that such Party was hindered in its performance by any act of God, labor dispute or any other occurrence beyond its reasonable control.

19. WAIVER AND SEVERABILITY
Failure by either Party to enforce any provision of this Agreement or failure to exercise those rights or elections provided for herein, shall in no way be considered a waiver of such provisions, rights or elections, or in any way impact that Party's right to later enforce or exercise the same or other provisions, rights or elections, it may have under this Agreement. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not impact the validity and enforceability of the remaining provisions of this Agreement.

20. ORIGINAL DOCUMENT
Facsimile or electronic signatures shall be accepted as original signatures and this Agreement, and any document created pursuant to this Agreement, may be maintained in an electronic document

ITEM 9.7.

ATTACHMENT 2

storage and retrieval system, a copy of which shall be considered an original. Neither Party shall raise any objection to the authenticity of this Agreement nor any document created hereunder, based on either the use of a facsimile signature or the use of a copy retrieved from an electronic storage system.

21. ENTIRE AGREEMENT

21.1 This is the entire Agreement between Client and Konica Minolta. This Agreement supersedes any proposal, oral or written, or any other communications relating to Products purchased or Services rendered under this Agreement. S hould it be determined that a pre-existing agreement was entered into between Konica Minolta and Client (including any Client Affiliates or subsidiaries), then the terms of any orders placed under said agreement shall not be affected by this Agreement. Any purchase order or other Client documentation issued to Konica Minolta covering the Products or Services are issued for Client's internal use only. Any terms and conditions contained in any such Client purchase order or other documentation shall not modify or add to the terms and conditions of this Agreement.

Client may not assign this Agreement without Konica Minolta's express written consent. Konica Minolta may assign, with notice to Client, any of its rights, but not its obligations, under this Agreement.

21.2 This Agreement does not contemplate leasing. Should Client elect to lease Products and Services, any such lease will be governed by a separate and standalone lease agreement.

21.3 Except for the routine updating of the Price Catalog, this Agreement may not be modified, discharged or released except by an instrument in writing signed by a duly authorized representative of each· Party. This Agreement will not be effective until accepted by an authorized representative of Konica Minolta. Notice of acceptance is hereby waived by Client.

21.4 In the event of any conflict between the terms of this Agreement, the attached Exhibits and any mutually agreed to Supplements, the terms of the Exhibits and Supplements shall control. In the event of a conflict between the terms of this Agreement and any End User License Agreement with a party other than Konica Minolta, the terms of that End User License Agreement shall control but only with regard to that third party.
[Signature Page Follows]

ITEM 9.7.

ATTACHMENT 2

IN WITNESS WHEREOF, the Parties have executed th is A greement by their duly authorized representatives on the dates set forth below.

City of Rancho Cordova Konica Minolta Business Solutions U.S.A., Inc.

Signature: ---- - --- - --- -
Name:

Signature:

Name:

Title: Title:

Date: Date:

Attest:

Signature:
------- ------
Name:

Title:

Date: '.

Approved as to Form:

Signature:

Name:

Title:

Date:

ITEM 9.7.

ATTACHMENT 2

Exhibit 1
Intelligent Information Management Supplement
In addition to the general terms of the Agreement, the following supplemental terms apply for Intelligent Information Management Services that we provide to you. I n this Supplement, "Software" means third party Software. "Service(s)" means Software Maintenance, Software Support Services and Professional Services. "Deliverable" means Software together with Services. "SOC" means each software development company or other licensor that has granted to you the right to use the Software. Should the terms of this Supplement conflict with those of the general terms of the Agreement, the terms of this Supplement will control.

1. Additional Defined Terms: For purposes of
this Supplement, each of the following terms will have
the meaning indicated herein:
a. "Business Hours" means 8:00 a.m. to 5:00
p.m. local time, Monday through Friday,
exclusive of Holidays.
b. "Client Derivative Work" means any work
based upon any c omputer Software or
other work of authorship owned by Client,
such as a revrsion, modification,
translation, abridgement, condensation,
expansion, or any other form in which such
Software or other work of authorship may
be recast, transformed, or adapted, and
· that, if prepared without authorization of
the owner of the copyright in the Software
or other work of authorship, would
constitute a copyright infringement.
c. "Error" means any defect or condition
inherent in the Software that causes the
Software to fail to perform in accordance
with the then current Documentation
provided by the SOC.
d. "EULA" means each Software license
agreement under which you have been
granted the right by the applicable SOC to
use the Software.
e. "Holidays" means Saturday, Sunday and
any holidays observed by Konica Minolta.
f. "Professional Services" means all services
provided by Konica Minolta's JIM division to
you under any Statement of Work.
g. "Software Maintenance" means assistance
in the correction of Errors encountered by
you related specifically to bu gs or
enhancements to the Software, and
delivery to you (but not installation) of
Upgrades and Enhancements.
h. "Software Support Services" means
services (other than Software
Maintenance) to assist you in the use of
the Software, including a ssistance in
resolving problems encountered by you in
the use of the Software, installation of
Upgrades and Enhancements, responding
to your questions regarding the use of the
Software, and assisting you in augmenting
your use of the Software, by, for example,
adding new document types, applications,
or indexing capabilities. Software Support
Services do not include any alteration,
modification or r econfiguration of the
Software.
i. "Test Period" has the meaning stated in
Section 8 below.
j. "Upgrades and Enhancements" means all
new versions, improvements,
modifications, upgrades,, updates, and
additions to the Software tha t SOC
commercially releases to its end users
generally to correct deficiencies or to
enhance the capabilities of the Software;
provided, however, that the foregoing will
not include new, separate p roduct
offerings, new modules, re-platformed
Software, or new functionality.
k. "Work Product" has the meaning stated in
Section 10.b below.

2. Statement of Work: All Deliverables provided
by us under this Agreement will be documented in a
SOW signed by authorized representatives of both
parties. We will be paid for Deliverables, and
reimbursed for expenses related thereto, in accordance
with the terms contained in the SOW. Either you or we
may request a change to the scope of the Deliverables
to be rendered in a SOW. No change will be effective
until agreed to in writing by both of us except as may
otherwise be provided in any SOW. All agreed upon
changes in Deliverables will be set forth in writing.

3. Your obligations: You agree to accurately
and in a timely manner (i) deliver any and all necessary information required by us for the performance of the
Services and (ii) generally cooperate with us in the

ITEM 9.7.

ATTACHMENT 2

delivery of the Services. You will afford us sufficient time to complete the performance of our obligations
which are dependent upon your prior performance of a
task or obligation. You shall be responsible for the
proper maintenance, use and op eration o f the
Deliverables and for compliance with all applicable
laws and regulations in the jurisdiction where the
Deliverables are used.

4. Place of Work; Access: We will determine
the place at which the Services will be performed.

Should we notify you that any of the Services are to be performed at your facility, then you will provide access to our personnel to each such facility and all relevant systems, equipment, data, documentation and your
personnel during your normal business hours, as well
as suitable working space for us. We will provide
collaborative communication tools for remote access to
your system. If you p refer to use your own
communication tools, you will provide the tool and
access to us at your expense. We will comply with any
and all commercially reasonable security measures of
which you make us aware in advance with respect to
such access, which may include restricting access to
confidential or proprietary systems or information. We
shall comply with all license requirements of the
materials and shall install the materials according to
such licenses only. Updates, upgrades or other
enhancements which areprovided by the manutacturer .
of the materials shall not be our responsibility. Unless specifically agreed to by the Parties, we shall not be
responsible for the installation of any network and
electrical cabling and connectors required for operation and installation of the hardware and Software. We shall inform you in advance of any special wiring or cabling
required.

5. Fees and Costs: You agree to pay the full
invoiced amount of Software Maintenance Fees prior to
the start of Services. Late payments may require a
reinstatement fee up to 20% of the annual amount to
re-instate the Service and upgrade assurance. The
annual Software Maintenance Fees are subject to
increase, upon renewal of the annual Software
Maintenance term, at the sole discretion of the
Software o wner. Additional extended Software
Support fees may apply. We will provide notice of any
such increase to you as soon as so notified by the
Software o wner. Your ability to decommission
licenses, users, or swap licenses, with a corresponding adjustment of the Software license fee and associated
maintenance cost, is s ubject exclusively to the
Software owner's policies and pricing. We will request
on your behalf that such changes be made but approval
is at the Software owner's sole discretion. In the event the Parties renew the term of a Hosting or Subscription SOW issued pursuant to this Supplement, we shall
provide an estimation of the Fees to be charged during
the renewal term. We shall provide notice of any such
increase to you promptly.

6. Estimates and Expenses: Estimates of
project fees in a SOW are not guaranteed. We will
notify you as soon as possible if an estimate is likely to be exceeded, and you may thereupon terminate the
SOW, effective forty-eight (48) hours after written
notice of such termination is given to us, and pay only for Services rendered and expenses actually incurred
up to the date of termination. You agree to reimburse
us for all reasonable expenses incurred by us in
connection with the performance of Services under this
Agreement, including travel expenses such as airfare,
car rental, lodging and meals. To the extent we provide on-site Services and you cancel any scheduled
appointments or Service delivery date less than five (5) business days prior to the scheduled date, you agree
to pay twenty-five percent (25%) of our prevailing per
diem labor rate for the affected personnel.

7. Progress Reports and Milestones: We will
report to you the progress of the Services, including
meeting any milestones, and completing the tasks for
the Services. Unless otherwise agreed by the Parties
in writing, such progress reports will be prepared at
weekly intervals and include a reasonably detailed
summary of accomplishments, difficulties, potential or
actual slippage in meeting deadlines, completion of
budgeted tasks, hours worked by us, tasks in progress
and any non-compliance by you or us with the terms of
the applicable Statement of Work. Either Party may
propose meetings as necessary and at reasonable
intervals to d iscuss progress on completing the
professional Services. Each Party will use
commercially reasonable efforts to prepare for and
attend each meeting at the agreed upon time and
location.

8. Acceptance: When we provide you with a
Deliverable pursuant to a SOW, you will have thirty (30) days from the date of receipt (or such longer period as may be set forth in the applicable SOW) to evaluate,
review and test such Deliverable ("Test Period") in
accordance with the specifications and test criteria set forth in the applicable SOW. In the event that you
believe that a Deliverable does not conform in any
material respect to the specifications or the test criteria set forth in the applicable SOW, then you will notify us in writing within the Test Period, setting forth in
reasonable detail the reason why you believe that such
Deliverable does not conform. You will identify all non­ conformities within a single written notice of rejection, unless non-conformity prevents you from evaluating,

ITEM 9.7.

ATTACHMENT 2

reviewing and testing the Software. You may reject a
Deliverable for its material failure to conform to either the specifications or test criteria set forth in t he
applicable SOW. Further, if we have not received a
written notice of rejection of a Deliverable within the Test Period, then such Deliverable will be deemed to
be accepted by you. If you send us written notice of
rejection of a Deliverable within the Test Period, then we will have thirty (30) days from the date of receipt of a written notice of rejection to either (i) correct the non­ conformities that you identify in the written notice, or (ii) develop a mutually agreeable plan to correct the non­
conformities within an agreed period of time not less
than thirty ( 30) days. We will use commercially
reasonable efforts to correct such non-conformities
and, upon correction, we will resubmit the corrected
Deliverable to you for evaluation, review, and testing
and the procedure set forth above will be repeated.

Such procedure will continue until the earlier of (i) the expiration of the Test Period without delivery of a
written notice of rejection by you, or (ii) the date written notice of acceptance is delivered to us by you.

9. Obligations upon Termination: Either Party
may terminate this Agreement without cause by giving
the other Party at least ninety (90) days' notice. Either Party may terminate this Agreement if the other Party
fails to cure a breach of any term or condition stated
herein within thirty (30) days of written, notice of such breach. Upon the expiration or termination of this
Agreement for any reason, all amounts not disputed in
good faith that you owe to us for work performed prior
to the date of such expiration or termination shall be
immediately due and payable. Without waiver of our
rights under this Agreement we may, in lieu of
termination, elect to suspend performance of the
Services, in which event the due date of any of our
invoices shall be accelerated so that they become due
and payable immediately.

10. I ntellectual Property:
a. Except as otherwise set forth in Section 1 0.b
below, each Party shall retain all ownership
and intellectual property rights in and to its own
tangible and intangible property, whether or not
supplied to the other in connection with the
Services, and nothing in this Agreement or any
SOW shall be construed to give either Party
any right to the other Party's property absent
an express grant of such right herein. Any of
your data that we insert into any Software or
custom-developed application for purposes of
providing Services under this Agreement shall
remain your sole property; provided that such
Software o r custom-developed application
shall remain the property of the Software
maker or the application developer, as the
case may be. You may use such Software or
application in accordance with the terms of this
Agreement and the EULA applicable to the
Software or application. We represent and
warrant that we have obtained all licenses
necessary to use and sub-license third party
intellectual property for purposes of this
Agreement.
b. Ownership of Work Product. All copyrights,
patents, trade secrets, or other intellectual
property rights associated with any ideas,
concepts, techniques, inventions, processes,
or works of authorship conceived, developed
or created by us or our personnel during the
course of performing Services for you and/or
embodied in any Software, Documentation or
other item delivered by us to you (other than
third party Software and/or Documentation that
is expressly licensed to you and other than any
of your Derivative Work), whether conceived,
developed and/or written before or after the
date of this Agreement (collectively, the "Work
Product"), will belong exclusively to us, and
any and all right, title and interest that you may
have in any and all Work Product is hereby
assigned by you to us. The rights so assigned
to us include, but are not limited to (i) all
i~tellectual property rights owned or claimed by
you embodied in the Work Product, or any
portion of the Work Product; and (ii) all rights
held by a copyright holder under applicable
law. Upon our request, you will take such
further actions, and will cause your personnel
to take such further actions, including
execution and delivery of instruments of
conveyance, as may be appropriate to further
document or effectuate the foregoing.

Notwithstanding anything to the contrary in this
Section 10.b, you shall own all right, title and
interest in and to any custom software code
that we develop exclusively for you hereunder.

11. Compensation for Hiring other Party's
Employees: During the term of this Agreement and for
twelve (12) months thereafter, if either Party hires
(whether as an employee, independent contractor or
otherwise) any employee of the other Party (or ex­
employee within six (6) months of such employee's
termination of employment) who was directly involved
in the provision of Services hereunder, the hiring Party shall pay to the other Party as reasonable
compensation for the loss of the employee the sum of
fifty thousand dollars ($50,000).

ITEM 9.7.

ATTACHMENT 2

Software Support Addendum
This Software Support Addendum sets forth the terms and conditions under which we will provide professional Services or general support Services (including without limitation consulting Services, installation Services, integration Services, configuration Services, custom development, and/or project management) with respect to your licensed Software.

1. If Software Maintenance is contracted under
this Agreement we will provide Software Maintenance
for the Software licensed under this Agreement. If you
subscribe to Services with respect to a particular
licensed Software, and so long as you are not in default under this Agreement, we will provide technical support for Software during Business Hours. As used in this
Software Support Addendum, Business Hours shall be
from 8:00 a.m. through 8:00 p.m. Pacific Time.

2. The term "Request for Services" means a
request for Services, in the form of a written request, via t elephone or email, setting forth a detailed
description of the Services being requested, including, but not limited to, the scope, goals and objectives of the Services, and a timeline for completion of the Services.

Request for Services can be em ailed to
iim. support@km bs. konicaminolta. us.

3. Technical support shall consist of telephone or
email response to you within four (4) Business Hours df your request. If you require technical support outside
of Business Hours, such Services shall be performed
at our hourly rates listed in the SOW or as may be
agreed to by the Parties. We will first attempt to resolve any problem by telephone. At the time of the call, we
will notify you in the case of a billable call, such as after­ hours support. We will next attempt to resolve the
problem remotely.

4. Upon your purchase of Software Maintenance,
and so long as you are not in default under the payment terms applicable to the Assured Licensed Software,
Services c an be provided. Services cannot be
provided where Software Maintenance is not in good
standing with the SOC.

5. WE SHALL HAVE NO LIABILITY FOR LOSS

OF CLIENT DATA, IT BEING UNDERSTOOD THAT

YOU SHALL BE SOLELY RESPONSIBLE FOR ALL

NECESSARY BACKUP AND DATA SECURITY,

UNLESS SUCH LOSS IS CAUSED BY OUR GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. You
acknowledge and agree that you are solely responsible
(i) for the day-to-day operation, supervision,
management and control of the Software, including, but
not limited to, providing training for your personnel,
instituting app ropriate security procedures and
implementing reasonable procedures to examine and
verify all output before use; and (ii) for your data, your database, and for maintaining suitable backups of the
data and database to prevent data loss if hardware or
Software malfunctions. 'Except to the extent caused oy
our gross negligence or willful misconduct, we shall
have no responsibility or liability for your selection or use of any hardware, systems, the Software or any
other third party Software.

6. If remote support is contracted hereunder,
such support will be provided via our Help Desk as
further described in the Help Desk & Training
Addendum.

ITEM 9.7.

ATTACHMENT 2

Help Desk & Training Addendum

1. You agree to maintain at a minimum one
certified System Administrator who will be the primary
contact for our Help Desk. If at any time the System
Administrator is no longer employed by you or their
duties no longer include support of the IIM solution,
Help Desk support may be billable until the training
requirement has been met by the new System
Administrator.

2. We may offer system administration Services
to you if do not have system administration capabilities.

These Services are provided by the Help Desk and can
be provided on an ad hoc basis. The Parties will
execute a separate agreement detailing the terms.

These Services can be provided on the following basis:
a. Annual System Administration Services
Agreement: Normally, X hours per month,
paid annually as part of the maintenance
renewal; or
b. Pre-paid block of support hours to be used
as needed.

3. Help Desk Support: We will provide you with
telephone help desk support to those certified by the
SDCs or by us directly. Help Desk support extends to
questions relating to features, functionality,
troubleshooting, errors, bugs and general subjects and
issues that the System Administrator is working with
that may be affecting end-users.

4. Upgrades, database related issues, scripting,
custom programs, integration to host applications,
enhancements, topics related to new projects,
consulting, training, reconfigurations, on-site support, end-user calls or calls from non-certified individuals are not included in Help Desk support. We provide an
avenue for these items to be funded through (i) pre-paid block of hours, (ii) on a time and materials basis or (iii) staff augmentation. Pre-paid blocks of hours are
purchased and used under the terms set forth in the
general terms and conditions.

5. If it is determined that the Help Desk privilege
is being used excessively, we will meet with you and
determine a course of action that may require
additional training, on-site Services or termination of the Help Desk Services.

ITEM 9.7.

ATTACHMENT 2

Software Maintenance Addendum
This Software Maintenance Addendum sets forth the terms and conditions under which we will provide maintenance and technical support services for your licensed Software, including the delivery of Upgrades and Enhancements from the Software Development Company.

Software Maintenance.

1. Generally: Upon your purchase of Software
Maintenance with respect to a licensed Software (an
"Assured Licensed Software"), and so long as you are
not in default under the payment terms applicable to the Assured Licensed Software, Services can be provided.

Services cannot be provided where Software
Maintenance is not in good standing with the SOC. We
shall: (i) use commercially reasonable efforts to correct any properly reported Error(s) in the Software reported in accordance with our current policies for the reporting of Errors, and which are confirmed by the SOC, in the
exercise of its commercially reasonable judgment; (ii)
use its commercially reasonable efforts to correct any
properly reported defect(s) ( non-conformity to
functional specifications mutually agreed upon by us
and you) in any configurations of the modules of the
Software that are created by us or any integrations of
the Software with other applications, Software or
hardware that are configured or created by us, which
are confirmed by us, in the exercise of our commercially reasonable judgment; and (iii) upon your request,
provide technical support, assistance and advice
related to the operation and use of the Software by you, or any problems with any of the foregoing.

2. You will report Errors in the Software as set
forth in the support guide attached hereto as Exhibit A.

3. You may also have the option of contacting the
Software manufacturer directly in some cases.

Additional charges may apply. If you opt to call the
manufacturer directly, any and all charges will be billed to you either through the manufacturer at the time of
the engagement or through us, subsequent to the
engagement.

4. Exclusions: We are not responsible for
providing, and are not obligated to provide, Software
Maintenance or Upgrades and Enhancements under
this Addendum: (i) in connection with any Errors or
problems that result in whole or in part from any
alteration, revision, change, enhancement or
modification of any nature of the Software, including
any configuration of modules of the Software that was
not undertaken by us or SOC or authorized in writing in advance by SOC; (ii) in connection with any Error if we (directly or through SOC) have previously provided
corrections for such Error, which correction you choose not to implement; (iii) in connection with any Errors or problems that have been caused by errors, defects,
problems, alterations, revrsions, changes,
enhancements or modifications in the database,
operating system, third party Software (other than third party Software bundled with the Software by SOC),
hardware or any system or networking utilized by you;
(iv) if the Software or related Software or systems have been subjected to abuse, misuse, improper handling,
accident or neglect; or (v) if any party other than us or the SOC has provided any Services in the nature of
Software Maintenance to you with respect to the
Software.

5. Delivery of Software Updates: Delivery of
Software updates, patches and upgrades will be
electronic only.

6. Upgrades and Enhancements: We will
provide to you, in accordance with the SDC's then
current policies, all Upgrades and Enhancements to the
Software released by the SOC during the term of this
Addendum. You acknowledge and agree that the SOC
has the right, at any time, to change the specifications and operating characteristics of the Software and the
SDC's policies respecting Upgrades and
Enhancements and the release thereof to its end users.

Any Upgrades and Enhancements to the Software and
Documentation shall remain proprietary to the SOC and
the sole and exclusive property of the SOC, and shall
be subject to all of the restrictions, limitations and
protections of the EULA. All applicable rights to
patents, copyrights, trademarks, other intellectual
property rights, applications for any of the foregoing
and trade secrets in the Software and Documentation
and any Upgrades and Enhancements are and shall
remain the exclusive property of the SOC.

7. I mproper Software Use: Neither we nor the
SOC are responsible for providing, and are not
obligated to provide, Support Services or Upgrades
and Enhancements under this Addendum if: (i) the
Software ha s been altered, revised, changed,
enhanced or modified in any manner that was not
authorized in writing in advance by the SOC; (ii) the
Error is c aused by errors, defects, problems,

ITEM 9.7.

ATTACHMENT 2

alterations, revistons, changes, enhancements or
modifications in the database, operating system, third
party Software (other than third party Software bundled with the Software by the SOC), hardware or any system
or networking utilized by you; (iii) the Software has
been subjected to abuse, misuse, improper handling,
accident or neglect; or (iv) any party other than us or the SOC has provided any Services in the nature of
Support Services to you with respect to the Software.

8. Software Maintenance Fees and Payment
Terms: You will pay us annual Software Maintenance
fees identified in this Addendum ("Annual Software
Maintenance Fees"). We will not have any obligation
under this Addendum until receipt of payment has
occurred for the designated period. The start date of
Service will always be rounded forwards or backwards
to the first of a month and hereafter be known as the
anniversary date. We will invoice you for subsequent
Annual Software Maintenance Fees at least forty-five
(45) days prior to the anniversary date. I n the event
that add-on licenses are purchased for an existing
Product group during a covered Software Maintenance
period, the Annual Software Maintenance Fees will be
amortized to the established anniversary date. I f a
Product is added for what is considered to be part of a new Product group, the Annual Software Maintenance
Fees to be added will be computed by adding the
period to the anniversary date plus one year. In no
event, will you be invoiced for Software Maintenance
on a module or seat more than once per year and we
will always work with the multiple SOC's listed in this Addendum to have all Annual Software Maintenance
Fees be coterminous.

9. Software Maintenance Start Date: The start
date is defined by the SOC. Unless otherwise
specifically agreed to, the date the Software was
purchased will be used to set the start date. The start date of Service will always be rounded forwards or
backwards to the first of a month and hereafter be
known as the anniversary date.

10. Annual Increases: The Annual Software
Maintenance Fees are subject to i ncrease, upon
renewal of the annual Software Maintenance term, at
the sole discretion of the SOC. We shall provide notice of any such increase to you as soon as so notified by
the SOC.

11. Term, Renewal and Termination: Subject to
the early termination provisions of this Section, the
initial term of Service under this Supplement
commences on the first day of the month closest to the
date the Software licenses are installed or delivered
and expires on the first anniversary of that date.

Service will automatically renew for additional one (1) year terms unless it is terminated in accordance with
this Section, and are non-refundable.

12. For Convenience: Either Party may terminate
this Service at any time, for any reason or for no
reason, upon not less than ninety (90) days' advance
written notice to the other Party.

13. For Cause: Either Party will notify the other
Party (as the "Breaching Party") in writing of any breach of this Addendum specifying the nature of the breach.

If the Breaching Party has not cured the breach within
thirty (30) business days' after receipt of written notice, the other Party will be entitled, in addition to any other rights it may have under this Addendum, or otherwise
at law or in equity, to terminate this Addendum.

14. Non-Renewal: You may elect not to renew
this Addendum by providing written notice to us no less than sixty (60) days before the end of the then-current term. If notice is not received, then Service under this Addendum will automatically renew on the expiration
date.

15. Automatic Termination: Your access to
Software terminates automatically, without any other or further action by either Party, immediately upon any
termination of the EULA or in the case where the
version of the Software that is currently insta1'1ed by you is no longer a supported version by the SOC. For the
avoidance of doubt, termination of your access to one
Software covered by this Addendum shall not affect
your access to, or license to use, any other Software
covered under this Addendum to the extent the EULA
for such other Software has not been terminated or
such other Software remains at SOC's then-supported
version( s).

16. We may give written notice to you of any
breach by you or other failure by you to comply with any material term or condition of the EULA or this
Addendum, specifying the nature of the breach or non­
compliance and requiring you to cure the breach or
non-compliance. In addition to any other rights we may
have under this Addendum, we may terminate this
Addendum if, in the case of non-payment, any breach
of the EULA or any breach of this Addendum, you have
not cured the breach or non-compliance within thirty
(30) business days after receipt of the written notice.

17. If this Addendum is terminated by you for
convenience or by us for cause, you must pay us for:
(i) all Software Maintenance provided on a time and
materials basis on or prior to the effective date of
termination; (ii) all Annual Software Maintenance Fees

ITEM 9.7.

ATTACHMENT 2

past due with respect to any period occurring prior to
the effective date of termination; and (iii) all incidental costs and expenses incurred by us at any time on or
prior to the effective date of termination and previously approved by you in writing.

18. If this Addendum is terminated, your Software
Maintenance will remain in place until the end of the
then-current term with SOC. Software Maintenance
Fees are an annual commitment with the SOC and will
not be refunded.

19. The termination of this Addendum will not
discharge or otherwise affect any obligations of either Party existing under this Addendum before, or at the
time of termination. The provisions of this Addendum
which by their nature extend beyond the termination of
this Addendum will survive and remain in effect until all obligations are satisfied.

20. Payment Remit Date and Late Payment:

You will pay all invoices for A nnual Software
Maintenance Fees for the upcoming year in full on or
before the last day of the then-current term of this
Addendum. You will pay the invoice for the Annual
Software Maintenance Fees for the period prior to the
anniversary date occurring. Late payments may
require a reinstatement fee up to twenty percent (20%)
of the annual amount to re-instate the Service and
upgrade assurance.

ITEM 9.7.

ATTACHMENT 2

ITEM 9.7.

ATTACHMENT 2

CONTENTS
\' \.:

I , ~, \
DOCUMENT PROPERTIES 3
CONTACTING US 4

KONICA MINOLTA
SUPPORT EXPECTATIONS 6
KONICA MINOLTA AVAILABILITY 8
CUSTOMER EXPECTATIONS 9
UPGRADES AND CHANGES 10
KNOWLEDGE-BASE LINKS 10
ITEM 9.7.

ATTACHMENT 2

[Ci~~ Jl'POlil GU DI

DOCUMENT PROPERTIES

ATTRIBUTES
DOCUMENT TYPE:

CURRENT VERSION:

RESPONSIBLE GROUP:

PREPARED FOR:
\ .

LAST UPDATED:

ALL INQUIRIES REGARDING

THIS DOCUMENT SHOULD BE
DIRECTED TO:

Konica Minolta ECM Support Guide
August6,20 19
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC.

Business Intelligence Services, Enterprise Content Management - Professional Services
August6,20 19

BRYAN LEE
ECM Help Desk Manager
(208)514- 1195
[email protected]

PROPRIETARY AND CONFIDENTIAL INFORMATION
The enclosed materials are proprietary to KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC., hereafter referred to as Konica Minolta. Konica Minolta reserves the right, title and interest to such materials. The terms, conditions, and information set forth herein are confidential to Konica Minolta and may not be disclosed in any manner to any person other than the addressee, together with its officers, employees, and agents who are directly responsible for evaluating the contents of these materials for the limited purpose intended. These materials may not be used in any manner other than for such limited purpose. Any unauthorized disclosure, use, reproduction, or transmission is expressly prohibited without the prior written consent of Konica Minolta.
3 ITEM 9.7.

ATTACHMENT 2

CI~ SUPPOlll C,L IJf:

CONTACTING US

MAIN SUPPORT LINE
(800) 362-8772 (option #1)
8:00 am - 8:00 pm ET

MAIN SUPPORT EMAIL
[email protected]
available 24/7 for incident submission

INTRODUCTION
The Konica Minolta Technical Support Team assists its customers who use, install or develop the solution provided by Konica Minolta'. This document defines expectations between the Support Team and its ' · customers, and will be circulated amongst clients in good account standing and who have signed a software maintenance contract.

Additionally, it will be used to ensure the Technical Support Team is held to set standards to provide a guideline of information and expectations. This document defines the following:
• Contact Information
• When to engage the support team
• How to report an incident
How to define issue severity
• Responsibilities (our support team and our customers) Hours of operation
Disclaimer: This support guide does not replace the Software Maintenance Agreement. This document merely outlines Konica Minolta support best practices and support policy expectations. 4 ITEM 9.7.

ATTACHMENT 2

E(J' > JPPOI' (,U D[

TERMINOLOGY DEFINITIONS
Konica Minolta Solution: All software and hardware configured by Konica Minolta ECM Professional Services.

Supported: Any solution configured in a production or non-production environment that has been transitioned to Support. Other activities will still be supported but may trigger fee-based resource activity. See further detail below.

Best Practice: Methods and techniques that have consistently shown results superior than those achieved by other means, and which are used as benchmarks to strive for. Best practices are only recommendati~ns and may not be the best solutions for all systems.

Careful consideration on the impact of any changes to a system should be analyzed before implementation.

Response: Any attempt made by the client or Konica Minolta support representative to address an incident. This includes phone, email, or on-site discussions.

Supported Systems: Any software or hardware purchased by client from Konica Minolta where a valid maintenance agreement exists.

SCR: An SCR is opened to resolve a software defect or request an enhancement to the software.

Account Manager: An assigned Konica Minolta resource available free of charge to serve as customer advocate, helping investigate possible solutions for efficiency and cost savings. Account Managers specialize in:

Strategic planning
Consultative assistance for short-term solutions and long-term road maps
Knowledge of new products and functionality
Gathering estimates and pricing information for solution enhancements
Network: A system of computers, peripherals, terminals, and databases connected by communication lines.

Production Environment: The system or systems being utilized by workers for the sake of conducting day-to-day business operations for a company. This is commonly referred to as "PROD".

Non-Production Environment: The system or systems being used to evaluate new configurations to implement into the Production environment. This is commonly referred to as "TEST".

Incident: Any break/fix problem that is created and tracked by an Konica Minolta Support team member which was reported by a client.

Emergency: A Severity 1 or 2 issue that requires immediate attention due to impact to the customer's business processes.

Team Lead: Internal Konica Minolta escalation point with a high level of knowledge. This person is often engaged to provide additional troubleshooting steps for high severity issues.
5 ITEM 9.7.

ATTACHMENT 2

[( M SUPPORT C,UIDI

KONICA MINOLTA

SUPPORT EXPECTATIONS

SUPPORTED ITEMS
Software: Any software that
has a current support and/
or maintenance contract
associated with it.

Hardware: Konica Minolta
Support is available to
troubleshoot hardware
associated with the provided
Konica Minolta Solution in
an attempt to determine root
cause of an issue. See (right)
definition of support activities
and scope included.

GOALS
Konica Minolta's technical support philosophy is one that strives to provide your organization with the support services you need to maximize the benefits of your overall solution purchase. Konica Mi~olta's support programs are designed to ensure your needs are met in a timely and efficient manner.
• Proactive follow-up on all open incidents in a reasonable amount of time based on Severity (see page 7).

RESPONSE TIMEFRAMES
Response time is determined only after the problem has been properly received through Konica Minolta's error reporting procedure and categorized into one of three levels • Respond to Severity 1 issues within one (1) working hour. • Respond to Severity 2 issues within four (4) working hours and use best efforts to restore.
• Respond to Severity 3 issues within working day, will provide fixes within a reasonable time and will inform the Client when fixes will be provided.

ISSUE PRIORITIZATION
Support calls are prioritized on two criteria:
• The severity of the issue against other client software solutions in production. • The order in which they are received. Customer emergencies always take precedence over non- emergencies.
6 ITEM 9.7.

ATTACHMENT 2

f[ M ~ JPPORl uUIOI

SEVERITY DEFINITION
SEVERITY 1: Complete system failure
and/or critical business function failure.

The supported solution is completely
unavailable for all critical business
units. Only a Production incident can
be classified this severely. The goal is to
resolve these issues as soon as possible.

Example: All users are unable to
access the Konica Minolta solution.

SEVERITY 2: No system failure, but the
Client's users are unable to access or
execute critical system functions. The
supported solution is intermittently
unavailable for all users, or there is
serious performance degradation to \ '
the point where the system is unusable.

Single user issues can be escalated to
this severity if the issue is preventing
a critical business function. Only a
Production incident can be classified
this severely, The goal is to use best
efforts to restore.

Example: Web client users attempt
to retrieve documents receive an
error message. Users with access
to the Thick Client are still able to
access documents.

SEVERITY 3: Application not
performing per documentation, but
the Client's users can perform basic job
functions with alternate procedures.

Non-Production environment (TEST)
incidents are classified with this severity
rating. Konica Minolta will provide fixes
within a reasonable time and will inform
the Client when fixes will be provided.

CLARIFYING SUPPORT ACTIVITIES
The purpose of this section is to solidify the activities of the Support Team. The following assumes that the customer is in good standing with software maintenance. If maintenance is not active or a mutually agreed upon plan to activate maintenance is not in place, then all activity pertaining to this software is a billable event. If the customer has never purchased this software, then the responsibility to address the question or issue is held with the Konica Minolta Sales team. Incidents requiring additional fee-based resources will be coordinated by the client's Account Manager.

Konica Minolta Support will spend a reasonable amount of time triaging the issue(s) to determine the root cause and report to the customer regarding whether the incident can be covered under normal support or if the work will require additional fee-based resources.

Included activities (per the "Support Guide" and "Maintenance Agreement"):
• Software defects that surface in the form of an error message and/or resulting in either a data integrity and/or data loss issue.

Production issue is being experienced and a specific error message is being displayed.

Non-Production issue is being experienced and a specific error message is being displayed. • Published documentation contradicts actual behavior of the software (not to be confused with cases-where documentation does not exist)., ·
Conditions that can cause the activity to involve fee-based resources:

Error message is determined to be related to system performance (network, database, resources, etc.).

Error message is determined to be related to an external application or system (Windows Operating System, Hardware, 3rd party application).

Workflow, WorkView, or API solution will need to be modified to achieve desired results. • The work was at one point in time accepted by the customer (sign off sheet) and now the work is required to be changed, or changes are requested by the customer. • Consulting, how to, and training type questions
o Customer is inquiring how to design, create or configure a new solution for specific business problems.
o Customer is asking Konica Minolta to explain how a particular software component functions, when documentation is typically available on line. o Customer is encouraged to utilize readily available online resources to receive documentation, review blog posts, etc.
7 ITEM 9.7.

ATTACHMENT 2

\,'

KONICA MINOLTA

AVAILABILITY
I ' \

STANDARD HOURS OF OPERATION
Maintenance and Support Services will be available during the hours of 8 a.m. to 8 p.m., Eastern Time, Monday
through Friday, excluding holidays.

HOW TO REPORT AN ISSUE
During normal business hours Konica Minolta Support is
available by phone at: 800-362-8772 (option #1 ), or
email at: [email protected]. Issues
can be submitted after hours via email.

ITEM 9.7.

ATTACHMENT 2

ECM <;L, 'POIH GUIDI

CUSTOMER EXPECTATIONS

TROUBLESHOOTING
At a minimum, you will be asked the
following when contacting Support. This
information is used to determine issue
severity and prioritization:
• Is this happening in PROD or TEST?
• Where is the issue happening?
• Did you receive an error message
of any kind?
• Was this ever working correctly?
ls-this the first time you have
received this message?
• What were you attempting to do
when you received the issue (step
by step)?
• Can you replicate this issue every
time or is it sporadic?
• Are you aware of others in your
office experiencing the same
issue?
• Have any troubleshooting steps
already been taken?
• Are Diagnostic console, Event
viewer or IIS logs available?
After gathering this information, the
technician will enter it into the incident
along with any relevant screenshots.

Follow-up and update communication
will be disseminated based on the
severity of the incident (see Severity
Definition section for specifics) by
phone or email.

INVOLVE AN ACCOUNT MANAGER
This section identifies common questions from clients received by Support that should go directly to the Account Manager:
• New software purchase question.
o Example: We think we want to buy product "X" to meet a business need, is this the right choice?
• High level review of solution architecture to determine best practices for future projects.

New software configuration.
o Example: We've purchased software or a device and now we need Konica Minolta to configure it.

How do we get additional training?
• We need additional licenses.
• I need a staff augmentation or SOW created.

REMOTE SESSIONS
Clients in good standing that have signed a mutually acceptable Software Maintenance Agreement are expected to provide a means for remote access to support them technologically. This may be in the form of VPN access or assisted access via a screen sharing utility such as Web Ex, Go To Meeting, etc.

RESPONSE EXPECTATIONS
A qualified contact should respond to follow-up attempts made by Konica Minolta Support within three attempts. If a response has not been received in this timeframe, then the incident will be closed.

CONTACT
It is anticipated Konica Minolta Support will work with a contact who has a basic knowledge of On Base® or the software solution being used and has, or is able to provide, access to the Disk Group locations, OnBase database, OnBase Configuration, workstation PCs and Servers necessary to resolve issues. This contact person would be an internal escalation point for technical issues at the client location. If a severity 1 or 2 incident is opened, Konica Minolta Support would reach out to this point of contact first to begin the troubleshooting process. If an established point of contact is no longer available, then it is the client's responsibility to inform Konica Minolta Support to update our records. 9 ITEM 9.7.

ATTACHMENT 2

! Cl\'. Pl'OI, GU fJE

UPGRADES AND CHANGES
The defining activity of an upgrade is changing the existing Production or Test environment version of the software to a newer version. This upgrade involves requiring a code from Hyland Software to update the database, which Konica Minolta Support will facilitate.

Example: Client decides to upgrade from On Base 9.2.0.536 to 9.2.1.536 to correct an outstanding defect. The service pack is identified as the third number from the left in this example (O and 1 ). This may require an upgrade to sub-schemas in the database, which would require an upgrade code from Hyland.

Konica Minolta will support the customer during an upgrade process, however, the standard support activities clarified above will still apply. If the customer desires additional services related to an upgrade, such as test plan design, test execution, or deployment activities, then the customer is advised to contact their Account Manager to engage the Professional Services Team. Konica Minolta support can be scheduled to provide upgrade codes so that the software version can be upgraded.

Other significant changes to a client's environment should also be communicated to Konica Minolta Support. Examples of events that could qualify 'as significant include the following (hot an exhaustive list):
• Disk Group migration from one storage location to another • Major Operating System deployment (XP>Windows7)
Database version upgrades or reinstalls
• Server Operating System Upgrade (11S version change)
* *Advanced notification of significant changes is appreciated for continued, quick incident resolution.

KNOWLEDGE-BASE LINKS
T ' 10
ITEM 9.7.

ATTACHMENT 2

Konica Minolta Business Solutions
100 Williams Drive
Ramsey, NJ 07446
Federal Tax ID #: 13-1921089
Corporate Duns No: 00-170-7322
Federal Duns No: 62-657-8041
QUOTE/ORDER FORM - Quote # 20125-022625-OBSUB2528
Quote Details
Create Date: 03/06/2025 Prepared By: Catherine Bedrossian Expire Date: 03/20/2025 Phone: (310) 383-4212
Account Information
Account Name: City of Rancho Cordova Accounting
Contact:

Accounts Payable
Contact Name Persephonie Riley
Assistand City Clerlk
Billing
Address
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Phone: (916) 851-8722 Email: [email protected] Item # Name Quantity Price Subtotal
OnBase SaaS HSI OB License Monthly Subscription:

Subscription Period: 4/2025 - 3/2026
Standard Subscription = $8,604.20/Month
Current license Breakdown Attached
SaaS License Subscription

1.5TB of storage

Test Light Environment
12 $8,444.12 $101,329.44
ITEM 9.7.

ATTACHMENT 3

OnBase SaaS HSI OB License Monthly Subscription:

Subscription Period: 4/2026 - 3/2027
Standard Subscription = $9.249.52/Month
Current license Breakdown Attached
SaaS License Subscription

1.5TB of storage
Test Light Environment
12 $8,908.44 $106,901.28
OnBase SaaS HSI OB License Monthly Subscription:

Subscription Period: 4/2027 - 3/2028
Standard Subscription = $9,943.23/Month
Current license Breakdown Attached
SaaS License Subscription

1.5TB of storage

Test Light Environment
12 $9,398.41 $112,780.92
7640021918 ECM PROFESSIONAL SERVICES - T&M
Estimated professional Services Hours to be used
for 1 upgrade and blocks of hours purchased on
an as needed basis for small configuration
projects over the life of the agreement
240 $250.00 $60,000.00
Subtotal $381,011.64
Total $381,011.64
Acknowledged and Accepted:

ITEM 9.7.

ATTACHMENT 3

The undersigned authorized representative of the purchaser of goods and services quoted herein has read and accepts this Quote and agrees that all software and services quotes shall be subject to the terms of the Master Services Agreement executed by the parties. _________________________________________
Signature
_________________________________________
Date
_________________________________________
Name
_________________________________________
Title

PAYMENT TERMS
NET30 From Date of Invoice
Overdue invoices are subject to a late payment fee of 1.5% per month. We reserve the right to terminate all work if any amounts are more than 10 days past due.

All items are subject to taxation - Quote Total Price does not include applicable taxes.

ITEM 9.7.

ATTACHMENT 3

MEMORANDUM

City Council Staff Report - Page 1 of 1

ITEM 9.8.

DATE: March 17, 2025

TO: Honorable Mayor and Council Members

FROM: Maria Kniestedt, Communications and Public Affairs Director

SUBJECT: A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2025-58 WITH DOWDLE STUDIOS, LLC IN AN
AMOUNT NOT TO EXCEED $250,000 FOR PUZZLE DESIGN AND

PRODUCTION

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the City Manager to execute Contract No. 2025-58 with Dowdle Studios to provide rendering and production of original artwork in mural and puzzle format, and assistance with promotion of the "Missing Piece" event.

BACKGROUND

The attached agreement concerns the rendering and production of original artwork, special edition puzzles, limited-edition prints, certificates of authenticity, laser-cut wooden puzzles, and a legacy wall mural for launch at the State of the City Event to be held on November 5, 2025.

Dowdle Studios will also participate in the Unveiling Event and the Missing Pieces Ceremony, wherein designated individuals will be recognized by placing missing puzzle pieces on the Legacy Wall Puzzle. The artist will grant the City a limited license related to marketing, sales, and display. Additionally, Dowdle Studios will coordinate with the Communications Department on marketing and promotion.

FISCAL IMPACT AND FUNDING SOURCE

Funding of the contract will be through the General Fund in an amount not to exceed $250,000.00. This contract will also provide Dowdle Studios with an advance payment of $100,000.00 with the remaining funds to be distributed upon completion.

ATTACHMENT(S)

1. Resolution

2. Dowdle Studios Contract

ITEM 9.8. ATTACHMENT 1
Resolution No. XX-2025 Page 1 of 1

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2025

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

STATE OF CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE CONTRACT NO. 2025-58 WITH DOWDLE STUDIOS, LLC IN AN AMOUNT NOT TO EXCEED $250,000

FOR PUZZLE DESIGN AND PRODUCTION

WHEREAS, the City of Rancho Cordova wishes to contract with Dowdle Studios, LLC for the rendering and production of original artwork, special edition puzzles, limited-edition prints, certificates of authenticity, laser-cut wooden puzzles, and a legacy wall mural for launch at the State of the City Event to be held on November 5, 2025; and

WHEREAS, Dowdle Studios, LLC will participate in the Unveiling Event and the Missing Pieces Ceremony, wherein designated individuals will be recognized by placing missing puzzle pieces on the Legacy Wall Puzzle; and

WHEREAS, the City of Rancho Cordova shall be granted a limited license related to marketing, sales, and display; and
WHEREAS, those services will exceed the maximum amount the City Manager has authorization to approve; and
WHEREAS, there are sufficient funds budgeted to cover the costs of the contract.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA does authorize the City Manager to execute Contract No. 2025-58 in an amount not to exceed $250,000 with Dowdle Studios, LLC, in a form approved by the City Attorney.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 17th day of March 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Siri Pulipati, Mayor

Stacy Leitner, CMC
City Clerk

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 1 of 15

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF RANCHO CORDOVA AND

DOWDLE STUDIOS, LLC
THIS AGREEMENT for professional services is made by and between the City of Rancho Cordova, a California municipal corporation (“City”), and Dowdle Studios, LLC (“Professional”) as of March 17, 2025.

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, 2025, the date of completion specified in Exhibit A.

Professional shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8.

The time provided to Professional to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8.

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

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

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

Section 2. COMPENSATION. City hereby agrees to pay Professional a sum not to exceed $250,000, notwithstanding any contrary indications that may be contained in Professional’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Professional’s proposal, attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Professional for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Professional for services rendered pursuant to this Agreement. Professional shall submit all

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 2 of 15

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

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

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

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

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 3 of 15

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

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

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

2.6 Reimbursable Expenses. Reimbursable expenses, if any, are set forth in Exhibit B, and shall not exceed Two Hundred Fifty Thousand Dollars ($250,000). Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

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

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

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

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 4 of 15

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

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

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

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

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

4.2 Commercial General and Automobile Liability Insurance.

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 5 of 15

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

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 6 of 15

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

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

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

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

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

4.4 All Policies Requirements.

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 7 of 15

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

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

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

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

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

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 8 of 15

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

Section 5. INDEMNIFICATION AND PROFESSIONAL’S RESPONSIBILITIES.

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 9 of 15

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

Section 6. STATUS OF PROFESSIONAL.

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

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

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

Section 7. LEGAL REQUIREMENTS.

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 10 of 15

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.

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 30 days’ written notice to City and shall include in such notice the reasons for cancellation.

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 11 of 15

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

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

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

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

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

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

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

8.6.1Immediately terminate the Agreement;

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

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 12 of 15

Section 9. KEEPING AND STATUS OF RECORDS.

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

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

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

Section 10 MISCELLANEOUS PROVISIONS.

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 13 of 15

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

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

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

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

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

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

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 14 of 15

10.9 Contract Administration. This Agreement shall be administered by Maria Kniestedt ("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:

Any written notice to City shall be sent to:

Maria Kniestedt
Communications & Public Affairs Director
2729 Prospect Park Drive, Suite 220
Rancho Cordova, CA 95670
[email protected]

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

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

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

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58
Revised 10-31-2023
Professional Services Agreement between March 17, 2025
City of Rancho Cordova and Dowdle Studios, LLC Page 15 of 15

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

CITY OF RANCHO CORDOVA PROFESSIONAL
______________________________ ______________________________ Micah Runner, City ManagerEric Dowdle, Owner
Date: ____________________ Date: ____________________
Attest:
______________________________
Stacy Leitner, CMC, City Clerk
Date: ____________________
Approved as to Form:
______________________________
Adam U. Lindgren, City Attorney
Date: ____________________

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58

EXHIBIT A and B

SCOPE OF SERVICES/COMPENSATION SCHEDULE
.The City hereby engages the Artist to create and provide the following Original Artwork and derivative products (“Products”) and or services;
1) Original Work of Art
Dimensions: 32 in X 40 in (size)
Medium: Acrylic painting
Description: According to the Artist’s creative
expression and sole discretion, he shall
create an original work of art consistent
with the Art’s folk art style, featuring the
City and the Artist’s vision of the City’s
unique features and attributes.

Estimated Value $125,000
2) Special Edition Puzzles
The Artist shall create a new original Puzzle design, featuring the commissioned Artwork. Included in this Agreement, the Artist shall have manufactured and delivered to the City, prior to the mutually agreed upon Unveiling Event date of November 1, 2025, Six Thousand (6,000) boxed Special Edition puzzles (500 piece).

Dowdle Puzzles Manufacturer Suggested Retail Price (MSRP) of $25 each. Retail Value: $150,000.00
Wholesale Purchase Obligation: $75,000.00
The City may purchase additional Puzzles at the included wholesale prices, plus shipping for 2 yrs from the effective date.
3) Limited Edition Prints
(8) 32 x 40 Hand Signed by Artist, Numbered, Limited Edition Giclee Canvas Framed Prints.

Value: $1800 Each, Total $14,440
4) Certificates of Authenticity

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58

Artist will provide City with a Certificate of Authenticity for the Original 32 in. X 40 in. Painting and each of the Eight Limited Edition Canvas Prints. 5) Legacy Wall Puzzle
Artist will create and provide to the City an 8 ft. x 10 ft. Wall Puzzle featuring the original City artwork design.

Size: 8 ft. x 10 Ft.

Materials: Wood, Acrylic, Plastic
6) Laser Cut Wooden Puzzles
Artist will create and provide to the city 416 Laser Cut Wooden Puzzles @ 300 pieces at a wholesale price point.
(300 piece count is at a wholesale price point of $120 per puzzle. 500 piece count the cost per unit goes up to $180 per puzzle. 7) Artist Participation in the Unveiling Event
Artist will participate in the Unveiling Event and the Missing Pieces Ceremony, wherein the City’s designated individuals will be recognized on stage and place the puzzle piece which they represent, into the Wall Puzzle, signifying the ceremonial completion of the Wall Puzzle providing a tangible example that it is the culmination of many unique people, talents, experiences and contributions that together create your community.

Event Date: November 5, 2025 – State of the City Event
Parties will work together towards the planning of the Unveiling Event, with the City responsible for location, arrangements, staffing, planning, materials, logistics, security, permits etc.

LICENSES
License to Market & Sell Artist grants to the City a limited License to promote, sell, market, advertise, and display the Special Edition Dowdle Puzzles and Art Prints (Products), included in this agreement, for a period of 2 years, from the Effective date.

License for Use Dowdle Artist grants the City a Limited License to the City, for the use of the Artist name, trademark, logo, likeness and images of the original artwork to announce, sell, promote, market and the sale of the Artwork, Wall Puzzle,

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58

Products included herein, the Unveiling Event and any other City event where Artwork and/or Products will be sold or marketed.

License to Display Artist grants The City a License to Display publicly the Original Art, the Limited Edition Prints and the Wall Puzzle, in perpetuity.

License to Sell Art Artist grants the City the right to sell, give or transfer the ownership of the Original 32 in x 40 in Painting and the Eight (8) Limited Edition Canvas Prints. The Artist retains ALL Copyrights and other common law artists rights except those licensed to the City herein, according to the terms and limitations of this Agreement. No Copyrights are included, bestowed, implied or transferred, based on ownership of any physical piece of Art, as described herein.

License for Use - City IP Nothing in this Agreement shall be interpreted as an interest in, or transfer of rights to the City name, logos or trademarks, to the Artist. The City hereby grants to the Artist the right to use and incorporate into the original work of art the City name, logos and trademarks.

Missing Pieces Ceremony As part of Exhibit A, the City may designate up to 10 individual people, places or things, who will be specifically depicted in the Artwork. Each designated person will participate in the Missing Piece Ceremony during the Unveiling Event.

During the Event, after the nearly completed Wall Puzzle is unveiled, the Artist will offer a brief bio describing the designated representative and their significance to the community (or the reason they have been selected to participate) and call them on stage. They will receive the missing puzzle piece representing them, and then they will place their individual puzzle piece into the Legacy Puzzle Wall, completing the puzzle.

The Missing Piece Ceremony participants can be an individual, a group or a person representing a business, location, historic site or community organization. The City shall select the individuals they want to participate in the event. The City must provide a photo of each person, business, and/or logo to help the artist accurately depict them. If describing a person, include at least one unique trait or item that reflects them, like running shoes, a cowboy hat, pizza, riding a horse, or on a motorcycle.

Creative License As part of creative process and in an effort to create an original work of art that reflects the City's unique features, the Artist will research the City's landmarks, topography, scenery, notable people, buildings, history, traditions, events, and overall aesthetic.

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58

In the creation of the Original Artwork, the Artist will make a good faith effort to incorporate items from City’s Recommendations (Exhibit A), at the Artist’s sole discretion, according to his overall artistic vision and expression.

City acknowledges and understands the original work of Art will be created in a manner consistent with the Artist’s folk art style which is whimsical interpretation of the subject City’s features and attributes. It is further understood that the overall design, layout and features will reflect a creative, whimsical style and is not intended to portray the City in an exact likeness, nor will it be a to scale rendering, map or index of the City. The Artist will use his experience, creativity and imagination to express the overall unique attributes and character of the City.

The final design concept, layout, features and overall creative vision and interpretation shall be at the Artist’s sole discretion.

City may “Pre-Sell” Products prior to the Unveiling Event, upon the payment of all payment installments due prior to the Unveiling Event. The City may engage in “pre-selling”, reservations, or other promotional activities, prior to the Unveiling Event, in accordance with the guidelines outlined herein.

Delivery of Products Upon receiving physical delivery of Products, City assumes responsibility for storage, sales, marketing, payment processing, distribution, record keeping and delivery of sold products, unless otherwise mutually agreed upon in writing.

Additional Products City may purchase additional products from the Artist, at the original wholesale price, plus shipping, per Exhibit C
Suggested Retail Price Products have a Suggested Retail Prices, per Exhibit C, however City may determine the final Retail price offered to the public.

Marketing The Artist and City will work together to coordinate, create and distribute marketing materials, social media posts & co-branded content, to promote awareness and excitement around the Project & event.

At the City’s direction and the Artist’s schedule, the Artist is willing to coordinate with and participate in media interviews to promote the Project. The Artist shall use his social media accounts to announce and promote the City’s Unveiling Event, including posting links for the public to purchase puzzles online. The Artist

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58

and City’s public relations, social media and marketing team members will endeavor to collaborate and work together to maximize the awareness of this project, sales and participants.

Contractor Artist shall be deemed an independent contractor with respect to City and the performance of services herein. As such, the Artist shall be responsible for the compensation, wages, Federal, State and Local taxes, Workers’ compensation for Artist and any employees or agents of Artist while performing work or services related to the fulfillment of this Project.

Shipping The cost of the shipping of Puzzles and Artwork will be added to the City s final invoice. The Studio will provide City with the itemized shipping cost details on the final invoice.

Artist agrees to indemnify and hold harmless City and its trustees, officers, employees, agents and affiliates against any third party claims related to the Art created by Artist. City agrees to indemnify and hold harmless Artist against any costs, expenses, insurance, damages, liabilities, legal expenses or other liabilities related to the related to the fulfillment of this agreement.

Entire Agreement This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes any prior written or oral discussions between the parties related to the subject matter of this Agreement. Any future modifications must be mutually agreed to and in writing.

Severability If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law.

Confidentiality This Agreement may contain private, proprietary, competitive information,
as such the Artist hereby requests that, to the extent allowable under law, that this agreement and related information, be treated as “Confidential”, and should be hereby protected from public release, as permitted by Law.

This shall not prohibit the City from engaging in any routine, necessary or required discussions, notices, votes or any other duties required under law or procedure.

PROJECT DELIVERABLES

ITEM 9.8. ATTACHMENT 2
CONTRACT NO.: 2025-58

Art Commission Project Package: $249,920 USD, Plus Shipping Project Includes:

Original Artwork Design
Creation 32”x 40” Original
Painting
Eight (8) x Limited Edition
Canvas Prints 6,000 Special Edition
Puzzles (500 pc)
x Legacy Wall Puzzle
Unveiling Event & Missing Piece Ceremony
Artist will participate in the Unveiling Event & Missing Piece Ceremony
•416 Laser Cut Wooden Puzzles
Social Media Marketing & Promotion

MILESTONES & PAYMENR SCHEDULE
Agreement Signed (Effective Date): 50% Fee due, $100,000 Addendum A. Suggested Features List: Due 15 days from
Effective Date Pencil Sketch Draft Review & Discussion:30 days from receiving Exhibit A Final Approval of Pencil Sketch 45 days from Effective 2nd Payment Installment 25% ($50,000), Due upon Sketch
Approval Artwork & Products delivered to City Minimum 8 months from Effective Date Unveiling Event Minimum 8 months from Effective
Final Installment Payment 25% ($50,000), Due upon
Delivery of Art/Products +
Shipping

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 9.9.

DATE: March 17, 2025

TO: Honorable Mayor and Council Members

FROM:

Stacy Delaney, Senior Management Analyst
Megan Siren, Assistant to the City Manager
Micah Runner, City Manager

SUBJECT: A RESOLUTION AFFIRMING OUR COMMITMENT TO LITERACY

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

By adopting the Resolution, the City of Rancho Cordova demonstrates its dedication to improving literacy outcomes for all Rancho Cordova students by continuing to support programs and initiatives that focus on achieving equitable literacy outcomes, providing access to high- quality books, and creating lifelong learning opportunities for our community.

BACKGROUND

The Sacramento County Office of Education (SCOE) unanimously adopted a resolution in September 2024, which affirms the Board's commitment to improving literacy outcomes for all students in the region. The resolution is part of the Sacramento County READS initiative to improve literacy outcomes for all Sacramento County learners. The countywide initiative focuses on evidence-based literacy practices and is grounded in the science of reading. The initiative recognizes the importance of creating strong connections with partners that support literacy. It also has goals of engaging families in opportunities and experiences that promote literacy, creating coherent systems that support improved outcomes, and sharing best practices and resources. SCOE invited school districts and other groups to support the campaign by adopting similar resolutions. In March of this year, the Folsom Cordova Unified School District demonstrated their dedication to improving literacy outcomes and fostering a culture of lifelong learning for all students within the district by adopting a commitment to literacy resolution.

Similarly, the City of Rancho Cordova supports evidence-based literacy practices and systems of support to improve the outcomes for our community members and the larger region as a whole.

Over the last decade, the city has invested funding into multiple literacy efforts. This includes expanding home libraries with free books in partnership with a local non-profit. The city also purchased and installed book vending machines at places like the Rancho Cordova Youth Center. Investments were also made to enhance the offerings at local school libraries, expanding the quality and number of books available at Rancho Cordova school sites. The city

City Council Staff Report - Page 2 of 2

also brought complementary experiential services to students in the form of workshops on poetry, creative writing, speech and debate, and more.

FISCAL IMPACT AND FUNDING SOURCE

There is no fiscal impact.

ATTACHMENT(S)

1. Resolution

ITEM 9.9. ATTACHMENT 1
Resolution No. XX-2025 Page 1 of 2

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2025

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

STATE OF CALIFORNIA, OUR COMMITMENT TO LITERACY

WHEREAS, the City of Rancho Cordova acknowledges that literacy is a fundamental skill and a building block necessary for individual, citywide, and regional success; and

WHEREAS, the statewide assessment results for Sacramento County show a need for literacy improvement in the region; and

WHEREAS, the City of Rancho Cordova joins the Sacramento County Office of Education (SCOE) and local school districts like the Folsom Cordova Unified School District in supporting evidence-based reading instruction and a coherent system of support to improve literacy outcomes; and
WHEREAS, Sacramento County READS is a countywide initiative aimed at improving literacy outcomes for all Sacramento County learners; and WHEREAS, the Sacramento County READS program has developed guiding principles to be implemented in their entirety. Specifically, they call for:

1. Designing educational systems where science of reading practices thrive from early learning through adult education.

2. Ensuring equitable access to high-quality instructional materials and practices for every learner, inclusive of all languages, backgrounds and disabilities.

3. Promoting linguistic and cultural diversity in reading and literacy education.

4. Allocating resources to support implementation of science of reading-aligned practices.

5. Developing and empowering literacy leaders at all levels of the organization through ongoing professional development and coaching.

6. Utilizing comprehensive literacy assessment systems, including universal screening, to inform instruction.

7. Addressing individual student needs through Multi-Tiered Systems of Support, using data-based decision-making and continuous improvement.

8. Engaging family and community partners in opportunities and activities grounded in the science of reading.

9. Hiring well-trained educators aligned to the Sacramento County READS mission and vision.
and;
WHEREAS, the Sacramento County READS framework encourages collaboration to support the goals of:
•Building a sense of urgency to support a countywide campaign focused on improved literacy outcomes.
•Creating connections between community leaders and organizations to support literacy within local contexts and countywide.

ITEM 9.9. ATTACHMENT 1
Resolution No. XX-2025 Page 2 of 2
•Engaging families in opportunities and experiences that promote literacy. •Convening Local Education Agency (LEA) teams in a community of practice to develop knowledge and skills, build capacity, and create coherent systems that support improved literacy outcomes.
•Sharing best practices and resources.
and;
WHEREAS, the City of Rancho Cordova recognizes the crucial role it can play in supporting important policies, programs, and initiatives that advance literacy in Rancho Cordova and beyond.

NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA affirms its commitment to being a strong advocate of the Sacramento County READS initiative that promotes reading and literacy success for all learners within the larger community and supports future initiatives specifically aimed at improved outcomes for Rancho Cordova students.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 17th day of March 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Siri Pulipati, Mayor

Stacy Leitner, CMC
City Clerk

City Council Staff Report - Page 1 of 4
\

MEMORANDUM
ITEM 9.10.

DATE:March 17, 2025
TO:Honorable Mayor and Council Members
FROM:Kim Juran-Karageorgiou,
Administrative Services Director
SUBJECT: TREASURER’S REPORT – DECEMBER 31, 2024

RECOMMENDATION
This report is informational only. It is recommended that the City Council receive and file the December 31, 2024 Treasurer’s Report.

RESULT OF RECOMMENDED ACTION
The Treasurer’s Report is required to be submitted to the City Council at least quarterly in accordance with California Government Code Section 53600 et. seq. The purpose of the Treasurer’s Report is to update the City Council and the public on the status of the City’s cash balances and investments and highlight material changes from one period to another. The scope of this report covers the fourth quarter of the 2024 calendar year ending December 31, 2024, and is in compliance with the State’s reporting requirements.

BACKGROUND
Attached is the quarterly Treasurer’s Report for the period ending December 31, 2024.

Treasurer’s Reports are provided to the City Council on a quarterly basis.

At September 30, 2024, the value of the City’s total portfolio was $377.6 million. Since that time, the City’s cash balances decreased by $10.7 million with an ending balance of $366.9 million as of December 31, 2024. The funds are held as follows:

Investment Distribution Book Value Market Value
Cash at Banking Institutions 163,585,966 163,585,966
Local Agency Investment Fund (LAIF) 6,705,326 6,705,326 CAMP Pool 63,944,990 63,944,990
CAMP Managed Account 65,685,407 65,916,640
Insight Investment 66,818,976 66,715,446
Total 366,740,665 366,868,368

City Council Staff Report - Page 2 of 4
The fourth quarter of 2024 saw an increase in yields and volatility as investors contemplated the potential impact of the new administration’s policy proposals. The Fed cut the overnight policy rate by 25 bps at both its November and December meetings to bring the new target range to

4.25%-4.50%. The Fed’s updated “dot plot” indicated only 50 bps of rate cuts in 2025, which has resulted in the market generally expecting the Fed to pause rate cuts for some time.

The City’s cash balance as of December 31, 2024, was allocated by fund type/purpose as follows:
•Unrestricted General Fund/Community Enhancement & Investment Fund: $25.2 million •Sunrise Development Impact Fees (restricted for specific improvements needed as a result of development in the area): $44.2 million
•Transportation Funds: $115.1 million
•Storm Drain Fund: $22.1 million
•Capital Projects/Grant/Special Revenue Funds: $116.2 million •Agency Funds (funds held for other entities): $43.9 million The overall portfolio is well diversified with $132.5 million invested in marketable securities, $70.6 million is invested in short-term investments that are considered liquid (LAIF, CAMP, and money markets), and another $163.6 million is on deposit with our banks, which includes $5.7 million on deposit with one local bank as part of the City’s participation in a local banking initiative. Staff, in conjunction with our financial advisors, periodically review the mix of liquid and Cash at Banking
Institutions 44.6%
Local Agency
Investment Fund
(LAIF) 1.8%
CAMP Pool 17.4%,
CAMP Managed
Account 18.0%
Insight Investment

18.2%
Investment Portfolio

City Council Staff Report - Page 3 of 4
long-term investments and adjusts the portfolio according to the market conditions and our short-term cash needs.

Staff thoroughly review investment statements and make appropriate inquiries of its investment advisors to confirm the existence and viability of the City’s assets. The City invests conservatively in investment policy options in accordance with California State Government Code. The long-term assets are in securities that can be held to maturity, thus are less vulnerable to the fluctuations of the market. All securities are in compliance with the City’s investment policy. There are sufficient funds to meet the City’s expenditure requirements for the next six months.

The distribution of investments are displayed in the following charts:

Under 1 Year

70.6%
1 to 3 Years

16.3%
Over 3 Years

13.1%
Investment Ladder

City Council Staff Report - Page 4 of 4

ATTACHMENT(S)

1. City of Rancho Cordova Treasurer’s Report for the Quarter Ended December 31, 2024 Short Term Investment Pool 63.9%U.S. Treasury Bond / Note 14.2% Bank Note 0.2%
Municipal Bond /
Note 0.5%
Federal Agency
Commerical Mortgage-
Backed Security 2.9%
Federal Agency Bond /
Note 6.6%
Corporate Note 3.6%
Corporate Bonds 5.3% Certificate of Deposit 0.5% Asset-Backed Security 2.4% Allocation By Security Type

Security Held Book Value Market Value Average Yield
Wells Fargo Bank 157,849,318 157,849,318 4.4% 5 Star Bank 5,736,648 5,736,648 4.6%
Local Agency Investment Fund (LAIF) 6,705,326 6,705,326 4.6% CAMP Pool 63,944,990 63,944,990 4.5% CAMP Managed Account 65,685,407 65,916,640 varies by holding Insight Investment 66,818,976 66,715,446 varies by holding Total 366,740,665 366,868,368

CITY OF RANCHO CORDOVA

TREASURER'S REPORT
FOR THE QUARTER ENDED December 31, 2024
ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

ITEM 9.10.

ATTACHMENT 1

SECURITIES HELD
As of December 31, 2024

CITY OF RANCHO CORDOVA
Amortized cost Fair value Unrealized
gain
(loss)
Coupon Maturity/
Call date
Historical costCusip Total
accrued
interest
%
Port
cost
Par value or
shares
Description
Cash and Cash Equivalents

0.000 4 2,416.86 42,416.86 0.00 0.00 0.0642,416.8642,416.86Cash and Cash Equivalents Total Cash and Cash Equivalents 42,416.86 42,416.86 42,416.86 0.00 0.060.0042,416.86 Corporate Bonds
166764BW9 1 .554 05/11/2025 1,525,696.00 1,591,012.17 (8,389.93) 3,453.33 04/11/2025

2.321,582,622.241,600,000.00CHEVRON CORP 1.554% 11MAY2025 (CALLABLE 11APR25)
24422ETC3 3.400 09/11/2025 593,280.00 598,449.23 (3,368.59) 6,233.33 0.90595,080.64600,000.00JOHN DEERE CAPITAL CORP 3.4% 11SEP2025 478160BY9 2.450 03/01/2026 949,330.00 978,030.82 (423.06) 8,166.67 12/01/2025

1.44977,607.761,000,000.00JOHNSON & JOHNSON 2.45% 01MAR2026 (CALLABLE 01DEC25)
06051GFX2 3.500 04/19/2026 768,064.00 784,809.35 3,200.30 5,600.00 1.17788,009.65800,000.00BANK OF AMERICA CORP 3.5% 19APR2026 023135BX3 1.000 05/12/2026 902,520.00 953,972.98 2,766.69 1,361.11 04/12/2026

1.37956,739.671,000,000.00AMAZON.COM INC 1% 12MAY2026 (CALLABLE 12APR26)
46625HRS1 3.200 06/15/2026 949,700.00 980,395.32 591.26 1,422.22 03/15/2026

1.44980,986.581,000,000.00JPMORGAN CHASE & CO 3.2% 15JUN2026 (CALLABLE 15MAR26)
693475AX3 2.600 07/23/2026 741,568.00 769,539.61 5,366.97 9,128.89 05/24/2026

1.13774,906.58800,000.00PNC FINANCIAL SERVICES 2.6% 23JUL2026 (CALLABLE 23MAY26)
037833DN7 2.050 09/11/2026 609,082.50 620,378.44 4,913.96 4,071.53 07/11/2026

0.93625,292.40650,000.00APPLE INC 2.05% 11SEP2026 (CALLABLE 11JUL26) 89236TDR3 3.200 01/11/2027 1,031,052.00 1,058,687.71 12,029.85 16,622.22 1.571,070,717.561,100,000.00TOYOTA MOTOR CREDIT CORP 3.2% 11JAN2027 24422EWD7 2.350 03/08/2027 553,404.00 572,557.81 (49.34) 4,425.83 0.84572,508.47600,000.00JOHN DEERE CAPITAL CORP 2.35% 08MAR2027 8 ITEM 9.10.

ATTACHMENT 1

SECURITIES HELD
As of December 31, 2024

CITY OF RANCHO CORDOVA
Amortized cost Fair value Unrealized
gain
(loss)
Coupon Maturity/
Call date
Historical costCusip Total
accrued
interest
%
Port
cost
Par value or
shares
Description
Corporate Bonds
437076CA8 2 .500 04/15/2027 1,398,930.00 1,439,402.07 (4,173.21) 7,916.67 02/15/2027

2.131,435,228.861,500,000.00HOME DEPOT INC 2.5% 15APR2027 (CALLABLE 15FEB27)
91159HHR4 3.150 04/27/2027 789,072.00 812,336.24 10,165.01 4,760.00 03/27/2027

1.20822,501.25850,000.00US BANCORP 3.15% 27APR2027 (CALLABLE 27MAR27) 194162AN3 3.100 08/15/2027 1,501,091.98 1,525,366.93 (9,420.48) 18,351.31 07/15/2027

2.281,515,946.451,567,000.00COLGATE-PALMOLIVE CO 3.1% 15AUG2027 (CALLABLE 15JUL27)
037833DB3 2.900 09/12/2027 850,563.00 871,849.58 (6,211.93) 7,902.50 06/12/2027

1.29865,637.65900,000.00APPLE INC 2.9% 12SEP2027 (CALLABLE 12JUN27) 89236TKL8 5.450 11/10/2027 512,655.00 508,286.49 3,407.14 3,860.42 0.78511,693.63500,000.00TOYOTA MOTOR CREDIT CORP 5.45% 10NOV2027 02665WED9 4.700 01/12/2028 611,328.00 607,350.07 (8,850.85) 13,238.33 0.93598,499.22600,000.00AMERICAN HONDA FINANCE 4.7% 12JAN2028 02665WEM9 5.125 07/07/2028 713,811.00 710,801.57 (6,031.66) 17,339.58 1.08704,769.91700,000.00AMERICAN HONDA FINANCE 5.125% 07JUL2028 931142ES8 1.500 09/22/2028 901,490.00 902,578.91 (4,340.07) 4,125.00 07/22/2028

1.37898,238.841,000,000.00WALMART INC 1.5% 22SEP2028 (CALLABLE 22JUL28) 17325FBB3 5.803 09/29/2028 1,033,740.00 1,026,792.93 4,332.38 14,829.89 08/29/2028

1.571,031,125.311,000,000.00CITIBANK NA 5.803% 29SEP2028 (CALLABLE 29AUG28) 61747YFA8 5.123 02/01/2029 800,040.00 800,030.97 2,190.38 17,076.67 02/01/2028

1.22802,221.35800,000.00MORGAN STANLEY 5.123% 01FEB2029 (CALLABLE 01FEB28)
17275RBR2 4.850 02/26/2029 998,640.00 998,819.18 7,475.36 16,840.28 01/26/2029

1.521,006,294.541,000,000.00CISCO SYSTEMS INC 4.85% 26FEB2029 (CALLABLE 26JAN29)
9 ITEM 9.10.

ATTACHMENT 1

SECURITIES HELD
As of December 31, 2024

CITY OF RANCHO CORDOVA
Amortized cost Fair value Unrealized
gain
(loss)
Coupon Maturity/
Call date
Historical costCusip Total
accrued
interest
%
Port
cost
Par value or
shares
Description
Corporate Bonds
61747YFF7 5 .449 07/20/2029 515,760.00 514,388.59 (8,847.20) 12,184.57 07/20/2028

0.78505,541.39500,000.00MORGAN STANLEY 5.449% 20JUL2029 (CALLABLE 20JUL28)
Total Corporate Bonds 19,250,817.48 19,625,836.97 19,622,169.95 (3,667.02) 29.26 198,910.3520,067,000.00 Government Agencies
3130AL2A1 0 .500 02/10/2025 1,002,860.00 1,000,000.00 (4,219.76) 1,958.33 1.52995,780.241,000,000.00FEDERAL HOME LOAN BANK 0.5% 10FEB2025 CALLABLE 3137EAEX3 0.375 09/23/2025 1,017,610.00 1,066,248.33 3,510.20 1,122.92 1.551,069,758.531,100,000.00FREDDIE MAC 0.375% 23SEP2025 3133ENP95 4.250 09/30/2025 1,151,759.50 1,150,441.10 (727.50) 12,218.75 1.751,149,713.601,150,000.00FEDERAL FARM CREDIT BANK 4.25% 30SEP2025 3133EPYK5 5.125 10/10/2025 1,101,749.00 1,100,705.65 6,046.41 12,684.38 1.671,106,752.061,100,000.00FEDERAL FARM CREDIT BANK 5.125% 10OCT2025 3133EPMB8 4.125 12/08/2025 1,484,865.00 1,494,245.64 4,712.57 3,953.13 2.261,498,958.211,500,000.00FEDERAL FARM CREDIT BANK 4.125% 08DEC2025 3133EPCF0 4.500 03/02/2026 1,120,416.00 1,108,213.11 (4,823.12) 16,362.50 1.701,103,389.991,100,000.00FEDERAL FARM CREDIT BANK 4.5% 02MAR2026 3133EPHH1 4.000 04/28/2026 906,378.30 902,854.71 (5,413.39) 6,300.00 1.38897,441.32900,000.00FEDERAL FARM CREDIT BANK 4% 28APR2026 3130AN4T4 0.875 06/12/2026 903,900.00 953,205.04 (426.45) 461.81 1.37952,778.591,000,000.00FEDERAL HOME LOAN BANK 0.875% 12JUN2026 3130AWLZ1 4.750 06/12/2026 1,146,607.50 1,148,223.79 9,034.77 2,882.99 1.741,157,258.561,150,000.00FEDERAL HOME LOAN BANK 4.75% 12JUN2026 3133EPNG6 4.375 06/23/2026 1,000,360.00 1,000,177.17 1,170.29 972.22 1.521,001,347.461,000,000.00FEDERAL FARM CREDIT BANK 4.375% 23JUN2026 10 ITEM 9.10.

ATTACHMENT 1

SECURITIES HELD
As of December 31, 2024

CITY OF RANCHO CORDOVA
Amortized cost Fair value Unrealized
gain
(loss)
Coupon Maturity/
Call date
Historical costCusip Total
accrued
interest
%
Port
cost
Par value or
shares
Description
Government Agencies
3133ENV72 4 .500 07/27/2026 998,761.20 999,478.55 3,931.55 19,250.00 1.521,003,410.101,000,000.00FEDERAL FARM CREDIT BANK 4.5% 27JUL2026 3130APJH9 1.500 10/28/2026 1,178,866.00 1,241,478.58 4,333.53 3,412.50 01/28/2025

1.791,245,812.111,300,000.00FEDERAL HOME LOAN BANK 1.5% 28OCT2026 (CALLABLE 28JAN25) #0006
3133EPK79 4.375 12/07/2026 1,245,867.50 1,247,342.85 3,915.24 3,645.83 1.891,251,258.091,250,000.00FEDERAL FARM CREDIT BANK 4.375% 07DEC2026 3133ERGT2 4.500 06/11/2027 1,000,520.00 1,000,424.19 3,764.34 2,500.00 1.521,004,188.531,000,000.00FEDERAL FARM CREDIT BANK 4.5% 11JUN2027 3130ATUS4 4.250 12/10/2027 1,206,438.70 1,203,931.46 (5,736.87) 2,975.00 1.831,198,194.591,200,000.00FEDERAL HOME LOAN BANK 4.25% 10DEC2027 3133EN5N6 4.000 01/06/2028 904,194.00 902,571.81 (11,335.64) 17,500.00 1.37891,236.17900,000.00FEDERAL FARM CREDIT BANK 4% 06JAN2028 3130ATS57 4.500 03/10/2028 1,014,989.00 1,009,570.99 (5,899.98) 13,875.00 1.541,003,671.011,000,000.00FEDERAL HOME LOAN BANK 4.5% 10MAR2028 3130AWC24 4.000 06/09/2028 999,822.81 999,877.35 (13,017.12) 2,444.44 1.52986,860.231,000,000.00FEDERAL HOME LOAN BANK 4% 09JUN2028 3130AVBD3 4.500 03/09/2029 989,580.00 991,076.17 11,030.31 14,000.00 1.501,002,106.481,000,000.00FEDERAL HOME LOAN BANK 4.5% 09MAR2029 3130B1BC0 4.625 06/08/2029 609,150.00 608,265.52 (2,933.85) 1,772.92 0.93605,331.67600,000.00FEDERAL HOME LOAN BANK 4.625% 08JUN2029 Total Government Agencies 20,984,694.51 21,128,332.01 21,125,247.54 (3,084.47) 31.89140,292.7221,250,000.00 Government Bonds
91282CGU9 3 .875 03/31/2025 984,143.98 997,801.17 1,175.39 9,793.96 1.50998,976.561,000,000.00USA TREASURY 3.875% 31MAR2025 11 ITEM 9.10.

ATTACHMENT 1

SECURITIES HELD
As of December 31, 2024

CITY OF RANCHO CORDOVA
Amortized cost Fair value Unrealized
gain
(loss)
Coupon Maturity/
Call date
Historical costCusip Total
accrued
interest
%
Port
cost
Par value or
shares
Description
Government Bonds
9128284M9 2 .875 04/30/2025 965,862.73 993,966.90 1,369.04 4,844.61 1.47995,335.941,000,000.00USA TREASURY 2.875% 30APR2025 912828XZ8 2.750 06/30/2025 1,059,999.78 1,090,294.85 1,816.08 0.00 1.611,092,110.931,100,000.00USA TREASURY 2.75% 30JUN2025 912828Y79 2.875 07/31/2025 964,534.60 990,248.16 1,968.64 11,953.13 1.47992,216.801,000,000.00USA TREASURY 2.875% 31JUL2025 91282CAJ0 0.250 08/31/2025 1,279,250.00 1,374,813.52 (11,317.43) 1,179.56 1.941,363,496.091,400,000.00USA TREASURY 0.25% 31AUG2025 9128285J5 3.000 10/31/2025 739,660.72 747,285.72 (4,902.91) 3,791.44 1.12742,382.81750,000.00USA TREASURY 3% 31OCT2025 9128285N6 2.875 11/30/2025 962,347.10 985,917.06 1,786.06 2,448.49 1.46987,703.121,000,000.00USA TREASURY 2.875% 30NOV2025 9128286F2 2.500 02/28/2026 713,645.09 731,293.10 3,970.57 6,319.06 1.08735,263.67750,000.00USA TREASURY 2.5% 28FEB2026 912828YD6 1.375 08/31/2026 913,909.60 955,147.42 (889.61) 4,633.98 1.39954,257.811,000,000.00USA TREASURY 1.375% 31AUG2026 91282CCZ2 0.875 09/30/2026 899,612.73 946,538.33 (2,905.52) 2,211.54 1.37943,632.811,000,000.00USA TREASURY 0.875% 30SEP2026 91282CDK4 1.250 11/30/2026 906,487.73 948,081.75 (2,730.19) 1,064.56 1.38945,351.561,000,000.00USA TREASURY 1.25% 30NOV2026 91282CDQ1 1.250 12/31/2026 904,104.91 945,691.69 (2,605.75) 0.00 1.37943,085.941,000,000.00USA TREASURY 1.25% 31DEC2026 91282CEC1 1.875 02/28/2027 922,698.66 954,788.17 (3,577.23) 6,319.06 1.40951,210.941,000,000.00USA TREASURY 1.875% 28FEB2027 12 ITEM 9.10.

ATTACHMENT 1