Agenda packet — Rocklin City Council, October 22, 2024 (part 3 of 3)

lanes from Caltrans access control limits just east of SR 65 to University Avenue. In 2024, the City proposes to solicit construction bids for an interim condition, which would construct a deceleration lane along Whitney Ranch Parkway from east of the northbound SR 65 off-ramp intersection to a new driveway for Whitney Ranch Retail located on Whitney Ranch Parkway, and install traffic signals at the Whitney Ranch Parkway/University Avenue intersection.

This memorandum summarizes a review of the portions of the Placer Parkway Phase I project located in Rocklin, and the significant impacts and mitigation measures contained in the Placer Parkway Phase I IS/MND that are germane to the City of Rocklin’s approval of project construction in its jurisdiction. Permits are not addressed in detail in this memorandum.

For the Placer Parkway Phase I project, the City of Rocklin is a responsible agency under CEQA, as defined by California Public Resources Code (CPRC). “Responsible agency” means a public agency, other than the lead agency, which has responsibility for carrying out or approving a project (13 CPRC §21069. As such, the City must consider the environmental effects of the project, as shown in the Placer Parkway Phase I IS/MND, prior to reaching a decision on the project, and is responsible for mitigating or avoiding the direct or indirect environmental effects of those parts of the project which it decides to carryout, finance, or approve (CEQA Guidelines §15096).

Environmental Impact Review
Table 1, below, lists the CEQA checklist issue areas for which significant impacts were identified for the Placer Parkway Phase 1 project in the IS/MND. The title of the mitigation measures adopted by Placer County to reduce each significant impact to less-than-significant levels are listed in the second column. A review of the project footprint, impact limits, and U.S. Army Corp of Engineers and U.S. Fish and Wildlife permit applications for the portions in the city of Rocklin was done to determine the applicability of the CEQA impact and mitigation measure. Whether the impact and mitigation is germane to the construction of the portion of the project in the jurisdiction of the City of Rocklin (the city limits), including the interim condition described previously, is noted in the third column. Where there are differences in the applicability of measures between the interim condition and full build out of Placer Parkway Phase I, those differences are noted. The full text of the applicable mitigation measures are included in the final section of this memorandum.

Table 1. Significant Impacts and Mitigation Measures In Placer Parkway Phase I IS/MND Placer Parkway Phase I
Significant Impact Issue Area
Placer Parkway Phase I
Mitigation Measure (MM) Applicability to Project in Rocklin Aesthetics: Substantially
degrade the existing visual
character or quality of the site
and its surroundings.

MM AES-1: Use Native Grass and
Wildflower Species in Erosion
Control Grassland Seed Mix
MM AES-2: Replant Trees to Provide
a Visual Buffer between the Proposed
Placer Parkway and Rio Bravo
Rocklin
MM AES-3: Implement Measures to
Comply with Tree Ordinance
Not applicable.

Significant impact and mitigation are not in
Rocklin project or city limits.
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Placer Parkway Phase I
Significant Impact Issue Area
Placer Parkway Phase I
Mitigation Measure (MM) Applicability to Project in Rocklin Air Quality: Violate any air
quality standard or contribute
substantially to an existing or
projected air quality violation.

MM AQ-1: Reduce Construction
Emissions to Below PCAPCD NOX
Thresholds
Applicable.

Mitigation applies.

Air Quality: Result in a
cumulatively considerable net
increase of any criteria pollutant
for which the project region is a
nonattainment area for an
applicable federal or state
ambient air quality standard
(including releasing emissions
that exceed quantitative
thresholds for ozone
precursors).

MM AQ-1: Reduce Construction
Emissions to Below PCAPCD NOX
Thresholds
Applicable.

Mitigation applies.

Biological Resources: Have a
substantial adverse effect, either
directly or through habitat
modifications, on any species
identified as a candidate,
sensitive, or special-status
species in local or regional plans,
policies, or regulations, or by the
California Department of Fish
and Game or U.S. Fish and
Wildlife Service.

MM BIO-1: Install Fencing and/or
Flagging to Protect Sensitive
Biological Resources
MM BIO-2: Conduct Mandatory
Environmental Awareness Training
for Construction Personnel
MM BIO-3: Retain a Biologist to
Conduct Periodic Monitoring during
Construction in Sensitive Habitats
MM BIO-4: Protect Water Quality and
Minimize Sedimentation Runoff in
Wetlands and Other Waters outside
the Project Limits
MM BIO-5: Avoid and Minimize
Potential Indirect Impacts on Vernal
Pool Fairy Shrimp and Vernal Pool
Tadpole Shrimp Habitat
MM BIO-6: Compensate for Direct
and Indirect Impacts on Vernal Pool
Fairy Shrimp and Vernal Pool
Tadpole Shrimp Habitat
MM BIO-7: Conduct Vegetation
Removal during the Non-Breeding
Season and Conduct Preconstruction
Surveys for Swainson’s Hawk
MM BIO-8: Compensate for
Permanent Removal of Swainson’s
Hawk Foraging Habitat
MM BIO-9: Conduct Preconstruction
Surveys for Burrowing Owl and
Establish No Activity Zones, if
Necessary
MM BIO-10: Conduct Vegetation
Removal during the Non-Breeding
Season and Conduct Preconstruction
Surveys for Nesting Migratory Birds
and Raptors
Applicable, with exceptions.

Certain permits mentioned in MM BIO-4 are not
applicable to the Interim Condition, such as
obtaining a 401 Water Quality Certification and
a Lake and Streambed Alteration Agreement.

Construction best management practices will be
employed and followed, per the measure and
applicable permit conditions, to minimize
introduction of construction-related
contaminants and sedimentation runoff.

MM BIO-5 does not apply to the proposed
Interim Condition because shrimp habitat in the
vicinity of the interim design was removed
during construction of the Whitney Ranch
Parkway Interchange project, as authorized for
that separate project by permits obtained in
2014, or will be concurrently removed during
construction of the separately authorized
Whitney Ranch Retail development project to
the south.

MM BIO-6 does not apply to the proposed
Interim Condition because compensatory
mitigation requirements for direct and indirect
impacts on vernal pools mapped within the
overlapping impact limits of the Placer Parkway
Phase I project and the Whitney Ranch
Interchange project in Rocklin occurred during
construction of the Whitney Ranch Parkway
Interchange, as authorized for that separate
project by permits obtained in 2014. Also, the
Biological Opinion issued for Placer Parkway
Phase I in 2016 took into account the Whitney
Ranch Parkway Interchange Project.
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Placer Parkway Phase I
Significant Impact Issue Area
Placer Parkway Phase I
Mitigation Measure (MM) Applicability to Project in Rocklin Biological Resources: Have a
substantial adverse effect on any
riparian habitat or other
sensitive natural community
identified in local or regional
plans, policies, or regulations, or
by the California Department of
Fish and Game or U.S. Fish and
Wildlife Service.

Certain permits mentioned in MM BIO-4 are not
applicable to the Interim Condition, such as
obtaining a 401 Water Quality Certification and
a Lake and Streambed Alteration Agreement.

MM BIO-6 does not apply to the proposed
Interim Condition because compensatory
mitigation requirements for direct and indirect
impacts on vernal pools mapped within
overlapping impact limits of the Placer Parkway
Phase I and the Whitney Ranch Interchange
project in Rocklin occurred during construction
of the Whitney Ranch Parkway Interchange, as
authorized for that separate project by permits
obtained in 2014. Also, the Biological Opinion
issued for Placer Parkway Phase I in 2016 took
into account the Whitney Ranch Parkway
Interchange Project.

Biological Resources: Have a
substantial adverse effect on
federally protected wetlands as
defined by Section 404 of the
Clean Water Act (including, but
not limited to, marshes, vernal
pools, coastal wetlands, etc.)
through direct removal, filling,
hydrological interruption, or
other means.

Certain permits mentioned in MM BIO-4 are not
applicable to the Interim Condition, such as
obtaining a 401 Water Quality Certification and
a Lake and Streambed Alteration Agreement.

MM BIO-6 and BIO-11 do not apply to the
proposed Interim Condition because
compensatory mitigation requirements for
direct and indirect impacts on vernal pools and
permanent fill of waters of the United States
mapped within the overlapping impact limits of
the Placer Parkway Phase I project and the
Whitney Ranch Interchange project in Rocklin
occurred during construction of the Whitney
Ranch Parkway Interchange, as authorized for
that separate project by permits obtained in
2014. Also, the Biological Opinion issued for
Placer Parkway Phase I in 2016 took into
account the Whitney Ranch Parkway
Interchange Project.

MM BIO-11 does not apply to construction of
the remainder of Placer Parkway Phase I within
the city limits of Rocklin as no additional
permanent fill of waters of the United States
would occur in those limits.
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Placer Parkway Phase I
Significant Impact Issue Area
Placer Parkway Phase I
Mitigation Measure (MM) Applicability to Project in Rocklin Biological Resources: Conflict
with any local policies or
ordinances protecting biological
resources, such as a tree
preservation policy or
ordinance.

No protected trees would be removed in the
city of Rocklin.

Cultural Resources: Cause a
substantial adverse change in
the significance of an
archaeological resource
pursuant to Section 15064.5.

MM CUL-1: Stop Work if Cultural
Materials are Encountered During
Ground-Disturbing Activities
Applicable.

Mitigation applies.

Cultural Resources: Disturb
any human remains, including
those interred outside of formal
cemeteries.

MM CUL-2: Stop Work if Human
Remains are Encountered During
Ground-Disturbing Activities
Applicable.

Mitigation applies.

Geology and Soils: Result in
substantial soil erosion or the
loss of topsoil.

MM GEO-1: Implement Temporary
Construction Site BMPs
Applicable.

Mitigation applies.

Geology and Soils: Directly or
indirectly destroy a unique
paleontological resource or site
or unique geologic feature.

MM GEO-2: Monitor Excavation and
Earthmoving Activities
Applicable.

Mitigation applies.

Hazards and Hazardous
Materials: Create a significant
hazard to the public or the
environment through the
routine transport, use, or
disposal of hazardous materials.

MM HAZ-1: Test Yellow Pavement
Striping and Include Provisions in
Standard BMPs
MM HAZ-2: Prepare and Implement
Health and Safety Plan
Applicable, with exceptions.

Hazards and Hazardous
Materials: Create a significant
hazard to the public or the
environment through
reasonably foreseeable upset
and accident conditions
involving the release of
hazardous materials into the
environment.

MM HAZ-1: Test Yellow Pavement
Striping and Include Provisions in
Standard BMPs
MM HAZ-2: Prepare and Implement
Health and Safety Plan
Applicable, with exceptions.

MM HAZ-1 does not apply to the interim
condition because the roadway striping in its
limits was installed or replaced in 2015/2016
during construction of the Whitney Ranch
Parkway project or otherwise was installed
after the end of use of lead chromate and toxic
levels of other metals or chemicals.
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Placer Parkway Phase I
Significant Impact Issue Area
Placer Parkway Phase I
Mitigation Measure (MM) Applicability to Project in Rocklin Hydrology and Water Quality:

Violate any water quality
standards or waste discharge
requirements.

MM BIO-4: Protect Water Quality and
Minimize Sedimentation Runoff in
Wetlands and Other Waters outside
the Project Limits
MM GEO-1: Implement Temporary
Construction Site BMPs
Applicable, with exceptions.

Certain permits mentioned in MM BIO-4 are not
applicable to the Interim Condition, such as
obtaining a 401 Water Quality Certification and
a Lake and Streambed Alteration Agreement.

Primary impact potential is west of SR 65
however, impact potential is also in Rocklin.

Hydrology and Water Quality:

Substantially alter the existing
drainage pattern of the site or
area, including through the
alteration of the course of a
stream or river, in a manner that
would result in substantial
erosion or siltation onsite or
offsite.

Certain permits mentioned in MM BIO-4 are not
applicable to the Interim Condition, such as
obtaining a 401 Water Quality Certification and
a Lake and Streambed Alteration Agreement.

Primary impact potential is west of SR 65
however, impact potential is also in Rocklin.

Hydrology and Water Quality:

Create or contribute runoff
water that would exceed the
capacity of existing or planned
stormwater drainage systems or
provide substantial additional
sources of polluted runoff.

Certain permits mentioned in MM BIO-4 are not
applicable to the Interim Condition, such as
obtaining a 401 Water Quality Certification and
a Lake and Streambed Alteration Agreement.

Primary impact potential is west of SR 65
however, impact potential is also in Rocklin.

Hydrology and Water Quality:

Otherwise substantially degrade
water quality.

Certain permits mentioned in MM BIO-4 are not
applicable to the Interim Condition, such as
obtaining a 401 Water Quality Certification and
a Lake and Streambed Alteration Agreement.

Primary impact potential is west of SR 65
however, impact potential is also in Rocklin.
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Placer Parkway Phase I
Significant Impact Issue Area
Placer Parkway Phase I
Mitigation Measure (MM) Applicability to Project in Rocklin Noise: Expose persons to or
generate noise levels in excess of
standards established in a local
general plan or noise ordinance
or applicable standards of other
agencies.

MM NOI-1: Employ Noise-Reducing
Construction Practices during
Construction
MM NOI-2. Limit Construction within
350-feet of Residential Uses
Applicable.

Mitigation applies.

Noise: Result in a substantial
temporary or periodic increase
in ambient noise levels in the
project vicinity above levels
existing without the project.

MM NOI-1: Employ Noise-Reducing
Construction Practices during
Construction
MM NOI-2. Limit Construction within
350-feet of Residential Uses
Applicable.

Mitigation applies.

Transportation/Traffic:

Conflict with an applicable plan,
ordinance, or policy establishing
measures of effectiveness for the
performance of the circulation
system, taking into account all
modes of transportation,
including mass transit and non-
motorized travel and relevant
components of the circulation
system, including, but not
limited to, intersections, streets,
highways and freeways,
pedestrian and bicycle paths,
and mass transit.

MM TRA-1. Install Traffic Signals at
Affected Intersections to Ensure
Acceptable Traffic Operations
Not applicable.

Significant impact and mitigation are not in
Rocklin project or city limits.

Transportation/Traffic:

Conflict with an applicable
congestion management
program, including, but not
limited to, level-of-service
standards and travel demand
measures or other standards
established by the county
congestion management agency
for designated roads or
highways.

MM TRA-1. Install Traffic Signals at
Affected Intersections to Ensure
Acceptable Traffic Operations
Not applicable.

Significant impact and mitigation not in Rocklin
project or city limits.

Transportation/Traffic:

Substantially increase hazards
because of a design feature (e.g.,
sharp curves or dangerous
intersections) or incompatible
uses (e.g., farm equipment).

MM TRA-2: Prepare and Implement a
Traffic Management Plan
Applicable.

Mitigation applies.

Transportation/Traffic: Result
in inadequate emergency access.

MM TRA-2: Prepare and Implement a
Traffic Management Plan
Applicable.

Mitigation applies.

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Full Text of Applicable Mitigation Measures
Mitigation Measure AQ-1: Reduce Construction Emissions to Below PCAPCD NOX Thresholds The following measures, or others that are necessary to achieve the construction NOX target of 82 lbs/day, will be implemented to ensure construction-related emissions do not exceed PCAPCD’s NOX threshold:
 Require the usage of EPA rated Tier 4 interim or higher rated construction equipment. In general, replacing Tier 2 Equipment with Tier 4 interim rated equipment will reduce NOX emissions by 68% (94%, if using Tier 4 final rated equipment) (South Coast Air Quality Management District 2010).
 Require the usage of equipment that is retrofitted with Diesel Oxidation Catalysts or Selective Catalytic Reduction technology. In general, equipment that is retrofitted with this technology emits 40% less NOX than conventional equipment.
 Work with the PCAPCD to purchase NOX credits to offset remaining NOX construction emissions exceeding PCAPCD thresholds.

Mitigation Measure BIO-1: Install Fencing and/or Flagging to Protect Sensitive Biological Resources
Prior to construction, the County’s contractor will install high-visibility orange construction fencing and/or flagging, as appropriate, along the perimeter of the work area adjacent to Environmentally Sensitive Areas. Where specific buffer distances are required for sensitive biological resources (e.g., wetlands, sensitive species habitats, active bird nests, protected trees), buffer distances will be specified under the corresponding measures below. The County will ensure that the final construction plans show the locations where fencing will be installed. The plans will also define the fencing installation procedure. The County or contractor (at the discretion of the County) will ensure that the fencing is maintained throughout the duration of the construction period. If the fencing is removed, damaged, or otherwise compromised during the construction period, construction activities will cease until the fencing is repaired or replaced. The project’s special provisions package will provide clear language regarding acceptable fencing material and prohibited construction-related activities, vehicle operation, material and equipment storage, and other surface-disturbing activities within ESAs. A note specifying this information will be included on the project Improvement Plans.

Mitigation Measure BIO-2: Conduct Mandatory Environmental Awareness Training for Construction Personnel
Before any work occurs in the project area, including grading, the County will retain a qualified biologist (familiar with the resources to be protected) to conduct a mandatory contractor/worker environmental awareness training for construction personnel. The awareness training will be provided to all construction personnel (contractors and subcontractors) to brief them on the need to avoid effects on sensitive biological resources (e.g., wetlands, sensitive species, nesting birds, protected trees) adjacent to construction areas and the penalties for not complying with applicable state and federal laws and permit requirements. The biologist will inform all construction personnel 447
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about the life history and habitat requirements of sensitive species with potential for occurrence onsite, the importance of maintaining habitat, and the terms and conditions of the biological opinion “BO) or other authorizing document. Proof of this instruction will be submitted to the County, and other overseeing agencies (e.g., USFWS), as appropriate.

The environmental training also will cover general restrictions and guidelines that must be followed by all construction personnel to reduce or avoid effects on sensitive biological resources during project construction. The crew foreman will be responsible for ensuring that crew members adhere to these guidelines and restrictions, and that new personnel review the environmental training prior to starting work onsite. General restrictions and guidelines that must be followed by construction personnel are listed below.
 Project-related vehicles will observe the posted speed limit on hard-surfaced roads and a 10 mile-per-hour speed limit on unpaved roads or access areas during travel on the project site.  Project-related vehicles and construction equipment will restrict offroad travel to the designated construction area.
 Vegetation clearing and construction operations will be limited to the minimum necessary in areas of temporary access work areas and staging.
 All food-related trash will be disposed of in closed containers and removed from the project site at least once a week during the construction period. Construction personnel will not feed or otherwise attract wildlife to the project site.
 No pets or firearms will be allowed on the project site.  To prevent possible resource damage from hazardous materials such as motor oil or gasoline, construction personnel will not service vehicles or construction equipment outside designated staging areas.

The training will also include identifying the BMPs written into construction specifications for avoiding and minimizing the introduction and spread of invasive plants, and the rationale behind their implementation during project construction. A note specifying this information will be included on the project Improvement Plans
Mitigation Measure BIO-3: Retain a Biologist to Conduct Periodic Monitoring during Construction in Sensitive Habitats
The County will retain a qualified biologist to conduct weekly site visits during any ground- disturbing activities that occur within or adjacent to ESAs (e.g., wetlands, sensitive species habitat, active bird nests, protected trees). The purpose of the site visits is to ensure that measures identified in this report are properly implemented to avoid and minimize effects on sensitive biological resources and to ensure the project complies with all applicable permit requirements and agency conditions of approval. The biologist will ensure that fencing around ESAs remains in place during construction and that no construction personnel, equipment, or runoff/sediment from the construction area enters ESAs.
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Mitigation Measure BIO-4: Protect Water Quality and Minimize Sedimentation Runoff in Wetlands and Other Waters outside the Project Limits
The County and its construction contractor will comply with all construction site BMPs specified in the Storm Water Pollution Prevention Plan (SWPPP) and any other permit conditions to minimize introduction of construction-related contaminants and sedimentation runoff. Broadly, these BMPs will address soil stabilization, sediment control, wind erosion control, vehicle tracking control, non- storm water management, and waste management practices. The BMPs will be based on the best conventional and best available technology.

The proposed project is subject to stormwater quality regulations established under the National Pollutant Discharge Elimination System (NPDES), described in Clean Water Act (CWA) Section 402.

In California, the NPDES program requires that any construction activity disturbing 1 or more acres comply with the statewide General Permit, as authorized by the State Water Resources Control Board. The General Permit requires elimination or minimization of nonstormwater discharges from construction sites and the development and implementation of a SWPPP for the site. Below are the primary elements of the SWPPP.
 Description of site characteristics—including runoff and overland characteristics and soil erosion hazard—and construction procedures.
 Guidelines for proper application of erosion and sediment control BMPs.  Description of measures to prevent and control toxic materials spills.  Description of construction site housekeeping practices.

In addition to these primary elements, the SWPPP also specifies that the extent of soil and vegetative disturbance would be minimized by control fencing or other means and that the extent of soil disturbed at any given time would be minimized. The SWPPP must be retained at the construction site.

The BMPs will be selected to achieve maximum sediment removal and represent the best available technology that is economically achievable and are subject to review and approval by the County.

The County will perform routine inspections of the construction area to verify the BMPs are properly implemented and maintained. The County will notify contractors immediately if there is a noncompliance issue and will require compliance.

The BMPs will include, but are not limited to, the following.  All earthwork in and around wetlands or other waters will occur in the dry season. Earthwork will not occur from the first day of the first significant rain (1 inch or greater) until June 1, or until wetlands remain dry for 72 hours and no significant rain is forecast on the day of such ground disturbance.
 Equipment used in and around drainages and wetlands will be in good working order and free of dripping or leaking engine fluids. All vehicle maintenance will be performed at least 300 feet from all streams. Any necessary equipment washing will be carried out where the water cannot flow into drainages or wetlands.
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 The contractor will be required to develop a hazardous material spill prevention control and countermeasure plan before construction begins. The plan will include strict onsite handling rules to keep construction and maintenance materials from entering wetlands and other waters, including procedures related to refueling, operating, storing and staging construction equipment and preventing and responding to spills. The plan will also identify the parties responsible for monitoring the spill response. During construction, any spills will be cleaned up immediately according to the spill prevention and countermeasure plan. The County will review and approve the contractors’ hazardous material spill prevention control and countermeasure plan before allowing construction to begin.
 The following types of materials will not be rinsed or washed into the streets, shoulder areas, or gutters: concrete; solvents and adhesives; thinners; paints; fuels; sawdust; dirt; gasoline; asphalt and concrete saw slurry; heavily chlorinated water.
 Any surplus concrete rubble, asphalt, or other rubble from construction will be taken to a local landfill.
 An erosion and sediment control plan will be prepared and implemented for the project. It will include the following provisions and protocols. The SWPPP for the project will detail the applications and type of measures and the allowable exposure of unprotected soils.  Make discharge from dewatering operations, if needed, and runoff from disturbed areas conform to the water quality requirements of the waste discharge permit issued by the Central Valley Regional Water Quality Control Board.
 Apply temporary erosion control measures, such as sandbagged silt fences, throughout construction of the proposed project and remove after the working area is stabilized or as directed by the engineer. Soil exposure will be minimized through use of temporary BMPs, groundcover, and stabilization measures. Exposed dust-producing surfaces will be sprinkled daily, if necessary, until wet. Sprinkling will be controlled to avoid producing runoff. Paved roads will be swept daily following construction activities.  Conduct periodic maintenance of erosion and sediment control measures.  Plant an appropriate seed mix of native or naturalized species on disturbed areas upon completion of construction.
 Cover or apply nontoxic soil stabilizers to inactive construction areas (previously graded areas inactive for 10 days or more) that could contribute sediment to waterways.  Enclose and cover exposed stockpiles of dirt or other loose, granular construction materials that could contribute sediment to waterways. Material stockpiles will be located in non- traffic areas only. Side slopes will not be steeper than 2:1. All stockpile areas will be surrounded by a filter fabric fence and interceptor dike.  Contain soil and filter runoff from disturbed areas by berms, vegetated filters, silt fencing, straw wattle, plastic sheeting, catch basins, or other means necessary to prevent the escape of sediment from the disturbed area.
 Use other temporary erosion control measures (such as silt fences, staked straw bales/wattles, silt/sediment basins and traps, check dams, geofabric, sandbag dikes, and 450
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temporary re-vegetation or other ground cover) to control erosion from disturbed areas as necessary.
 Avoid earth or organic material from being deposited or placed where it may be directly carried into nearby wetlands or other waters.

The County will also obtain a 401 Water Quality Certification from the Central Valley Regional Water Quality Control Board, and a Lake and Streambed Alteration Agreement from the CDFW, both of which may contain additional BMPs and water quality measures to ensure the protection of water quality.

Mitigation Measure BIO-5: Avoid and Minimize Potential Indirect Impacts on Vernal Pool Fairy Shrimp and Vernal Pool Tadpole Shrimp Habitat
(applicable to remaining Placer Parkway Phase I buildout, not construction of the Interim Condition)
The following avoidance and minimization measures will be implemented prior to and during construction to protect vernal pool fairy shrimp habitat outside the project footprint.  Ground disturbance within 250 feet of suitable vernal pool fairy shrimp habitat (i.e., vernal pools and wetland swales) will be avoided from the first day of the first significant rain (1 inch or greater) until June 1, or until suitable wetlands remain dry for 72 hours and no significant rain is forecast on the day of such ground disturbance.  Consistent with Mitigation Measure BIO-1, a qualified biologist will guide the installation of exclusion fencing prior to the start of ground disturbing activities (including staging and grading). The exclusion fencing will be installed along the edge of the construction limits and in a manner that minimizes disturbance of adjacent wetlands. The exclusion fencing will consist of orange construction barrier and erosion control fencing or combination fencing and will be installed by the construction contractor.
 No herbicide will be applied within 100 feet of aquatic habitat, except when applied to cut stumps or frilled stems or injected into stems. No broadcast applications will be applied.

Mitigation Measure BIO-6: Compensate for Direct and Indirect Impacts on Vernal Pool Fairy Shrimp and Vernal Pool Tadpole Shrimp Habitat
(applicable to remaining Placer Parkway Phase I buildout, not construction of the Interim Condition)
The County will compensate for the permanent loss of up to 1.40 acres and temporary loss of up to

0.94 acre of suitable habitat (vernal pools and vernal swales) for vernal pool fairy shrimp.

Consistent with the County’s current working draft of the PCCP, direct impacts on vernal pool fairy shrimp habitat will be mitigated at a minimum 2.25:1 ratio (1 acre preserved and 1.25 acre restored for every 1 acre affected). The exact acreage and location of compensatory mitigation will be based on final revisions to the project design and consultation with USFWS. Compensatory mitigation can be accomplished through one or a combination of the following three options.  Purchase the appropriate number and type of habitat credits at a USFWS-approved mitigation bank or conservation area.
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 Establish a conservation easement on a parcel(s) containing a sufficient amount of existing and restored vernal pool fairy shrimp habitat (based on minimum 2.25:1 ratio) and adaptively mange the mitigation lands consistent with the most current information on vernal pool fairy shrimp habitat requirements.
 Mitigate for vernal pool fairy shrimp habitat through an approved habitat conservation plan (i.e., PCCP) if the plan is finalized prior to the start of construction.

Mitigation Measure BIO-7: Conduct Vegetation Removal during the Non-Breeding Season and Conduct Preconstruction Surveys for Swainson’s Hawk
The County will remove vegetation (including trees, shrubs, and grasses) during the non-breeding season for Swainson’s hawk (generally from September 16 to February 28), to the extent feasible.

If it is not feasible to remove all vegetation during the non-breeding season, then the County will retain a qualified wildlife biologist with knowledge of Swainson’s hawk to conduct nesting surveys before the start of construction. Surveys will be conducted during the nesting season (March 1 through September 15) in accordance with the Swainson’s Hawk Technical Advisory Committee’s methodology (May 31, 2000) within the methodology’s Survey Periods I, II, and III (March 1 through April 20) or according to updated methodologies as issued by CDFW. If construction will commence after March 1 but prior to April 5, then a minimum of two surveys will be conducted prior to the start of construction to determine whether Swainson’s hawk are nesting within the survey area. For phased construction, surveys will continue throughout the remainder of the survey period to cover areas not under active construction. If surveys conclude that Swainson’s hawk nests occur, and are occupied, the County will implement the following minimization measures.  To prevent nest abandonment, the County will establish a minimum 1,000-foot no-disturbance buffer between the occupied nest and construction activities that occur during the nesting season (March 1 through September 15). The buffer distance may be reduced based on site- specific conditions or the nature of the construction activity (e.g., level of existing disturbance, location of the nest, status of nest and eggs/nestlings, and type and level of construction activity). The reduced buffer distance will be determined by a qualified biologist (with knowledge of the species) in coordination with CDFW.
 If the Swainson’s hawk young fledge prior to September 15, project activities can proceed normally after a qualified biologist determines that the young are capable of independent survival (i.e., not being fed by parents).
 Nest trees will not be removed, if feasible. If a nest tree (any tree that has an active nest during the year the impact is to occur) must be removed, tree removal will be between September 16 and February 28.

Mitigation Measure BIO-8: Compensate for Permanent Removal of Swainson’s Hawk Foraging Habitat
The County will compensate for the permanent removal of suitable foraging habitat for Swainson’s hawks by providing offsite habitat management lands as described in CDFW’s Staff Report Regarding Mitigation for Impacts to Swainson’s Hawks in the Central Valley of California (California Department of Fish and Game “994). The final acreage of offsite management lands to be provided 452
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will depend on the distance between the project area and the nearest active nest site. The mitigation ratio varies from 0.5:1 to 1:1(dependent on the location of the closest known nest site) of habitat preserved for each acre lost. In lieu of acquiring offsite mitigation lands, the County may purchase mitigation credits for Swainson’s hawk foraging habitat from a suitable mitigation or conservation bank that sells upland habitat credits with habitat function equal or similar to lands that are permanently affected by the project. To determine the appropriate mitigation ratio, information on the nearest nest will be collected during preconstruction Swainson’s hawk surveys conducted under Mitigation Measure BIO-7. If no active nests are found during this survey, a search of the CNDDB will be conducted, and CDFW will be contacted to determine the nearest active nest (active within the previous 5 years).

In the event that the PCCP is in place prior to project construction, this compensation requirement will be considered met if the applicant pays mitigation fees for valley grassland habitat through the PCCP.

Mitigation Measure BIO-9: Conduct Preconstruction Surveys for Burrowing Owl and Establish No Activity Zones, if Necessary
A qualified biologist will conduct preconstruction take avoidance surveys for burrowing owl no less than 14 days prior to and within 24 hours of initiating ground-disturbing activities. The survey area will encompass the designated work area (including staging areas) and a 500-foot buffer around this area.

To the maximum extent feasible (i.e., where the construction footprint can be modified), construction activities within 500 feet of active burrowing owl burrows will be avoided during the nesting season (February 1 to August 31).

If an active burrow is identified near a proposed work area and work cannot be conducted outside of the nesting season (February 1 to August 31), a no-activity zone will be established by a qualified biologist and in coordination with CDFW. The no-activity zone will be large enough to avoid nest abandonment and will extend a minimum of 250 feet around the burrow.

If burrowing owls are present at the site during the non-breeding season (September 1 through January 31), a qualified biologist will establish a no-activity zone that extends a minimum of 150 feet around the burrow.

If the designated no-activity zone for either breeding or non-breeding burrowing owls cannot be established, a wildlife biologist experienced in burrowing owl behavior will evaluate site-specific conditions and, in coordination with CDFW, recommend a smaller buffer (if possible) that still minimizes the potential to disturb the owls (and is deemed to still allow reproductive success during the breeding season). The site-specific buffer will consider the type and extent of the proposed activity occurring near the occupied burrow, the duration and timing of the activity, the sensitivity and habituation of the owls, and the dissimilarity of the proposed activity to background activities.

If burrowing owls are present within the direct disturbance area and cannot be avoided during non- breeding season (generally September 1 through January 31), passive relocation techniques (e.g., installing one-way doors at burrow entrances) shall be used instead of trapping. Passive relocation may also be used during the breeding season (February 1 through August 30) if a qualified biologist, 453
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coordinating with CDFW, determines through site surveillance and/or scoping that the burrow is not occupied by burrowing owl adults, young, or eggs. The one-way doors shall be left in place for a minimum of 1 week and monitored daily to insure that the owls have left the burrow. Excavation of the burrow shall be conducted using hand tools and a section of flexible plastic pipe (at least 3 inches in diameter) shall be inserted into the burrow tunnel to maintain an escape route for any animals that may be inside the burrow.

Destruction of unoccupied burrows outside the work area will be avoided and visible markers will be placed near burrows to ensure they are not collapsed.

A qualified biologist will conduct ongoing surveillance of the project parcels for burrowing owls during project activities. If additional owls are observed using burrows within 500 feet of construction, a qualified biologist will determine if the owl(s) would be affected by future construction and if additional exclusion zones are required.

Mitigation Measure BIO-10: Conduct Vegetation Removal during the Non-Breeding Season and Conduct Preconstruction Surveys for Nesting Migratory Birds and Raptors The County will remove vegetation during the non-breeding season for migratory birds and raptors (generally from September 1 to January 31), to the extent feasible.

If it is not feasible to remove vegetation during the non-breeding season, then the County will retain a qualified wildlife biologist with knowledge of the relevant species to conduct nesting surveys before the start of construction. The nesting surveys will be conducted in conjunction with Swainson’s hawk and burrowing owl surveys conducted for Mitigation Measures BIO-6 and BIO-8 and will include a minimum of two separate surveys to look for active migratory bird and raptor nests. Surveys will include a search of all trees and shrubs, wetland, and grassland vegetation that provide suitable nesting habitat in the construction area. In addition, a 500-foot area around the project area will be surveyed for nesting raptors. Surveys should occur during the height of the breeding season (March 1 to June 1) with one survey occurring within 30 days prior to construction and the second survey occurring within 1 week after of the start of construction. If no active nests are detected during these surveys, no additional measures are required.

If an active nest is found in the survey area, a no-disturbance buffer will be established around the site to avoid disturbance or destruction of the nest site until the end of the breeding season (August 31) or until after a qualified wildlife biologist determines that the young have fledged and moved out of the project area (this date varies by species). The extent of these buffers will be determined by the biologist in coordination with USFWS and CDFW and will depend on the level of construction disturbance, line-of-sight between the nest and the disturbance, ambient levels of noise and other disturbances, and other topographical or artificial barriers. Suitable buffer distances may vary between species.

Mitigation Measure CUL-1: Stop Work if Cultural Materials are Encountered During Ground- Disturbing Activities
If previously-unidentified cultural materials are encountered or unearthed during construction, consistent with Caltrans and County policies to avoid cultural resources, work in that area will halt until a qualified archaeologist can evaluate the nature and significance of the find and identify an 454
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appropriate course of treatment, in consultation with Caltrans and the State Historic Preservation Office, as appropriate. Treatment could include data recovery, analysis, and curation. A note specifying this information will be included on the project Improvement Plans.

Mitigation Measure CUL-2: Stop Work if Human Remains are Encountered During Ground- Disturbing Activities
In the event that human remains are discovered, the Placer County coroner will be notified immediately. If the coroner determines the remains to be Native American in origin, the coroner will be responsible for notifying the NAHC, which will appoint a “most likely descendent” “MLD) (Public Resources Code “PRC] Section 5097.99). The archaeological consultant, project applicant, Placer County, and MLD will make all reasonable efforts to develop an agreement for the dignified treatment of human remains and associated or unassociated funerary objects (State CEQA Guidelines Section 15064.5[d]). The agreement should take into consideration the appropriate excavation, removal, recordation, analysis, custodianship, curation, and final disposition of the human remains and associated or unassociated funerary objects. The MLD will have 24 hours after notification by the NAHC to make their recommendation (PRC Section 5097.98). If the MLD does not agree to the reburial method, the project shall follow PRC Section 5097.98(b), which states, “The landowner or his or her authorized representative shall reinter the human remains and items associated with Native American burials with appropriate dignity on the property in a location not subject to further subsurface disturbance.” A note specifying this information will be included on the project Improvement Plans.

Mitigation Measure GEO-1: Implement Temporary Construction Site BMPs The County will implement the temporary construction site BMPs identified in the project’s Storm Water Data Report (California Department of Transportation 2“14b). Whenever possible, earth- disturbing construction activities should not be scheduled during anticipated rain events.

Construction site BMPs should be installed prior to the start of construction or as early as feasibly possible during construction. Drainage Shed Areas will be protected in accordance with the Project’s pollution control measures. The construction site BMP strategy for this project will consist of implementing the following measures.
 Soil stabilization measures including move-in/move-out (erosion control), temporary hydraulic mulch, temporary cover and temporary fence (type ESA).
 Sediment control measures including temporary fiber rolls, temporary silt fence, and temporary drainage inlet protection.
 Tracking control including stabilized construction entrances/exits and street sweeping.  Non-stormwater management measures including concrete washout bins.  General construction site management including training employees and subcontractors.

Training shall address the proper selection, deployment, and repair of construction site BMPs used within project limits.
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The design of all construction BMPs will comply with the design requirements found in the Caltrans Storm Water Quality Handbooks: Project Planning and Design Guide and Construction Site Best Management Practices Manual.

Mitigation Measure GEO-2: Monitor Excavation and Earthmoving Activities Excavation and earthmoving in native soil and sediment in the project area will be monitored by a qualified professional under the supervision of a California licensed Professional Geologist. Moving of imported fill material does not require monitoring.

If paleontological resources are discovered during construction activities, specific steps to evaluate and salvage fossil specimens, document their scientific value, and store specimens in a recognized repository institution, as appropriate, will be taken. The detailed approach to implementation of this mitigation is provided in Chapter 8 of the PER/PPMP (California Department of Transportation 2“14a).

Mitigation Measure HAZ-2: Prepare and Implement Health and Safety Plan Consistent with the mitigation commitment in the Placer Parkway Corridor Preservation Tier 1 EIS/EIR, a Health and Safety Plan will be prepared by the contractor prior to construction. This plan will describe appropriate procedures to follow in the event that any contaminated soil or groundwater is encountered during construction activities. Any unknown substances should be tested, handled, and disposed of in accordance with appropriate federal, state, and local regulations.

Mitigation Measure NOI-1: Employ Noise-Reducing Construction Practices during Construction During construction, project proponents will employ best practices to reduce construction noise at noise-sensitive land uses. Implementation of this measure will ensure that construction noise levels, as applicable, do not exceed 45 dBA (interior one-hour Leq) during nighttime hours (10:00 p.m. to 7:00 a.m.) for construction activities 350-feet or further from residential land uses.

Measures used to limit construction noise include the following:
 Locating stationary equipment (e.g., generators, compressors, rock crushers, cement mixers, idling trucks) as far as possible from noise-sensitive land uses.  Prohibiting gasoline or diesel engines from having unmuffled exhaust.  Requiring that all construction equipment powered by gasoline or diesel engines have sound- control devices that are at least as effective as those originally provided by the manufacturer and that all equipment be operated and maintained to minimize noise generation.  Preventing excessive noise by shutting down idle vehicles or equipment.  Using noise-reducing enclosures around noise-generating equipment.  Selecting haul routes that affect the fewest number of people.

Constructing barriers to block sound transmission to noise-sensitive land uses. The barriers shall be designed to obstruct the line of sight between the noise-sensitive land use and on-site construction equipment.
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Mitigation Measure NOI-2. Limit Construction within 350-feet of Residential Uses In addition to the measures included in NOI-1, construction activities within 350 feet of residential uses will be limited to the hours between 7:00 am and 10:00 pm in order to ensure that construction noise levels do not exceed 45 dBA (interior one-hour Leq) during nighttime hours (10:00 p.m. to 7:00 a.m.).

Mitigation Measure TRA-2: Prepare and Implement a Traffic Management Plan The County will develop or require its contractors to develop a traffic management plan (TMP) that will be implemented throughout project construction. The TMP will:
 Contain a plan for communicating with emergency service providers, and an access and circulation plan for use by emergency vehicles when lane closures or detours are in effect.  Specify that the contractor will provide advance notice of lane or road closures to local fire and police departments to ensure that emergency routes are designated to maintain response times.  Provide specific standards to be followed for traffic control signage and implementation to minimize hazards for vehicles travelling through the project area during construction.  Contain a plan for communicating to the public the locations and routes of detours.  Require that access to driveways and private roads be maintained at all times.

The provisions of the traffic management plan will be incorporated into the terms and specifications of the contracts for construction of the proposed project and will be implemented during the entire construction period.
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City Council
Staff Report

Subject:

Target Solutions Learning, LLC Agreement
Date:

October 22, 2024
Submitted By:

Shawn Watkins, Deputy Chief
Reginald Williams, Chief
Department:

Fire
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving and Ratifying a Contract with Target Solutions Learning, LLC and Authorizing the City Manager to Sign Subsequent Amendments.

Background:

The Rocklin Fire Department has been under contract with Target Solutions Learning, LLC (Target Solutions) since February 4, 2020. Target Solutions provides cloud based online public safety training. These trainings are mandated by Local and State Emergency Services Agencies as well as fire-based training required by the California State Fire Marshal’s Office.

On April 15, 2022, the Fire Department executed an amendment to the contract extending the agreement term for a new five-year term beginning February 28, 2023. The amendment also added additional services: (1) medication inventory, and (2) asset management software for tracking routine inspections of fire stations and apparatus.

Based on feedback received by the City Council, on September 27, 2024, Target Solutions amended the Agreement to include Section 5.4 Termination for Non-Appropriation language and removed the term for automatic renewal.

Rocklin Municipal Code (RMC) section 3.04.100(B) states the maximum term of a contract shall be three years unless a longer initial term or renewal term is approved by the City Council. Upon review of this existing contract, the contract with Target Solutions Learning, LLC was identified as one that should continue to renew as outlined in the agreement.

RMC section 3.04.090(B) states a contract may be awarded without competition when the City determines in writing, after conducting a good faith review of available sources, that there is only one source for the required goods, service, or construction item. Target Solutions, LLC is the City-wide learning management system provided by the City, as well as surrounding fire agencies within the County who also use software, which helps to provide consistent training among firefighters. After a careful in-depth review of several other software packages, it was Item Number C15.

488
determined that Target Solutions, LLC is the only provider to meet all of the Fire Department’s needs with its comprehensive suite of services and ability to maintain consistency in training within the region. City Council approval of the staff recommendation would allow seamless utilization of the necessary services for the Fire Department.

The Fire Department will continue to manage the agreement and review the services and pricing with competitors in the open market to determine when it would be appropriate to competitively re-bid for these services.

Fiscal Impact:

There is no additional fiscal impact associated with this action. The costs of the agreement are budgeted in the Fiscal Year 2024/25 Operating Budget in the General Fund (100).

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A - Schedule A and Client Agreement 2020

3. Resolution
Exhibit B - Schedule A 2022

4. Resolution Exhibit C - Schedule A Revision 2024
489
Resolution No. 2024- October 22, 2024 Page 1 of 2
1 RESOLUTION NO. 2024-

RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF ROCKLIN APPROVING AND RATIFYING A

CONTRACT AS AMENDED WITH TARGET SOLUTIONS LEARNING, LLC

AND AUTHORIZING THE CITY MANAGER TO SIGN

SUBSEQUENT AMENDMENTS
WHEREAS, the Fire Department has been under contract with Target Solutions Learning, LLC (also known as Vector Solutions) since February 28, 2020 to provide cloud based online public safety training; and
WHEREAS, the Fire Department executed an amendment to the contract on April 15, 2022, to extend the agreement’s term for 68 months effective June 1, 2022 and add additional services; namely, asset management software for tracking routine inspections of fire stations and apparatus and medication inventory; and WHEREAS, the contract’s amended five-year term total contract compensation to Target Solutions Learning, LLC is $35,017; and
WHEREAS, the maximum term allowed under the Rocklin Municipal Code Chapter 3.04.070(I) for a contract is three years, unless otherwise approved by the City Council for good cause; and
WHEREAS, the contract and amendments have not previously been presented to the City Council for approval or ratification or for a determination of good cause; and WHEREAS, good cause exists to approve this contract for a longer term than three years because approval of this existing contract would allow continued seamless utilization of these necessary public safety services from Target Solutions Learning, LLC for the Fire Department; and the city also contracts with Target Solutions Learning, LLC for their citywide learning management system solution for all employees; and WHEREAS, the Department will conduct an informal market survey and based on the information obtained, will provide recommendations to the Fire Chief based on the scope of services, cost, pricing, and quality of products, if good cause continues to exist to execute successive terms with the Target Solutions Learning, LLC contract as set forth herein; and
WHEREAS, the City Council wishes to delegate to the City Manager authority to sign subsequent amendments as further delineated herein. 490
Resolution No. 2024- October 22, 2024 Page 2 of 2
1 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rocklin as follows:

Section 1. Each Recital is true and correct and is hereby incorporated by reference.

Section 2. The City Council ratifies and approves of the contract and contract amendments with Target Solutions Learning, LLC, attached and incorporated hereto as Resolution Exhibits A (“Schedule A” and “Client Agreement”), B (“Schedule A – New Schedule”), and C (“Schedule A - Revision“).

Section 3. The City Council authorizes the City Manager to sign subsequent amendments up to $10,000 annually consistent with the contract’s subject matter and scope of work and subject to approval as to form and legality by the City Attorney.

PASSED AND ADOPTED this 22nd day of October, 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
_______________________________
Greg Janda, Mayor
ATTEST:
______________________________
Avinta Singh, City Clerk
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Rev. R (Issued 10.02.2019)

Schedule A
By signing the Client Agreement, you are 1) agreeing to the pricing and terms presented in the Agreement; 2) agreeing you have read and accept the Client Agreement and License Terms and; 3) agreeing you have read the TargetSolutions Platform System Requirements and Platform Solution Description documents listed in detail at the following URL:
https://www.targetsolutions.com/clients/client-resources/ Date: 02-04-2020
Pricing Valid for 30 days.

Client Information
Client Name: Rocklin Fire Department (CA)
Address:
4080 Rocklin Road
Rocklin, California 95677
Primary Contact Name:

Martin Holm
Primary Contact Phone:
(916) 625-5304
Terms
Effective Date:
02-28-2020
Initial Term (months):
12 Invoicing Contact Information (Please fill in missing information) Billing Contact Name: Martin Holm
Billing Address:
4080 Rocklin Road
Rocklin, California 95677
Billing Phone:
(916) 625-5304
Billing Email:
[email protected]
PO#: Billing
Frequency:

Annual
Payment
Terms:

Net 30

Grand Total: $2,982.00

Annual Subscription Services
Product Description Quantity Unit Price Total
TargetSolutions Check It
Fire/EMS Stations

3 $249.00 $747.00
TargetSolutions Check IT
Fire/EMS Vehicles

10 $149.00 $1,490.00
TargetSolutions Check IT
Fire/EMS Vehicles
Support Vehicles
5 $149.00 $745.00
Total: $2,982.00
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Please note that this is not an invoice and taxes are excluded. An invoice will be sent within fourteen (14) business days of your Contract Effective Date.

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Client Agreement
This Target Solutions Client Agreement (the “Agreement”), effective as of the date noted in the attached Schedule A (the “Effective Date”), is by and between TargetSolutions Learning, LLC, d/b/a Vector Solutions (”TargetSolutions”), a Delaware limited lia bility company, powered by CrewSense, LLC (“CrewSense”) and Halligan, Inc. (“Halligan”) (collectively referred to herein as “TSL”) and the undersigned client (“Client”), and governs the purchase and ongoing use of the services described in this Agreement (the “Services”).

1. Services. TSL shall provide the following services:

1.1. Access and Use. TSL will provide Client a non-exclusive, non-transferable, revocable, limited license to remotely access and use the software as a service (‘Services”) hereunder and, unless prohibited by law, will provide access to any person designated by Client (“Users”).

1.2. Availability. TSL shall use commercially reasonable efforts to provide access to and use of the Services by Client’s Users twenty -four (24) hours a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outages and other outages beyond TSL’s control.

1.3. Help Desk. TSL will assist Users as needed on issues relating to usage via Help Desk five (5) days per week at scheduled hours.

1.4. Upgrades and Updates. TSL may update or upgrade the Services at any time at its discretion. Without paying additional compensation, Client will receive access to any general upgrades and updates to the Services licensed from TSL, which upgrades and/or updates TSL makes generally available to its oth er clients. All updates and upgrades to the Services are subject to the terms and conditions of this Agreement.

2. Client’s Obligations.

2.1. Compliance. Client shall be responsible for Users’ compliance with this Agreement and use commercially reasonable efforts to prevent unauthorized access to or use of the Services.

2.2. Identify Users. Client shall (i) provide a listing of its designated/enrolled Users; (ii) cause each of its Users to complete a profile; (iii) maintain user dat abase by adding and removing Users as appropriate; and (iv) when purchasing asset inventory management Services, identify stations, vehicles, drug safes, and other service specific details, as may be applicable.

2.3. Future Functionality. Client agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any public comments regarding future functionality or features.

2.4. Additional Service Specific Client Obligations. The following subsections 2.4 (a) and 2.4 (b) apply only if Client is purchasing “Vector Solutions Incident Tracking Service”:
(a) Client acknowledges that all notifications it receives from Vector Solutions Incident Tracking Service may contain sensitive personal information and client shall ensure that such information is secured from transmissions and/or disclosure to unauthorized recipients. Client understands that TSL does not control or own the data contained in the notifications. Client agrees that it wi ll be solely responsible for establishing a security system to prevent the transmission and/or disclosure of such information to unauthorized recipient(s). In the event such information is disclosed to an unauthorized recipient(s), Client bears the burden and expense of notifying any individual whose sensitive personal information may have been disclosed to the extent required by law. Client further agrees to handle the data in compliance with any applicable federal, state, or local laws or regulations, and that it will monitor employees using the Incident Tracking Service.
(b) Client represents and warrants that it is not a health care provider, health plan, or health care clearinghouse (collectively, a "covered entity") as those terms are defined under th e federal Health Information Portability and Accountability Act ("HIPAA"). Client further represents and warrants that it is not a business associate as that term is defined under HIPAA. Client further agrees to indemnify and hold TSL and its officers, me mbers, agents and employees harmless from any and all claims and demands (including reasonable attorneys' fees associated with the same) made by Client and/or any third party due to or arising out of any claim that TSL is a covered entity or business associate, due to Client’s use of the Incident Tracking Service.

3. Fees and Payments.

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3.1. Fees. Client will pay for the Services in accordance with the fee schedule in Schedule A attached to this Agreement. Fees listed in Schedule A shall be increased by 3% per year both during the term of this Agreement, as well as for any renewal terms. License fees do not include any shipping, duties, bank fees, sales, use, excise or similar taxes due. If TSL is required to pay any such amounts, Client shall reimburse TSL in full.

3.2. Payments. All fees due under this Agreement must be paid in United States dollars or Canadian Dollars, as applicable to Client’s location. Such charges will be made in advance, according to the frequency stated in Schedule A. TSL will invoice in advance, and such invoices are due net thirty (30) days from the invoice date. All fees collected under this Agreement are fully earned when due and nonrefundable when paid.

3.3. Suspension of Service for Overdue Payments. Any fees unpaid for more than ten (10) days past the due date shall bear interest at 1.5% per month. With fifteen (15) days prior written notice, TSL shall have the right, in addition to all other rights and remedies to which TSL may be entitled, to suspend Client’s Users’ access to the Services until all overdue payments are paid in full.

4. Intellectual Property Rights.

4.1. Client acknowledges that TSL alone (and its licensors, where applicable) shall own all rights, title and interest in and to TSL’s software, website or technology, the course content, translations, compilations, partial copies, modifications, and updates, and the Services provided by TSL, as well as any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client, and this Agreement does not convey to Client any rights of ownership to the same. The TSL name and logo are trademarks of TSL, and no right or license is granted to Client to use them.

4.2. Client recognizes that TSL regards the software it has developed to deliver the Services as its proprietary information and as confidential trade secrets of great value. Client agrees not to provide or to otherwise make available in any form the software or Services, or any portion thereof, to any person other than Authorized Users of Client without the prior written consent of TSL. Client further agrees to treat the Services with at le ast the same degree of care with which Client treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Services.

4.3. Except as otherwise agreed in writing or to the extent ne cessary for Client to use the Services in accordance with this Agreement, Client shall not: (i) copy the course content in whole or in part; (ii) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfe r or in any way exploit the course content or Services in whole or in part; (iii) embed the course content into other products; (iv) use any trademarks, service marks, domain names, logos, or other identifiers of TSL or any of its third party suppliers; or (v) reverse engineer, decompile, disassemble, or access the source code of any TSL software.

4.4. If Client chooses to participate by uploading its information to its shared resource sections of TSL’s website, Client hereby authorizes TSL to share any intellectual property owned by Client (“User Generated Content”) that its Users upload to the shared resources section of TSL’s website with TSL’s third-party customers and users that are unrelated to Client (“Other TSL Customers”); provided that TSL must provide notice to Client’s users during the upload process that such User Generated Content will be shared with such Other TSL Customers.

5. Term and Notice.

5.1. Term. The term of this Agreement shall commence on the Effective Date and will remain in full force and effect for the term indicated in Schedule A (“Term”). Upon expiration of the Initial Term, this agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless notice is given by either party of its intent to terminate the Agreement, at least sixty (60) days prior to the scheduled termination date. Upon expiration of the Initial or any Renewal Term, access to the Services may remain active for thirty (30) days solely for purpose of Company’s record keeping (the “Expiration Period”). Any access to or usage of the Services following the Expiration Period shall be deemed Client’s renewal of the Agreement under the same terms and conditions.

5.2. Notice. All required notices hereunder by either party shall be given by personal delivery (including reputable courier service), fees prepaid, or by sending such notice by registered or certified mail return receipt requested, postage prepaid, and addressed as set forth on the last page of this Agreemen t. Such notices shall be deemed to have been given and delivered upon receipt or attempted delivery (if receipt is refused), as the case may be, and the date of receipt identified by the applicable postal service on any return receipt card shall be conclus ive evidence of receipt. Either party, by written notice to the other as above described, may alter the address for receipt by it of written notices hereunder.

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6. Mutual Warranties and Disclaimer.

6.1. Mutual Representations & Warranties. Each party represents and warrants that it has full authority to enter into this Agreement and to fully perform its obligations hereunder.

6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES

OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES

OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH CLIENT. TSL DOES NOT WARRA NT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET CLIENT’S

REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

6.3. WORKPLACE SAFETY IS YOUR RESPONSIBILITY. THAT DUTY CANNOT BE DELEGATED AND TSL ACCEPTS NO DELEGATION OF THAT DUTY. TSL WILL ASSIST YOU BY PROVIDING SPECIFIC SERVICES FOR WHICH YOU HAVE CONTRACTED.

7. Miscellaneous.

7.1. Limitation on Liability. Except as it relates to claims related to Section 4 or Section 7.2 of this Agreement, (a) in no event shall either party be liable to the other, whether in contract, warranty, tort (including negligence) or otherwise, for special, incidental, indirect or consequential damages (including lost profits) arising out of or in connection with this Agreement; and (b) the total liability of either party for any and all damages, including, without limitation, direct damages, shall not exceed the amount of the total fees due to, or already paid to, TSL for the preceding twelve (12) months.

7.1.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, UNDER NO CIRCUMSTANCES SHALL TSL BE LIABLE TO CLIENT OR TO ANY OF CLIENT’S

OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS,EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES; OR TO ANY THIRD PARTY FOR ANY CLAIM, CAUSE OF ACTION, DEMAND,

LIABILITY, DAMAGES, AWARDS, FINES, OR OTHERWISE, ARISING OUT OF OR RELATING TO PERSONAL

INJURY, DEATH, OR OTHER HARM CAUSED FROM USE OF OR RELIANCE ON THE CONTENT OF THE COURSES. CLIENT, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, EMPLOYEES,

CONTRACTORS, AGENTS, AND REPRESENTATIVES RELY ON THE CONTENT OF THE COURSES AT THEIR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES

SO, SOLELY TO THE EXTENT SUCH LAW APPLIES TO CLIENT, THE ABOVE LIMITATIONS AND EXCLUSIONS MIGHT NOT APPLY TO CLIENT.

7.2. Indemnification.

7.2.1 Indemnification by TSL. TSL shall indemnify and hold Client harmless from any and all claims, damages, losses and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third -party claim that the Services or any component thereof infringes or violates any intellectual property right of any person.

7.2.2 Indemnification by Client . To the extent permitted by applicable law, Client shall indemnify and hold TSL harmless from any and all claims, damages, losses a nd expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third party claim that any document, course, or intellectual property owned by Client or uploaded to the LMS by Client infringes or violates any intellectual property right of any person.

7.3. Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other, provided that such consent shall not be unreasonably withheld. Notwithstanding the foregoing, TSL may freely assign or transfer any or all of its rights without Client consent to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

7.4 Force Majeure. TSL shall have no liability for any failure or delay in performing any of its obligations pursuant to this Agreement due to, or arising out of, any act not within its control, including, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws or regulations.

DocuSign Envelope ID: 70A04544-FD5C-4BF0-9B48-14A3B5ABD069 496

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Rev. R (Issued 10.02.2019)

7.5. No Waiver. No waiver, amendment or modification of this Agreement shall be effective unless in writing a nd signed by the parties.

7.6. Severability. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect; but the remainder of this Agreement shall continue in full force and effect.

7.7. Export Regulations. All Content and Services and technical data delivered under this agreement are subject to applicable US and Canadian laws and may be subject to export and import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to you.

7.8. Purchase Orders. Client may issue a purchase order for its convenience only, it being agreed by the Parties that the terms and conditions of this Agreement shall control. Any terms or conditions included in a purchase order or similar document issued by Client that conflict with the terms and conditions o f this Agreement will not apply to or govern the transaction resulting from the purchase order, unless both Parties expressly agree in writing to the particular conflicting term or condition, in which event the agreed term or condition will apply only with respect to that particular purchase order.

7.9. Entire Agreement. This Agreement and its exhibits represent the entire understanding and agreement between TSL and Client, and supersedes all other negotiations, proposals, understandings and representatio ns (written or oral) made by and between TSL and Client.

Signature Page Immediately Follows

DocuSign Envelope ID: 70A04544-FD5C-4BF0-9B48-14A3B5ABD069 497

Page 7 ends

Rev. R (Issued 10.02.2019)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date set forth below.

TargetSolutions Learning, LLC Rocklin Fire Department (CA) 4890 W. Kennedy Blvd., Suite 300
Tampa, FL 33609
4080 Rocklin Road
Rocklin, CA 95677

By: \ \s2\ By: \ \s1\
Printed Name: Brandi Howe Printed Name:

Title: Director of Account Management Title:

Date: \ \d2\ Date: \ \d1\

DocuSign Envelope ID: 70A04544-FD5C-4BF0-9B48-14A3B5ABD069 Martin Holm
Battalion Chief
2/4/2020
2/4/2020
498
Quote ID
Q-179579

Contact Name
Jackelin Maguire

Page 1 ends

Public Sector SaaS Rev. U (Issued 02.02.2022)

Schedule A – New Schedule
This Contract Revision Form is hereby added to the Client Agreement signed 02/04/2020 between the Vector Solutions entity and the Client named below as of the Effective Date below. If the term of this Schedule extends beyond the Term of the Client Agreement, then the Client Agreement shall automatically continue in full force and effect beyond the stated Client Agreement Term for so long as any Schedule remains in force.

Date: Monday, April 11, 2022
Client Information
Client Name: Rocklin Fire Department (CA)
Address:
4080 Rocklin Road
Rocklin, CA 95677
Primary Contact Name:

Robert Molinaro
Primary Contact Phone:
(916) 625 - 5304
Agreement Term
Effective Date:
06/01/2022
Initial Term:
68 months
Invoicing Contact Information (Please fill in missing information) Billing Contact Name: Robert Molinaro
Billing Address:
4080 Rocklin Road
Rocklin, California 95677
Billing Phone:
(916) 625-5304
Billing Email:
[email protected]
PO#: Billing Frequency:

Annual
Payment
Terms:

Net 30

Prorated Fees 06/01/2022 - 02/27/2023
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and
mobile (Fire/EMS Stations) 2 $186.75 $0.00

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $111.75 $0.00

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles
Vector Check It for web and
mobile (Fire/EMS Vehicles) 10 $111.75 $0.00
TSCHECKIT-DS Vector Check It -
Drug Safes
Vector Check It for web and
mobile (Drug Safes) 6 $118.55 $711.30

TSPREMIER
Vector LMS,
TargetSolutions
Edition Premier
Membership
Training management for
public entities and
professionals
38 $53.33 $0.00
Grand Total: $711.30
499

Annual Fees 02/28/2023 - 02/27/2024 – Year 1
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and
mobile (Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles
Vector Check It for web and
mobile (Fire/EMS Vehicles) 10 $162.82 $1,628.20
TSCHECKIT-DS Vector Check It -
Drug Safes
Vector Check It for web and
mobile (Drug Safes) 6 $162.81 $976.86

TSPREMIER
Vector LMS,
TargetSolutions
Edition Premier
Membership
Training management for
public entities and
professionals
38 $80.00 $3,040.00

Annual Fees 02/28/2024 - 02/27/2025 – Year 2
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and
mobile (Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10

TSCHECKIT-

TSPREMIER
Vector LMS,
TargetSolutions
Edition Premier
Membership
Training management for
public entities and
professionals
38 $80.00 $3,040.00

Annual Fees 02/28/2025 - 02/27/2026 – Year 3
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and
mobile (Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10
Year 1 Grand Total: $7,003.34
Year 2 Grand Total: $7,003.34
500

Page 3 ends

Public Sector SaaS Rev. U (Issued 02.02.2022)

TSCHECKIT-

TSPREMIER
Vector LMS,
TargetSolutions
Edition Premier
Membership
Training management for
public entities and
professionals
38 $80.00 $3,040.00

Annual Fees 02/28/2026 - 02/27/2027 – Year 4
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and
mobile (Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10

TSCHECKIT-

TSPREMIER
Vector LMS,
TargetSolutions
Edition Premier
Membership
Training management for
public entities and
professionals
38 $80.00 $3,040.00

Annual Fees 02/28/2027 - 02/27/2028 – Year 5
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and
mobile (Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10

TSCHECKIT-

TSPREMIER
Vector LMS,
TargetSolutions
Edition Premier
Membership
Training management for
public entities and
professionals
38 $80.00 $3,040.00

Year 3 Grand Total: $7,003.34
Year 4 Grand Total: $7,003.34
501

Additional Terms and Conditions.

The following are in addition to the Client Agreement General Terms and Conditions.

1. Additional Named Users added after the Effective Date will be invoiced at the full per Named User fee. Such additional Named Users shall become part of the Minimum Annual Commitment for subsequent years, on the anniversary date of each contract year or upon renewals under the Agreement.

2. You agree to pay for the number of Named Users using or licensed to access the Services in a given contract year. Subject to the Minimum Annual Commitment, Changes in Named User counts will be reflected in the annual contract amount from that period forward for all Users.

3. Subject to the above Minimum Annual Commitment, annual fees for your use of the Services will be based upon the number of Named Users in a given contract year.

4. Named Users deactivated in a given contract year will not count towards the total number of Named Users in the year following such deactivation, unless reactivated.

5. Fees, both during the Initial Term, as well as any Renewal Terms, shall be increased by 0.0% per contract year. Changes in Named User counts will be reflected in the annual contract amount from that period forward for all Users.

6. All undisputed invoices are due and payable Net 30 days after invoice date (“Due Date”). Any fees unpaid for more than 10 days past the Due Date shall bear interest at 1.5% per month or the highest applicable rate permitted by law.

7. AUTOMATIC RENEWAL. UNLESS OTHERWISE AGREED OR WHERE PROHIBITED BY APPLICABLE

LAW OR REGULATION, UPON EXPIRATION OF THE ABOVE INITIAL TERM, THIS AGREEMENT WILL RENEW FOR A RENEWAL TERM EQUAL TO THE INITIAL TERM AT VECTOR SOLUTIONS’ THEN

CURRENT FEES, UNLESS NOTICE IS GIVEN BY EITHER PARTY OF ITS INTENT TO TERMINATE THE AGREEMENT AT LEAST SIXTY (60) DAYS PRIOR TO THE SCHEDULED TERMINATION DATE.

Address for Notices:
4890 W. Kennedy Blvd., Suite 300
Tampa, FL 33609
4080 Rocklin Road
Rocklin, CA 95677

Year 5 Grand Total: $7,003.34
502

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Public Sector SaaS Rev. U (Issued 02.02.2022)

VECTOR SOLUTIONS PUBLIC SECTOR SOFTWARE AS A SERVICE AGREEMENT

This Vector Solutions Software as a Service Agreement (the “ Agreement”), effective as of the date noted in the attached Schedule A (the “Effective Date”), is by and between TargetSolutions Learning, LLC, d/b/a Vector Solutions , (“We/Us””) a Delaware limited liability company, and the undersigned customer (“You/Your”), (each a “ Party” or “ Parties) and governs the purchase and ongoing use of the Services described in this Agreement.

GENERAL TERMS AND CONDITIONS

1. SERVICES. We shall provide the following Software as a Service (“Services”):

1.1. Access and Use. We grant You a non-exclusive, non-transferable revocable authorization to remotely access and use the software as a service offering identified in Schedule A (the “Services”) and, unless prohibited by law, We will provide access to any persons You designate for use as described in these terms and conditions. For clarification, We authorize access and use on a “one user per one authorization basis” and once granted, You are not allowed to transfer authorizations to other users.

Your ability to use the Services may be affected by minimum system requirements or other factors, such as Your Internet connection.

1.2. Availability. We will use commercially reasonable efforts to provide access to and use of the Services twenty-four (24) hours a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outages, and other outages beyond our control.

1.3. Help Desk. We will assist You as needed on issues relating to usage via e-mail, and a toll-free Help Desk five (5) days per week, at scheduled hours , currently 8:00am to 6:00 pm Eastern Time, Monday -Friday or https://support.vectorsolutions.com/s/contactsupport

1.4. Upgrades and Updates . We reserve the right, in our discretion, to make updates or upgrades to the Services that are necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services; (ii) the competitive strength of or market for the Services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law. For no additional charge, You will receive access to any general upgrades and updates to the Services which We make generally available to our other customers. All updates and upgrades to the Services are subject to these terms and conditions.

1.5 Additional Services. From time to time, the Parties may decide in their discretion to add additional Services, subject to the Parties’ execution of one or more change forms which shall be substantially in the form of the Schedule A and shall incorporate these terms and conditions by reference. Each individual Schedule A shall have its own service term.

2. YOUR RESPONSIBILITIES AND USE RESTRICTIONS.

2.1. Compliance. You shall be responsible for all Users’ compliance with this Agreement and shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services . You shall comply with all applicable laws, standards, and regulations and will not use the Services in a manner not specified or permitted by Us.

2.2. Identify Named Users. A “Named User” is defined as Your employees, consultants, contractors, and agents You authorize to access and use the Services You are purchasing during each contract year (“Term”) of the Agreement.

2.2.1. You will be responsible for the following: (a) cause each of Your Named Users to complete a unique profile if not created by Vector Solutions on their behalf; and ( b) timely maintain a user database by adding a unique profile for each new Named User. Due to licensing and data retention requirements, Named Users may not be removed from our system unless required by law. You will be responsible for identifying Named Users from time to time during the Term of this Agreement through available system capabilities.

2.3. Future Functionality. You agree that Your purchases are not contingent on Our delivery of any future functionality or features. You are not relying on any comments regarding future functionality or features.

3. FEES AND PAYMENTS.

3.1. Fees and Payment. You will pay for the Services in accordance with the payment terms, frequency, and fee schedule in Schedule A attached to this Agreement. All fees collected by Us under this Agreement are ful ly earned when due and nonrefundable when paid, except if You terminate this Agreement for cause as described in Section 5.2.

3.2. Due Date. All fees due under this Agreement must be paid in United States Dollars or Canadian Dollars or as specified in Schedule A as applicable to Your location. We will invoice You in advance and all undisputed invoices are due and payable on the due date specified in Schedule A.

3.3. Suspension of Service. If You do not make an undisputed payment on time, We may suspend Your or Your Named Users’ access to the Services without further notice until all overdue payments are paid in full. Our suspension of Your use of the 503

Services or termination of the Agreement for Your violation of the terms of this Agreement will not change Your obligation to pay any and all payments due for the applicable Term.

3.3.1. We may also suspend, terminate, or otherwise deny Your access or any Named User’s access to or use of all or any part of the Services, with out incurring any liability to You, if: (a) We receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Us to do so; or (b) We believe, in good faith and reasonable discretion, that: (i) You or any Named User , have failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted, or for a purpose not authorized under this Agreement; or (ii) Your use of the Services causes a direct or indirect threat to our network function or integrity , or to Our other customers' ability to access and use the Services; or (iii) You or any Named User, are or have been involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iv) this Agreement expires or is terminated. This Section 3.3 does not limit any of Our other rights or remedies under this Agreement.

3.4. Taxes. All fees under this Agreement exclude all sales, use, value-added taxes, and other taxes and government charges, whether Federal, State, or foreign, and You will be responsible for payment of all such taxes (other than taxes based on our income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or performance of the Services hereunder. If We have a legal obligation to pay or collect taxes for which You are responsible under the Agreement, then then We will invoice, and You will pay the appropriate amount unless You claim tax exempt status for amounts due under this Agreement and provide Us with a valid tax exemption certificate (authorized by the applicable governmental authority) promptly upon execution of this Agreement. If any taxes shall be required by law to be deducted or withheld from any fee payable hereunder by You to Us, You shall, after making the required deduction or withholding, increase such fee payable as may be necessary to ensure that We shall receive an amount equal to the fee We would have received had no such deduction or withholding been made.

4. INTELLECTUAL PROPERTY RIGHTS.

4.1. We alone (and our licensors, where applicable) shall own all rights, title, and interest in and to our software, websit e and technology, the course content (if any), and the Services We provide, including all documentation associated with the Services.

If You provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You (collectively “Feedback”), We may use such Feedback to improve the Services without charge, royalties, or other obligation to You, and Our use of Your Feedback does not give You any property rights to the Services.

The Vector Solutions name and logo are trademarks of Vector Solutions, and no right or license is granted to You to use them.

You shall own all rights, title, and in terest in and to Your added software, Your content, and information collected from Your content pages (“ Your Data”). You shall have no rights in or to any other data collected that is not affiliated with You. Your content, email addresses, and personal information of Your Named Users or Your EHS Active Employees You entered into the database, or any of Your customers or users is Your sole property. We will not, at any time, redistribute, share, or sell any of Your email addresses, email server domain names, customer names, or personal information. Course content that You purchase from third-party course providers and access through our LMS will require the sharing of certain user information with Us in order for Us to properly track and report usage.

4.2. You recognize that We regard the software We have developed to deliver the Services as our proprietary information and as confidential trade secrets of great value. You agree not to provide or to otherwise make available in any form the software or Services, or any portion thereof, to any person other than Your Named Users without our prior written consent. You further agree to treat the Services with at least the same degree of care with which You treat Your own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Services.

4.2.1 Except as otherwise agreed in writing or to the extent necessary for You to use the Se rvices in accordance with this Agreement, You are not allowed to: (a) copy the course content in whole or in part; (b) display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit the course content in whole or in part; (c) embed the course content into other products; (d) use any of our trademarks, service marks, domain names, logos, or other identifiers or any of our third party suppliers; (e) reverse engineer, decompile, disassemble, or access the source code of any of our Services or software, (f) use the software or Services for any purpose that is unlawful; (g) alter or tamper with the Services and/or associated documentation in any way; (h) attempt to defeat any security measures that We may take to protect the confidentiality and proprietary nature of the Services; (i) remove, obscure, conceal, or alter any marking or notice of proprietary rights that may appear on or in the Services and/or associated documentation; or (j) except as permitted by this Agreement, knowingly allow any individual or entity under Your control to access Services without authorization under this Agreement for such access.

4.3. We acknowledge that You alone shall own all rights, title, and interest in and to Your name, trademarks, or logos, and this Agreement does not give Us any rights of ownership to the same. You hereby authorize Us to use Your name, trademarks, or logos in promotional materials, press releases, advertising, or in other publications or websites, whether oral or wr itten. If You do not consent to Our use of Your name or logo, You may withdraw Your consent at any time by notifying Us at [email protected].

5. TERM, TERMINATION, AND NOTICE.

5.1 Term. The term of this Agreement will start on the Effective Date, and will remain in full force and effect for the initial term (the “Initial Term”) indicated in Schedule A. Upon expiration or early termination of this Agreement by either Party as described 504

Page 7 ends

Public Sector SaaS Rev. U (Issued 02.02.2022)

below in Section 5.2 (Termination for Cause) or for any reason, You shall immediately discontinue all use of the Services and documentation, and You acknowledge that We will terminate Your ability to access the Services. Notwithstanding, access to the Services may remain active for thirty (30) days solely for purpose of our record keeping (the “ Expiration Period”). If You continue to access or use the Services following the Expiration Period, then Your continued use will renew the Agreement under the same terms and conditions, subject to any annual price adjustments.

5.2 Termination for Cause . Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party materially breaches this Agreement, and that breach is incapable of cure, or with respect to a material breach capable of cure, and the Defaulting Party does not cure the breach within thirty (30) days after receipt of written notice of the breach. If You terminate this Agreement due to Our material breach, then We will return an amount equal to the pro-rated fees already paid for the balance of the term as of the date of termination as Your only remedy.

5.3. Notice. All required notices by either Party shall be given by email, personal delivery (including reputable courier service), fees prepaid, or by sending the notice by registered or certified mail return receipt requested, postage prepaid, and addressed as set forth in Schedule A. Such notices shall be deemed to have been given and delivered upon receipt or attempted delivery (if receipt is refused), as the case may be, and the date of receipt identified by the applicable postal service on any return receipt card shall be conclusive evidence of receipt. Notices and other communications sent by e-mail shall be deemed received upon the sender's receipt of an acknowledgment from the recipient (such as by the "return receipt requested" function, as availabl e, return e-mail or other written acknowledgment ). Either Party, by written notice to the other as described above, may alter its address for written notices.

6. MUTUAL WARRANTIES AND DISCLAIMER.

6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the f ull right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the acceptance of this Agreement has been duly authorized by all necessary corporate or organizational action ; and (d) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of each Party, enforceable against each Party in accordance with its terms.

6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY

KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTE NT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES AND ASSOCIATED DOCUMENTATION ARE PROVIDED “AS IS,” AND WE PROVIDE NO OTHER

EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES RE GARDING THE SERVICES OR ASSOCIATED DOCUMENTATION.

6.3. Disclaimer of Third -Party Content. If You upload third-party content to our platform or Services, the third- party content providers are responsible for ensuring their content is accurate and compliant with national and international laws. We are not and shall not be held responsible or liable for any third-party content You provide or Your use of that third-party content. THERE

IS NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIRD PARTY CONTENT ACCESSIBLE THROUGH THE SERVICES.

6.4 None of our employees , marketing partners, resellers, or agents are authorized to make any warranty other than the Warranties stated in this Agreement. The provisions in any specification, brochure, or chart are descriptive only and are no t warranties.

7. LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS RELATED TO VIOLATION OF INTELLECTUAL PROPERTY RIGHTS,

GROSS NEGLIGENCE, FRAUD, OR WILFULL MISCONDUCT, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO

THE OTHER PARTY, ANY AFFILIATE, THIRD-PARTY, OR YOUR USERS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND (B) IF YOU HAVE

ANY BASIS FOR RECOVERING DAMAGES (INCLUDING FOR BREACH OF THIS AGREEMENT), YOU AGREE THAT YOUR

EXCLUSIVE REMEDY WILL BE TO RECOVER DIRECT DAMAGES FROM US, UP TO AN AMOUNT EQUAL TO THE TOTAL FEES ALREADY PAID TO US FOR THE PRECEDING TWELVE (12) MONTHS.

7.1.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM,

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU, ANY AFFILIATE, ANY THIRD PARTY OR YOUR USERS

FOR ANY CLAIM, CAUSE OF ACTION, DEMAND, LIABILITY, DAMAGES, AWARDS, FINES, OR OTHERWISE, ARISING

OUT OF OR RELATING TO PERSONAL INJURY, DEATH, OR OTHER HARM CAUSED FROM USE OF OR RELIANCE ON THE CONTENT OF THE COURSES OR SERVICES. YOU, YOUR AFFILIATES, EMPLOYEES, CONTRACTORS, AGENTS, USERS, AND REPRESENTATIVES RELY ON THE CONTENT OF THE COURSES AND SERVICES AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES SO,

SOLELY TO THE EXTENT SUCH LAW APPLIES TO YOU, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
505

8. OBLIGATIONS OF BOTH PARTIES.

8.1. Our Obligation to You. We shall indemnify and hold You harmless from any and all claims, damages, losses, and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third -party claim that any document, course, or intellectual property We provide or upload to our platform infringes or violates any intellectual property right of any person.

8.2. Your Obligation to Us. To the extent not prohibited by applicable law, You shall indemnify and hold Us harmless from any and all claims, damages, losses, and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third-party claim that any document, courses, or intellectual property You provide or upload to our platform infringes or violates any intellectual property right of any person.

9. CONFIDENTIALITY.

9.1. Each Party may from time to time disclose to the other Party “Confidential Information” which shall mean and include the Services (including without limitation all courses accessed through the Services), all documentation associated with the Services, software code (include source and object code), marketing plans, technical information, product development plans, research, trade secrets, know-how, ideas, designs, drawings, specifications, techniques, programs, systems, and processes.

9.2. Confidential Information does not include: (a) information generally available to or known to the public through no faul t of the receivin g Party; (b) information known to the recipient prior to the Effective Date of the Agreement; (c) information independently developed by the recipient outside the scope of this Agreement and without the use of or reliance on the disclosing Party’s Confidential Information; or (d) information lawfully disclosed by a third party. The obligations set forth in this Section shall survive termination of this Agreement.

9.3. Each Party agrees that it shall not disclose the Confidential Information of the other to any third party without the express written consent of the other Party, that it shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contrac tors or consultants, that it shall not make use of any such Confidential Information other than for performance of this Agreement, and that it shall use at least the same degree of care to avoid disclosure of Confidential Information as it uses with respect to its own Confidential Information.

9.4. The confidentiality obligations imposed by this Agreement shall not apply to information required to be disclosed by compulsory judicial or administrative process or by law or regulation, provided that the receiving Party shall (if permitted) notify the disclosing Party of the required disclosure, shall use reasonable measures to protect the confidentiality of the Confiden tial Information disclosed, and shall only disclose as much Confidential Information as is re quired to be disclosed by the judicial or administrative process, law, or regulation.

10. MISCELLANEOUS.

10.1. Assignment. Neither Party may freely assign or transfer any or all of its rights without the other Party’s consent, except to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided however You shall not assign this Agreement to our direct competitors.

10.2. Governing Law. This Agreement shall be governed by, and enforced in accordance with, the laws of the state of Florida, except where Customer is a public entity or institution in which case the applicable state, provincial, or tribal law where You are located shall govern, in either case without regard to the state’s or local laws conflicts of laws provisions. If You are purchasing goods under this Agreement, t he Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uni ted Nations Convention on the Limitation Period in the International Sale of Goods shall not apply to this Agreement. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION ARISING HEREUNDER.

10.3. Export Regulations. All Content and Services and technical data delivered under this Agreement are subject to applicable US and Canadian laws and may be subject to export and import regulations in other countries. Both Parties agree to comply strictly with all such laws and regulations and You knowledge that You are responsible for obtaining such licenses to export, re- export, or import as may be required after delivery.

10.4. Force Majeure. In no event will either Party be liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments) when and to the extent such failure or delay in performing is due to, or arising out of, any circumstances beyond such Party’s control (a “ Force Majeure Event ”), including, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws, regulations, or shutdown, national or regional shortage of adequate power or telecommunications, or other restraints.

10.5. No Waiver. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the Parties.

10.6. Severability. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect, but the remainder of this Agreement shall continue in full force and effect. 506

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Public Sector SaaS Rev. U (Issued 02.02.2022)

10.7. Survival. All provisions of this Agreement (including without limitation those pertaining to confidential information, intellectual pr operty ownership, and limitations of liability) that would reasonably be expected to survive expiration or early termination of this Agreement will do so.

10.8. No Third -Party Beneficiaries . The Parties do not intend to confer any right or remedy on any third party under this Agreement.

10.9. Purchase Orders. You may issue a purchase order if required by Your company or entity and failure to do so does not cancel any obligation You have to Us. If You do issue a purchase order, it will be for Your convenience only. You agree that the terms and conditions of this Agreement shall control. Any terms or conditions included in a purchase order or similar document You issue that conflict with the terms and conditions of this Agreement will not apply to or govern the transaction resulting from Your purchase order.

10.10. Data Processing Agreement . If applicable, the parties shall nego tiate in good faith and enter into any further data processing or transfer agreement, including any standard contractual clauses for transfers of data outside of the country where the personal data originates, as may be required to comply with applicable laws, rules and regulations regarding the collection, storage, transfer, use, retention and other processing of personal data.

10.11. Entire Agreement. This Agreement and Schedule A represent the entire understanding and agreement between the Parties, and supersedes all other negotiations, proposals, understandings, and representations (written or oral) made by and between You and Us. You acknowledge and agree that the terms of this Agreement are incorporated in, and are a part of, each purchase order, change order, or Schedule related to our provision of Services. This Agreement prevails over any additional or conflicting terms or conditions in any Customer purchase orders, online procurement terms, or other non -negotiated forms relating to the Services or this Agreement hereto even if dated later than the effective date of this Agreement.

SPECIAL TERMS AND CONDITIONS

CALIFORNIA CONSUMER PRIVACY ACT

If We will be processing personal information subject to the California Consumer Privacy Act, sections 1798.100 to 1798.199, Cal. Civ. Code (2018) as may be amended as well as all regulations promulgated thereunder from time to time (“CCPA”), on Your behalf in the course of the performance of the Services, then the terms “Cali fornia consumer,” “business purpose,” “service provider,” “sell” and “personal information” shall carry the meanings set forth in the CCPA.

CCPA Disclosures : To the extent the CCPA applies to our processing of any personal information pursuant to Your instructions in relation to this Agreement, the following also apply: (a) The Parties have read and understand the provisions and requirements of the CCPA and shall comply with them; (b) It is the intent of the Parties that the sharing or transferring of personal information of California consumers from You to Us, during the course of our performance of this Agreement, does not constitute selling of personal information as that term is defined in the CCPA, because You are not sharing or transferring such data to Us for valuable consideration; (c) We will only use personal information for the specific purpose(s) of performing the Services, including any Schedules within the direct business relationship with You.

SERVICE SPECIFIC TERMS AND CONDITIONS

A. Vector EHS Management Services

A. This Section A contains service specific terms and conditions that will apply only if You are purchasing Vector EHS Management Services (“EHS Services”) in Schedule A. Otherwise, the following terms will not apply to You.

1. An “EHS Active Employee” is defined as Your employees, consultants, contractors, and agents who are contained in the Vector EHS employee and contractor table with an active status. An employee may or may not be a Named User. For EHS Services, You are allowed a Named User for each EHS Active Employee.

2. You will be able to activate or disable employees without incurring additional EHS Active Employee fees as long as the total number of EHS Active Employees does not exceed the number of employees included in Scheduled A.

3. EHS Active Employees added after the Effective Date in Schedule A shall be billed at the full per employee fee. Such additional EHS Active Employees shall become part of the Minimum Annual Commitment for subsequent years, on the anniversary date of each contract year or upon renewals under the Agreement.

4. You agree to pay for the number of EHS Active Employees in the EHS Services in a given contract year.

5. Subject to the Minimum Annual Commitment, if any, set forth in Schedule A, annual fees for Your u se of the Services will be based upon the actual number of EHS Active Employees in a given contract year. Employees inactivated in a given contract year will not count towards the total number of employees in the year following such inactivation, unless reactivated.

6. You acknowledge that certain transmissions You receive as part of the EHS Services may contain sensitive personal information that You have provided. You understand that We do not control or own the data contained in such transmissions. 507

10 of 11

As s uch, You will be responsible for ensuring that the information is secured and preventing the transmission and/or disclosure of such information to unauthorized recipient(s). In the event such information is disclosed to an unauthorized recipient(s), You shall be responsible for notifying Your EHS Active Employee(s) whose information may have been disclosed to the extent required by law. Both Parties further agree to handle such data in compliance with any applicable Federal, State, or local laws or regul ations. You shall also be responsible for any threatening, defamatory, obscene, offensive, or illegal content or conduct of any of Your EHS Active Employees when using the Services. To the extent not prohibited by applicable law, You shall indemnify, defend, and hold Us harmless against any claims that may arise as a result of these matters. With respect to Your use of the EHS Services, You acknowledge that We are not a covered entity or business associate under HIPAA.

B. Vector WorkSafe Services and Vector LiveSafe Services This Section B. contains service specific terms and conditions that will apply only if You are purchasing Vector WorkSafe Services or Vector LiveSafe Services (collectively “LiveSafe Services”) in Schedule A. Otherwise, the following terms will not apply to You.

1. Authorized Users. Authorized Users (interchangeably may be referred to as “Named Users” means the employees, contractors and/or consultants under Your control who You authorized to operate the LiveSafe Services .

2. Your Responsibilities. You shall: (i) not permit any person or entity, other than designated Authorized Users, to access the LiveSafe Services; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the LiveSafe Services, (iii) provide prompt written notice of any unauthorized access or use; and (iv) instruct Authorized Users to comply with all applicable terms of this Agreement.

3. Your Data. You agree that We may only use data collected, extracted or received through Your use of the Services (“Your Data”) in an anonymized and aggregated manner (without specifically identifying You, Your users or Your location(s)) for the sole purpose of reporting LiveSafe Services metrics, training and education about the LiveSafe Services, and improving the LiveSafe Services (except as may be required by law, court order, or as needed to provide the Services to You). Your Data shall not include any information collected, extracted, or received in response to the WorkSafe Integrate d Health Survey.

Within thirty (30) business days following Your written request, and not more than four (4) times per year or upon termination of this Agreement, We will provide to You a backup copy of Your Data in Our possession.

C. Vector Evaluations+ Services.

This Section C. contains service specific terms and conditions that will apply only if You are purchasing Vector Evaluations+ Software as a Service in Schedule A. Otherwise, the following terms will not apply to You.

1. Access and Use. We will provide You a nonexclusive, non -transferable, revocable authorization to remotely access and use the Vector Evaluations+ Software as a Service: (i) on Our application server over the Internet, (ii) transmit data related to Your use of the Service over the Internet, and (iii) download and use the Evals + mobile device application software (referred to collectively as “Evals+ Services”). We will provide accounts for Your users on the application server for storage of data and use of the Service. The number of Named Users, start of service, and duration, are as stated in Schedule A.

2. If Your active user accounts exceed the number of Named Users during the term of this Agreement, You agree to pay for the additional Users, based on the per User fees in Schedule A. Adjusted fees will apply beginning on the month the number of Named Users are exceeded and will be prorated for the remainder of the current 12 -month period. You agree to pay for the number of Users using or authorized to access the Services in a given contract year.

3. Your Content. You will be the owner of all content created and posted by You. You will also be the owner of all content created and posted by Us on Your behalf, including but not limited to evaluation forms added to the system as part of support services We provide.

4. Third-Party Content. You are responsible for proper licensing of, and assuming liability for, copyrighted material which You post on Our system, or is posted on the system by Us on Your behalf. This includes but i s not limited to copyright protected evaluation forms and other materials from third parties. If You upload third -party content to Our platform, such third -party content providers are responsible for ensuring their content is accurate and compliant with national and international laws.

5. Effect of Termination. You will have thirty (30) days after the effective date of termination or expiration of this Agreement to export Your data using the software tools provided, or to request Your data from Us. Form data will be available as exported comma separated variable (CSV) files and as PDF files. Uploaded data files will be available in their original format. Afte r the thirty (30) day period, We have no obligation to maintain or provide data and may thereaft er delete or destroy all copies of the Your data, unless legally prohibited.

D. Vector CheckIT™.

Customer Obligations. When purchasing Vector CheckIT™, You will identify stations, vehicles, drug safes, and other service specific details, as may be applicable.

E. Vector LMS and Services which include access to the Shared Resource Feature. 508
4/25/2022
509
Quote ID
Q-179584

Contact Name
Jackelin Maguire

Schedule A – Revision
This Contract Revision Form amends the Client Agreement (“the Agreement”) signed on 4/15/2022 between the Vector Solutions entity and the Client named below. Except as modified by this Contract Revision Form, all other terms and conditions in the Agreement shall remain in full force and effect.

Date: Friday, September 27, 2024
Client Information
Client Name: Rocklin Fire Department (CA)
Address:
4080 Rocklin Road
Rocklin, CA 95677
Primary Contact Name:

Robert Zaucha
Primary Contact Phone:
(916)625-5304
Agreement Term
Effective Date:
06/01/2022
Initial Term:
68 months
Invoicing Contact Information (Please fill in missing information) Billing Contact Name: Accounts Payable Rocklin FD
Billing Address:

Attn: Accounts Payable
4060 Rocklin Road
Rocklin, California 95677
Billing Phone:

Billing Email:
[email protected]
PO#: Billing Frequency:

Annual
Payment
Terms:

Net 30

Prorated Fees 6/01/2022 - 2/27/2023
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and mobile
(Fire/EMS Stations) 2 $186.87 $0.00

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $111.75 $0.00

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles
Vector Check It for web and mobile
(Fire/EMS Vehicles) 10 $111.75 $0.00
TSCHECKIT-DS Vector Check It - Drug
Safes
Vector Check It for web and mobile
(Drug Safes) 6 $118.55 $711.30

TSPREMIER
Vector LMS,
TargetSolutions Edition
Premier Membership
Training management for public
entities and professionals 38 $53.33 $0.00

Grand Total: $711.30

510

2 of 4

Annual Fees 2/28/2023 - 2/27/2024 – Year 1
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and mobile
(Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles
Vector Check It for web and mobile
(Fire/EMS Vehicles) 10 $162.82 $1,628.20
TSCHECKIT-DS Vector Check It - Drug
Safes
Vector Check It for web and mobile
(Drug Safes) 6 $162.81 $976.86

TSPREMIER
Vector LMS,
TargetSolutions Edition
Premier Membership
Training management for public
entities and professionals 38 $80.00 $3,040.00

Year 1 Grand Total: $7,003.34

Annual Fees 2/28/2024 - 2/27/2025 – Year 2
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and mobile
(Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles
Vector Check It for web and mobile
(Fire/EMS Vehicles) 10 $162.82 $1,628.20
TSCHECKIT-DS Vector Check It - Drug
Safes
Vector Check It for web and mobile
(Drug Safes) 6 $162.81 $976.86

TSPREMIER
Vector LMS,
TargetSolutions Edition
Premier Membership
Training management for public
entities and professionals 38 $80.00 $3,040.00

Year 2 Grand Total: $7,003.34

Annual Fees 2/28/2025 - 2/27/2026 – Year 3
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and mobile
(Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles
Vector Check It for web and mobile
(Fire/EMS Vehicles) 10 $162.82 $1,628.20
TSCHECKIT-DS Vector Check It - Drug
Safes
Vector Check It for web and mobile
(Drug Safes) 6 $162.81 $976.86

TSPREMIER
Vector LMS,
TargetSolutions Edition
Premier Membership
Training management for public
entities and professionals 38 $80.00 $3,040.00

Year 3 Grand Total: $7,003.34

511

3 of 4

Annual Fees 2/28/2026 -2/27/2027 – Year 4
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and mobile
(Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles
Vector Check It for web and mobile
(Fire/EMS Vehicles) 10 $162.82 $1,628.20
TSCHECKIT-DS Vector Check It - Drug
Safes
Vector Check It for web and mobile
(Drug Safes) 6 $162.81 $976.86

TSPREMIER
Vector LMS,
TargetSolutions Edition
Premier Membership
Training management for public
entities and professionals 38 $80.00 $3,040.00

Year 4 Grand Total: $7,003.34

Annual Fees 2/28/2027 - 2/27/2028– Year 5
Product Code Product Name Description Qty Price Sub Total

TSCHECK-

FIRESTATIONS
Vector Check It -
Fire/EMS Stations
Vector Check It for web and mobile
(Fire/EMS Stations) 2 $272.09 $544.18

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles Support Vehicles 5 $162.82 $814.10

TSCHECKIT-

FIREVEHICLES
Vector Check It -
Fire/EMS Vehicles
Vector Check It for web and mobile
(Fire/EMS Vehicles) 10 $162.82 $1,628.20
TSCHECKIT-DS Vector Check It - Drug
Safes
Vector Check It for web and mobile
(Drug Safes) 6 $162.81 $976.86

TSPREMIER
Vector LMS,
TargetSolutions Edition
Premier Membership
Training management for public
entities and professionals 38 $80.00 $3,040.00

Year 5 Grand Total: $7,003.34

Amendment
A new Section 5.4 shall be added to the Agreement, and it shall state:

5.4 Termination for Non-Appropriation. Public entities or institutions whose operating budgets are legislatively approved annually may terminate an automatic renewal or subsequent years of a multi-year term if funding for continuing the Services is not approved provided that You deliver written notice to Us of such non-appropriation within thirty (30) days following approval of the operating budget.

Line 7 Under Additional Terms and Conditions has been updated to:

7. Upon termination or expiration of the Initial Term, this Agreement may be renewed upon mutual written agreement signed by both Parties.

512

4 of 4

The Parties have executed this Agreement by their authorized representatives as of the last date set forth below.

Target Solutions Learning, LLC d/b/a Vector Solutions Rocklin Fire Department (CA) 4890 W. Kennedy Blvd, Suite 300
Tampa, FL 33609

4080 Rocklin Road
Rocklin, CA 95677

By: \ \s2\ By: \ \s1\
Printed Name: Printed Name:

Title: Title:

Date: \ \d2\ Date: \ \d1\

513
City Council
Staff Report

Subject:

Central Valley Information Sharing System Memorandum of Understanding and Cost Sharing Agreement
Date:

October 22, 2024
Submitted By:

Myra Salazar, Records and Communication Manager
Rustin Banks, Police Chief
Department:

Police
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving an Evergreen Memorandum of Understanding for Data Sharing with Central Valley Information Sharing System (CVISS) and Evergreen Cost Share Agreement and Authorizing the Police Chief to Execute the MOU and Cost Sharing Agreement and Subsequent Amendments.

Background:

In 2008 twelve law agencies throughout the Northern California area identified a need to create a regional consortium and database for confidential and specialized law information and communications to be shared among the members of the consortium. That database is known as the Central Valley Information Sharing System (CVISS). Today the consortium has grown to twenty-three law and justice agencies utilizing CVISS by inputting data, accessing information for investigative purposes, and sharing communications. The City of Rocklin has participated in the consortium since its inception.

The Consortium has authored an updated Memorandum of Understanding (MOU) dated July 1, 2024 (Attachment 2). The updated MOU is evergreen; MOU termination with mutual agreement of all member agencies, and member agencies may exit the MOU with or without cause by providing a thirty (30) day written notice. Staff recommends the City Council authorize an evergreen MOU for data sharing through CVISS, delegation of authority to the Police Chief to execute the related Cost Sharing Agreement with the Sacramento County Sheriff's Department, and to amend the provisions of the Cost Sharing Agreement and sign subsequent amendments up to a maximum of $8,000 per fiscal year. Since the Cost Sharing Agreement is also evergreen, staff recommends the City Council delegate authority to the Police Chief the ability to pay future fiscal year annual costs under the MOU in an amount not to exceed the Police Chief's purchasing authority.

Fiscal Impact:

There is no additional fiscal impact to the staff recommendation. The cost of the first year of the cost sharing agreement is included in the Fiscal Year 2024/25 Operating Budget.

Item Number C16.

514

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A -
Memorandum of Understanding

3. Resolution Exhibit B - Cost Share Agreement
515
Resolution No. 2024- October 22, 2024 Page 1 of 3
1 RESOLUTION NO. 2024-

ADOPT A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

APPROVING AN EVERGREEN MEMORANDUM OF UNDERSTANDING FOR DATA

SHARING WITH CENTRAL VALLEY INFORMATION SHARING SYSTEM (CVISS)

AND EVERGREEN COST SHARING AGREEMENT AND AUTHORIZING THE POLICE

CHIEF TO EXECUTE THE MOU AND COST SHARING AGREEMENT AND

SUBSEQUENT AMENDMENTS
WHEREAS, the City of Rocklin Police Department has a business need to share confidential and sensitive law enforcement records and information with and among neighboring and local law and justice agencies; and
WHEREAS, the local law enforcement agencies created a regional law enforcement information-sharing system known as Central Valley Information Sharing System (CVISS) under an evergreen Memorandum of Understanding (MOU) beginning in 2009; and
WHEREAS, twenty-three agencies ranging from police, sheriffs, probation, and district attorney’s offices comprise the member agencies of CVISS and an updated MOU has been authored beginning July 1, 2024 and shall remain in effect until terminated; and
WHEREAS, the MOU may be terminated with mutual agreement of all Member Agencies. A Member Agency may terminate with or without cause by providing a written thirty-day (30) notice to the Board. The City of Rocklin does not have any current grant conditions related to this MOU which would preclude terminating; and WHEREAS, the maximum term allowed under the Rocklin Municipal Code (RMC) Chapter 3.04.070(I) for a contract is three years, unless otherwise approved by the City Council for good cause;
WHEREAS, good cause exists to approve the MOU for data sharing with CVISS, which is attached and incorporated hereto as Exhibit A (MOU) and the Cost Share Agreement with the Sacramento County Sheriff’s Office, which is attached and incorporated hereto as Exhibit B (Cost Share Agreement), for a longer term than three years to allow seamless utilization of critical public safety information sharing provided through a computer system known as CVISS; and
WHEREAS, RMC Chapter 3.040.050(B) A Department Head is authorized to purchase goods or procure services for an amount up to twenty-five thousand dollars if adequate funds have been appropriated by the City Council in the budget and the department must seek oral or written quotes, and document the receipt of the quotes prior to executing the contract and/or purchase order; and 516
Resolution No. 2024- October 22, 2024 Page 2 of 3
1 WHEREAS, an exception to the requirement to competitively bid the contract exists under RMC Chapter 3.04.090(E), which states that competitive bidding is not required when it would be impossible or not in the public interest with respect to the purchase for specialized technology product or service; and WHEREAS, staff recommends that the City Council authorize the Police Chief to sign the evergreen MOU and evergreen Cost Sharing Agreement and additionally, authorize the Department Head/Police Chief to approve and sign future amendments up to a maximum not to exceed the annual cost share amount annually, provided that the amendments are approved as to form by the City Attorney and authorize the Police Chief the ability to pay future fiscal year annual costs under the MOU in an amount not to exceed the Police Chief’s purchasing authority; and, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rocklin as follows:

Section 1. Each Recital is true and correct and is hereby incorporated by reference.

Section 2. The City Council approves the evergreen Memorandum of Understanding with Central Valley Information Sharing System in the form attached and incorporated hereto as Exhibit A.

Section 3. The City Council approves the evergreen Cost Sharing Agreement in the form attached and incorporated hereto as Exhibit B.

Section 4. The City Council authorizes the Police Chief to execute the evergreen MOU and Cost Sharing Agreement and subsequent minor amendments up to a maximum equal to the annual cost share amount annually per fiscal year, provided that the amendment is consistent with the Agreement’s subject matter and scope of work, Rocklin Municipal Code, and that the City Attorney approves the amendment as to form.

Section 5. The City Council authorizes the Department Head/Chief of Police the ability to pay future fiscal year annual costs under the MOUs in an amount not to exceed the Police Chief’s purchasing authority.
517
Resolution No. 2024- October 22, 2024 Page 3 of 3
1 PASSED AND ADOPTED this 22nd day of October, 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
_______________________________
Greg Janda, Mayor
ATTEST:
______________________________
Avinta Singh, City Clerk
518
CVISS MOU Agreement Updated 04/17/2024 Page 1 of 29
Memorandum of Understanding
Central Valley Information Sharing System (CVISS)

This Memorandum of Understanding ("MOU") is made and entered into on this first day of July 2024 by and between the parties below and all future signers of this agreement, known collectively as "Member Agencies" or individually as a "Member Agency."

The following Member Agencies hereby create the Central Valley Information Sharing System (CVISS): The following agencies are collectively known as the "Original Member Agencies."

• Auburn Police Department • Roseville Police Department • Citrus Heights Police Department • Sacramento Police Department • Davis Police Department • Sacramento District Attorney's Office • El Dorado Probation Department • Sacramento Probation Department • El Dorado Sheriff’s Department • Sacramento Sheriff’s Office • Elk Grove Police Department • Twin Rivers USD Police Department • Folsom Police Department • Vacaville Police Department • Galt Police Department • West Sacramento Police Department • Lincoln Police Department • Winters Police Department • Placer Sheriff’s Office • Woodland Police Department
• Placerville Police Department • Yolo Sheriff’s Office • Rocklin Police Department

Purpose
Member Agencies shall work cooperatively to establish an integrated system of information technology that maximizes the sharing of data and communication between the Member Agencies while maintaining the confidentiality of privileged or otherwise protected information shared through the system. This regional law enforcement information-sharing system shall be known as the CVISS . The Member Agencies shall work in a variety of ways to facilitate sharing data in an effort to improve the information- sharing efforts of their respective agencies and CVISS. The purpose of this agreement is to define the working relationships, and lines of authority for Member Agencies in CVISS.

This document outlines the duties and responsibiliti es of each Member Agency and provides for the addition of other eligible entities in the data- sharing program created by 519
CVISS MOU Agreement Updated 04/17/2024 Page 2 of 29
this MOU.

THEREFORE, the Member Agencies hereby agree to the following:

1. Definitions:

1.1. Central Valley Information Sharing System : "CVISS" means the collective group of law and justice agencies, who are signatories on regional law enforcement information-sharing agreements.

1.2. Board of Directors : "Board" means the Chief Executive Officer of each Member Agency, or their designee, each of whom shall have equal voting rights in the decisions of CVISS.

1.3. Consortium: "Consortium" is the collective group of agencies that have entered into a MOU agreement to participate in the CVISS Node for law enforcement information sharing.

1.4. System(s): means the information sharing and analysis software/service licensed to the Fiscal Agent on behalf of Member Agencies.

1.5. Criminal Justice Practitioners : those personnel from the Member Agencies that have the appropriate clearance and authority to utilize the Data as a function of their employment.

1.6. Data: means facts, detailed information, or other material provided by a Member Agency regardless of format.

1.7. Data Records refers to a unique record associated with an incident or person. For example, this refers to a single report that includes a variety of data.

1.8. A Data Set is a specific grouping of data included in systems like records management or jail management systems. For example, typical data sets within a records management system include, but are not limited to, Crime Reports, Field Investigations, Citations, Mug shots, and Arrest Reports.

1.9. Fiscal Agent: means the agency, entity , or person approved and directed by the Board to handle and account for funds collected by the Consortium for the benefit of all Member Agencies.

2. Effective Date and Term of MOU

2.1. Effective Date: The effective date of this MOU is the date noted above and/or the date each subsequent agency executes this Agreement.

2.2. T erm : This MOU shall remain in effect until terminated as provided herein.

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CVISS MOU Agreement Updated 04/17/2024 Page 3 of 29

3. Committee and Working Groups

3.1. The Board of Directors: shall be comprised of Agency Heads for each Member Agency, or their designee, with each having an equal voice or vote on the direction, decision, and future planning of CVISS. The Board shall meet regularly, not less than annually.

3.1.1. The Board Chair shall be elected from among the Board members for a term of no more than two years. The Chair may select a designee to serve on his/her behalf.

3.1.2. The Board shall establish and adopt bylaws and a governance process.

3.2. CVISS Technology Committee: The Agency Heads of the Member Agencies shall appoint a representative to serve on the Technology Committee. This committee will meet at least once per year to address system operations, upgrades, enhancements , and any other matters of concern to Member Agencies.

3.3. C
VISS Working Groups : The Board is empowered to create, dissolve, or reconstitute working groups, appoint representatives, and perform other actions deemed necessary to fulfill the purposes stated herein, including the creation of implementation or sustainment group efforts.

4. Data Access and Security Requirements

4.1. Data Access : Member Agencies' Data access shall be compliant with CJIS security policies. Query capabilities shall be provided to Member Agencies and Authorized Users through their agency's internet service. The information residing in the Data Repositories shall generally be available. Member Agencies agree to inform the Consortium in advance, whenever possible, of scheduled downtimes of specific data feeds.

4.2. D ata Sharing: All Member Agencies agree to share data with other Member Agencies who have a need to know and a right to know, with comprehensive, timely, accurate information about a suspect or offender to include, but not limited to, identity, prior agency contacts, citations, arrests, investigations, criminal history, and current justice status.

The Board will set the criteria for the minimum number of data sets (i.e. Crime Reports, Citations, Field Investigations, Mugs, Arrests Reports, etc.) that Member Agencies must provide to be a Member Agency. In addition, the Board will adopt guidelines for agencies to withhold or suppress certain documents based on specific criteria. Based on these guidelines, each Member Agency shall determine, in the exercise of its sole discretion, which data records are shared within the system and shall maintain the databases to share t he information that has been agreed upon in advance. Each Agency shall strive to identify and achieve common interests to enhance public safety and due process while maintaining individual privacy rights.
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CVISS MOU Agreement Updated 04/17/2024 Page 4 of 29

4.3. Security Requirements: Member Agencies agree to maintain and enforce security requirements for the system. Each Member Agency is responsible for the internal agency security of its records and any technical support necessary to ensure proper security.

4.1.1. Li ability and Indemnification: Each Member Agency takes legal and financial responsibility for the actions of their employees, officers, agents, representatives, and volunteers. Member Agencies agree to indemnify, defend, and hold harmless other Member Agencies to the fullest extent permitted by law from and against any and all demands, claims, actions, liabilities, losses, damages, and costs, including reasonable attorney's fees arising out of or resulting from this MOU, and that each agency shall bear the proportionate cost of any damage attributable to the fault of that Agency, its governing body, officers, agents, employees, and volunteers. It is the intention of the Member Agencies that, where fault is determined to have been contributory, principles of comparative fault will be followed.

4.1.2. I
nsurance: Each Member Agency, at its sole cost and expense, shall carry insurance - or self -insure - its activities in connection with this MOU, and obtain, keep in force, and maintain, insurance or equivalent programs of self-insurance, for general liability, workers compensation, and business automobile liability adequate to cover its potential liabilities hereunder.

5. Information Ownership, Release and Accuracy

5.1. Ownership and Release Constraints: Member Agencies shall retain control of and remain the official custodian of all information contributed to CVISS.

5.2. I nformation Utilization : Any Data present in the system is the proprietary information of the Member Agency contributing to that Data. Each Member Agency has an affirmative obligation to ensure that all Data complies with 28 CFR Part 23. Other Member Agencies or Authorized Users wishing to utilize the Data must contact the Member Agency responsible for contributing that proprietary information. The Member Agency responsible for contributing the Data shall have sole discretion regarding the release of that information.

5.3. I
nformation Accuracy: Member Agencies and Authorized Users acknowledge that Data maintained in the data repository co nsists of information that is entered with the best effort to be accurate.

5.4. D ata Errors : It will be the responsibility of Member Agencies to correct data errors that have been identified at that Member's sole cost within a reasonable time, but no later than ninety days (90) from the date of notification.

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CVISS MOU Agreement Updated 04/17/2024 Page 5 of 29

6. Funding, Costs, Personnel, and Financial Considerations

6.1. C VISS Costs: Costs for the creation, maintenance, and expansion shall be paid as set forth in the CVISS Share of Cost Agreement dated __________ 20__ , and may be amended from time to time. The Board must approve any adjustments to the Share of Cost Agreement.

6.2. Payment Administration: The Fiscal Agent shall administer payments to vendors and invoice Member Agencies for their share of the cost. For more details, see section 4.4 of the CVISS Share of Cost Agreement.

6.3. Financial Responsibility: Each Member Agency is responsible for the cost of acquiring and maintaining the hardware, software, and data communication equipment and services needed by their Agency to connect to CVISS. Nothing included in this MOU requires any Agency to fund the activities of any other Member Agency.

6.4. Member Agency Employees: Employees of a Member Agency work ing for the
benefit of CVISS remain the employees of that Member Agency.

7. A
mendments

7.1. This MOU may be modified by presentation of the proposed changes and an affirmative majority vote of the Board.

8. T
ermination

8.1. M OU Termination: This MOU may be terminated by mutual agreement of all Member Agencies.

8.2. Member Agency Termination: Any Member Agency may terminate its participation in this MOU with or without cause upon thirty-day (30) prior written notice to the Board unless such termination is prohibited by a grant condition.

In the event of termination, the departing Member Agency is responsible for the annual payment for the year in which they terminate.

8.3. Fiscal Agent Termination: The Fiscal Agent may terminate its role as the financial agent for the Consortium with or without cause by informing the Board in writing no less than one hundred eighty (180) days prior to termination. The Board is responsible for identifying, selecting, and completing the necessary documents for the new Fiscal Agent and is responsible for helping the successor Fiscal Agent in the transition period. Termination by the Fiscal Agent requires a review of financial statements to ensure a smooth transition of the books and accounts to the new Fiscal Agent. If the new Fiscal Agent is not capable of completing all the requisite processes , the departing agency can mutually agree with the Board for a maximum of two 30- day extensions.

Termination of the Fiscal Agent position shall not serve to terminate that agency's Member Agency status.

July 1 24
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CVISS MOU Agreement Updated 04/17/2024 Page 6 of 29

8.4. Other Termination: The Board may exercise its authority to terminate the relationship with a Member Agency established under this MOU if the majority of members of the Board determine that the Member Agency is not participating in the manner agreed to within this MOU.

9. Miscellaneous

9.1. This MOU is inten ded to provide for a strategic plan to promote data sharing and should be amended as necessary to accomplish the goal of fully integrating the Member Agencies, future agencies, and potential future data sources.

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CVISS MOU Agreement Updated 04/17/2024 Page 18 of 29
AGREED to this day of , 2024:

City of Rocklin Police Department

Rustin Banks, Date
Chief of Police
City of Rocklin

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CVISS Updated 04/17/2024 page 1 of 3
Cost Sharing Agreement

COST SHARE AGREEMENT WITH THE SACRAMENTO COUNTY
SHERIFF’S OFFICE FOR

CENTRAL VALLEY INFORMATION SHARING SYSTEM (CVISS)

This AGREEMENT is made and entered on this first day of July 2024 by the Sacramento County Sheriff’s Office (Fiscal Agent) and the City of Rocklin Police Department (Member Agency).

Purpose and Background
The Fiscal Agent and Member Agency agree to the terms and conditions set forth in the Central Valley Information Sharing System (CVISS) AGREEMENT. This consortium is overseen by the CVISS Board. Agencies enter into this cost sharing agreement to participate in the information- sharing system known as Accurint Virtual Crime Center (AVCC) via the CVISS Consortium. This agreement outlines the financial working relationship and cost-sharing contract for the CVISS Consortium member agencies.

THEREFORE, the Member Agencies hereby agree to the following:

1 Definitions

1.1 Central Valley Information Sharing System (CVISS) is the name of the CVISS Consortium information sharing system.

1.2 Central Valley Information Sharing System (CVISS) Board is the governing body for all information sharing initiatives for the member agencies in and around the Sacramento Valley region.

1.3 Data means electronic facts, detailed information, or other material provided by a Member Agency.

1.4 Data Repository means the computer equipment used to store, connect and disseminate AVCC information to Member Agencies.

1.5 Fiscal Agent Sacramento County Sheriff’s Office (SSO) is the fiscal agent for the CVISS Consortium and will handle and account for funds collected by CVISS for the benefit of all Member Agencies.

1.6 CVISS Consortium is the collective group of agencies that have entered into an AGREEMENT to participate in CVISS for law enforcement information-sharing.

1.7 Member Agency means law enforcement agencies contributing data to CVISS are allowed access to data of other member agencies and other law enforcement agencies.

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CVISS Updated 04/17/2024 page 2 of 3
Cost Sharing Agreement

1.8 Lexis Nexis Risk Solutions means a corporation with its principal place of business at 1000 Alderman Drive, Alpharetta, GA 30005, and the owner and developer of AVCC.

1.9 AVCC means the information sharing and analysis software licensed to the member agencies by LexisNexis Risk Solutions under the name AVCC.

2 Effective Date and Term of AGREEMENT

2.1 Effective Date the effective date of this AGREEMENT is the date noted above.

2.2 Term this AGREEMENT shall remain in effect until terminated as provided herein.

3 Requirements for Participation

3.1 To participate in CVISS, agencies agree to share cost based on their number of authorized sworn staff, excluding courts and corrections.

3.2 To participate in CVISS, agencies agree to contribute data from their Records Management System (RMS) as defined by the CVISS Consortium.

3.3 To participate in CVISS, agencies overseeing jails agree to contribute data from their Jail Management System (JMS) as defined by the CVISS Consortium.

4 Financial Oversight and Management

4.1 CVISS Costs Member Agencies shall pay a proportional share of software purchases, software maintenance, implementation, network, hardware, and operational costs, as approved by the CVISS Board. The operating costs of CVISS shall be shared between the member agencies based on the number of authorized sworn officers (FTE), per Member Agency as the numerator and the aggregate number of authorized sworn officers (FTE) of all Member Agencies as the denominator, excluding courts and corrections.

4.2 Annual Budget Each year SSO shall prepare an annual budget for approval by the CVISS Board that includes the share of cost for each Member Agency.

4.3 Annual Report At least once per year SSO shall report to the CVISS Board on all funds collected and expended by the CVISS Consortium in support of the AVCC project.

4.4 Payment Administration SSO shall administer payments to all vendors and invoice Member Agencies for their share of cost.

4.5 Financial Responsibility Each Member Agency is responsible for any costs to connect to the AVCC data repository, which may include acquiring hardware, software, data communication equipment and/or services. Nothing included in 527

CVISS Updated 04/17/2024 page 3 of 3
Cost Sharing Agreement

this AGREEMENT requires any agency to fund the activities of any other Member agency.

5 Payment Schedule

5.1 Agency cost is due within 30 days of receipt of invoice from the Fiscal Agent.

Data integration effort will not begin without receipt of payment.

5.2 Agency annual maintenance will be invoiced by the Fiscal Agent. The annual payment is due within 30 days of receipt of invoice by member agencies. If payment or payment arrangements have not been agreed to, services will be terminated.

The connection cost for Agency is $0.

The following estimated maintenance fees includes the software maintenance fees from LexisNexis Risk Solutions and a contingency fund. These ongoing sustainment costs will be due annually, 30 days after receipt of invoice from the Fiscal Agent. Annual Maintenance for CVISS sustainment will begin July 2024.

The annual maintenance is estimated to be approximately $6,130.

An update to this agreement will be submitted for CVISS Board approval at that time which will include actual costs.

The parties hereto execute this AGREEMENT as of the Effective Date.

AGREED to this _____ day of _______________, 2024

Sacramento County Sheriff’s Office ____________________________________ By: JIM COOPER, Sheriff

Name of Member Agency ____________________________________ By: RUSTIN BANKS, Chief of Police

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City Council
Staff Report

Subject:

Pest Control Services Notice of CEQA Exemption and Contract Award Date:

October 22, 2024
Submitted By:

Matt McClure, Public Works Manager
Justin Nartker, Public Works Director
Department:

Public Works
Recommendation:

A
.

Adopt Resolution of the City Council of the City of Rocklin Approving a Notice of Exemption (Pest Control Services for the City of Rocklin Facilities 2024).

B
.

Adopt a Resolution of the City Council of the City of Rocklin Awarding the Contract for Pest Control Services for City of Rocklin Facilities 2024 to Advanced Integrated Pest Management, Inc. (Advanced IPM) and Authorizing the City Manager to Execute the Contract for Services.

Background:

The Public Works Department Facilities division is responsible for ensuring that there are adequate pest control services at City owned facilities. To ensure that these services are being provided at the best possible rate bids were solicited for a forty-three (43) month agreement to align the contract with the fiscal year. This project consists of providing pest control services to City owned facilities on a monthly and as-needed basis. (see Attachment 2 for location map).

The project bid was advertised in the Placer Herald on August 22, 2024, and August 29, 2024, with the bid opening Wednesday, September 18, 2024. Three (3) bids were received from the following (see Attachment 3 for the Bid Summary).

CONTRACTOR

ORIDINAL BID

UPDATED BID AMOUNT
Advanced Intergrated Pest Management,
Inc. (Roseville)
$65,778
$ 78,951
Pest Pros Pest Solutions (Sacramento)
$73,122
$ 87,162
Central Sierra Enterprise, Inc. (North
Fork)
$92,686
$109,730

Staff reviewed the submitted bids for accuracy and identified a discrepancy related to the contract period. The first period of the contract is for nineteen (19) months, as opposed to the Item Number C17.

529
twelve (12) months that were used in the bid calculations submitted by all bidders. Upon identifying this issue, staff recalculated the bid amounts based on the additional seven (7) months, using the per-service costs provided by the contractors. After this adjustment, Advanced Integrated Pest Management, Inc. (Advance IPM) was determined to still have submitted the lowest responsible bid.

Staff recommends that the City Council award the contract to Advanced IPM, for a term of forty-three (43) months, with a contract cost of $78,951. In accordance with Rocklin Municipal Code (RMC) section 3.04.050, the City Manager will have the authority to approve change orders up to fifteen (15) percent of the contract amount ($11,842.65), bringing the total not-to- exceed contract cost to $90,793.65.

Pursuant to RMC section 3.04.070(i) the City Council may approve a contract duration longer than three years for good cause. Staff recommends a forty-three-month agreement with Advanced IPM in order to achieve cost stability for a longer term.

Environmental Analysis:

The City of Rocklin’s Environmental Coordinator has reviewed the Pest Control Services for City of Rocklin Facilities 2024 and determined that it is exempt from review under the California Environmental Quality Act (CEQA) pursuant to California Code of Regulations Section 15301 and has prepared a Notice of Exemption.

Fiscal Impact:

There is no direct fiscal impact from the staff recommendation, as sufficient funds are available in the Fiscal Year 2024/25 Operating Budget in the General Fund (100) for the initial period.

Funding for the remainder of the contract term will be included in future operating budgets.

ATTACHMENTS:

1. Resolution A - Notice of Exemption

2. Resolution B - Contract for Services

3. Bid Summary
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Resolution No. 2024- October 22, 2024 Page 1 of 1
1 RESOLUTION NO. 2024-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

APPROVING A NOTICE OF EXEMPTION
(City of Rocklin Pest Control Services of Rocklin Facilities 2024) WHEREAS, the City of Rocklin’s Environmental Coordinator has reviewed the City of Rocklin Pest Control Services of Rocklin Facilities (“Project”) and determined that it is exempt from review under the California Environmental Quality Act pursuant to California Code of Regulations Section 15301 – Existing Facilities; and WHEREAS, a Notice of Exemption has been prepared for the Project.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rocklin as follows:

Section 1. Based on the review and determination of the Environmental Coordinator, the City Council of the City of Rocklin finds that the Project is exempt from review under the California Environmental Quality Act.

Section 2. A Notice of Exemption is approved for the Project.

Section 3. Upon approval of the Project by the City Council, the Environmental Coordinator may file the Notice of Exemption with the County Clerk of Placer County and, with the State Office of Planning and Research, pursuant to the provisions of Section 21152(b) of the Public Resources Code and the State EIR Guidelines adopted pursuant thereto.

PASSED AND ADOPTED this 22nd day of October, 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
Greg Janda,Mayor
ATTEST:
______________________________
Avinta Singh, City Clerk
531

NOTICE OF EXEMPTION
TO: ⾙ County Clerk FROM: City of Rocklin
County of Placer Public Works Department
2954 Richardson Blvd. 4081 Alvis Court
Auburn, CA 95604-5228 Rocklin, CA 95677
⾙ Office of Planning and Research
P.O. Box 3044, Room 113
Sacramento, CA 95812-3004
Project Title: Pest Control Services for City of Rocklin Facilities 2024 Project Location - Specific: The proposed project location is City Facilities throughout the City (Exhibit A).

Project Location - City: Rocklin, CA; County: Placer
Description of Nature, Purpose and Beneficiaries of Project: This project consists of providing pest control services to City owned facilities on a monthly and as needed basis.

Name of Public Agency Approving Project: City of Rocklin Name of Person or Agency Carrying Out Project: City of Rocklin Exempt Status (Check one)
_X_ Categorical Exemption (California Code of Regulations Sec. 15300 et seq.): Section 15301 – Existing Facilities.

Reasons why the project is exempt:

The proposed project involves pest control maintenance on a scheduled and an as needed basis at existing facilities. This activity is categorically exempt from CEQA as a Class 1 Exemption (State CEQA Guidelines Section 15301). The Exemption has been prepared and no further CEQA action is required.

Contact Person: Justin Nartker, Public Works Director, City of Rocklin, Public Works Department, 4081 Alvis Court, Rocklin, CA, 95677, (916) 625-5500 Date received for Filing:

Signature: Justin Nartker, Public Works Director
532
533
Resolution No. 2024- October 22, 2024 Page 1 of 2
1 RESOLUTION NO. 2024-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

AWARDING THE CONTRACT FOR PEST CONTROL SERVICES FOR CITY OF ROCKLIN FACILITIES 2024 TO ADVANCED INTEGRATED PEST MANAGEMENT, INC. (ADVANCED IPM), AND AUTHORIZING THE CITY MANAGER TO EXECUTE

THE CONTRACT FOR SERVICES
WHEREAS, the Pest Control Services for City of Rocklin Facilities 2024 consists of providing pest control services to City owned facilities on a monthly and as-needed basis; and
WHEREAS, the invitation for bids was advertised on August 22, 2024, and August 29, 2024, with the bid opening Wednesday, September 18, 2024, and bids were thereafter examined and found to be in compliance with all applicable specifications; and
WHEREAS, staff identified a discrepancy in the submitted bids related to the contract period, where the first period of the contract is for nineteen (19) months rather than the twelve (12) months that were used in the bid calculations by all bidders; and WHEREAS, upon recognizing this issue, staff recalculated the bid amounts based on the additional seven (7) months, determined that Advanced Integrated Pest Management, Inc. (Advanced IPM) remained the lowest responsible bid after the adjustment at $78,951, and recommends that the contract for the project be awarded to Advanced IPM; and
WHEREAS, Pursuant to the Rocklin Municipal Code section 3.04.050, the City Manager will have change order authority up to fifteen (15) percent of the contract amount ($11,842.65), bringing the total cost to $90,793.65; and WHEREAS, Pursuant to the Rocklin Municipal Code 3.04.070(I) the City Council may approve a contract duration longer than three years for good cause; and WHEREAS, there is no additional fiscal impact as the costs for these services is included in the individual department’s budgets as needed.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The contract for the Pest Control Services for City of Rocklin Facilities 2024 is awarded to Advanced IPM, and the City Manager is authorized to execute the Contract with Advanced IPM, in substantially the form attached hereto as Exhibit “A.” 534
Resolution No. 2024- October 22, 2024 Page 2 of 2
1 PASSED AND ADOPTED this 22nd day of October, 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
Greg Janda,Mayor
ATTEST:
______________________________
Avinta Singh, City Clerk
535
Exhibit A

CONTRACT FOR SERVICES
THIS CONTRACT is made on October 22, 2024, by and between the CITY OF ROCKLIN a municipal corporation (“City”), and Advanced Integrated Pest Management, Inc. “Contractor,” who mutually agree as follows:

1. SCOPE OF SERVICES
Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the City the services described in the Scope of Work, Exhibit A. Contractor shall provide the services at the time, place and in the manner specified in Exhibits A and/or B. Contractor shall not be compensated for services outside the scope of Exhibit A unless prior to the commencement of the services: (a) Contractor notifies the City and City agrees the services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these additional services; and (c) City after notice, approves in writing a supplemental agreement specifying the additional services and the amount of compensation therefore. City shall have no obligation whatsoever under this Agreement or any supplemental agreement, unless and until the agreement or supplemental agreement is approved by the City Manager, the City Manager’s authorized designee, or by the Rocklin City Council, as required by the Rocklin Municipal Code or other local law or policy.

2. COMPENSATION
A. The City shall pay Contractor for the services rendered pursuant to this Agreement at the times and in the manner set forth in the Scope of Work, Exhibit A, the Schedule of Performance, Exhibit B, and in accordance with the Schedule of Fees in Exhibit C, but in no event shall the total compensation exceed the Seventy-Eight Thousand, Nine Hundred and Fifty-One Dollars ($78,951.00). The payments specified in Exhibits A and/or B shall be the only payments to be made to Contractor for the services rendered pursuant to this Agreement unless pursuant to Section 1, above, City approves additional compensation for additional services.

B. Contractor shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings.

Reimbursable expenses shall be limited to actual expenditures of Contractor for expenses that are necessary for the proper completion of the services and shall only be payable if specifically authorized in advance by City.

C. Contractor shall submit all billings/invoices for services to City in the manner specified in Exhibit B. Contractor’s fees shall be as specified in the Scope of Work, Exhibit A or the Schedule of Fees as set forth in Exhibit C. All invoices submitted by Contractor shall contain the following information:
i. Job/project name or description;
ii. City’s current purchase order and/or work order number (if applicable); iii. Contractor’s invoice number;
iv. Date of invoice issuance;
536
v. Description of services billed under invoice, including the description of tasks performed and the corresponding rate charged for the completion of that task;
vi. Amount of invoice, itemizing all authorized reimbursable expenses; and vii. Total billed to date under agreement.

D. City shall make payment to Contractor net 30 days from receipt of an acceptable invoice. If Contractor’s performance is not in conformity with the Scope of Work, Exhibit A, or the Schedule of Performance, Exhibit B, or the provisions set forth above, payments may be delayed or denied, unless the Contractor’s failure to perform is a documented result of the City’s failure to conform with the Schedule of Performance, or if the Schedule of Performance is extended pursuant to Section 4. City shall not be responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above, or as set forth in the Schedule of Performance.

E. During performance of the agreement and for a period of three (3) years after completing all services, Contractor shall maintain all accounting and financial records related to this Agreement, including but not limited to records of Contractor’s costs for all services performed under this Agreement and records of Contractor’s reimbursable expenses, in accordance with generally accepted accounting practices, and shall keep and make the records available for inspection and audit by representatives of the City upon reasonable written notice.

F. Contractor shall pay when and as due, any and all taxes incurred as a result of Contractor’s compensation hereunder, including estimated taxes, and shall provide City with proof of payment upon request. Contractor hereby agrees to indemnify City for any claims, losses, costs, fees, liabilities, damages or injuries suffered by City arising out of Contractor’s breach of this section.

3. FACILITIES AND EQUIPMENT
Contractor shall at its sole cost and expense, furnish all facilities and equipment that may be required for Contractor to perform services pursuant to this Agreement. City shall furnish to Contractor, only the facilities and equipment listed in Exhibit A (if any) according to any terms and conditions set forth in Exhibit A.

4. TERM OF CONTRACT
A. This Agreement shall become effective on December 1, 2024 and shall continue in effect until June 30, 2028 (three (3) years and seven (7) months) unless sooner terminated as provided herein.

B. The services of Contractor are to commence upon execution of this Contract and shall be undertaken and completed in accordance with the Schedule of Performance attached hereto and incorporated herein by this reference as Exhibit B.

5. SUSPENSION/TERMINATION
A. City shall have the right at any time to temporarily suspend Contractor’s performance hereunder, in whole or in part, by giving written notice of suspension to Contractor.

If City gives such notice, Contractor shall immediately suspend its activities under this Agreement.
537
B. This Contract may be terminated by either party, provided that the other party is given not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. If the agreement is terminated by the City:
i. Contractor shall immediately cease rendering services pursuant to this Agreement;
ii. Contractor shall, not later than five days after such notice of termination, deliver to City copies of all information prepared pursuant to this Agreement;
iii. City shall pay Contractor the reasonable value of services rendered by Contractor prior to termination; provided however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the agreement not been terminated or had Contractor completed the services required by this Agreement. Contractor shall furnish to City such financial information as in the judgment of the City is necessary for City to determine the reasonable value of the services rendered by Contractor.

The foregoing is cumulative and does not affect any right or remedy that city may have in law or equity.

C. Notwithstanding any provisions of this Contract, Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Contractor, and the City may withhold any payments due to Contractor until such time as the exact amount of damages, if any, due the City from Contractor is determined.

6. INDEPENDENT CONTRACTOR
Contractor enters into this Contract as an independent contractor and not as an employee or agent of the City. Contractor shall have no power or authority by this Contract to act on behalf of City in any capacity whatsoever as an agent, or to bind the City in any respect or to any obligations whatsoever. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Contractor are employees, agents, contractors or subcontractors of the Contractor and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Contractor by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Agreement.

7. AMENDMENTS, CHANGES OR MODIFICATIONS
Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

8. EXTENSIONS OF TIME
Contractor may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Contract or the attached Work Program in the manner provided in Section 7.
538

9. PROPERTY OF CITY
It is mutually agreed that all materials prepared by the Contractor under this Contract shall become the property of the City, and the Contractor shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Contractor shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Contractor in performing this Contract which is not Contractor’s privileged information, as defined by law, or Contractor’s personnel information, along with all other property belonging exclusively to the City which is in the Contractor’s possession.

10. COMPLIANCE WITH ALL LAWS
Contractor shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, all applicable laws, ordinances, and codes of federal, State and local governments, which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract.

For all leases and purchases of materials, equipment, supplies or other tangible personal property used to perform the agreement and shipped from outside California, the Contractor and any subcontractors leasing or purchasing such materials, equipment, supplies or other tangible personal property shall obtain a Use Tax Direct Payment Permit or Seller’s Permit from the California State Board of Equalization, in accordance with the applicable SBE criteria and requirements. This provision applies in all instances unless prohibited by the funding source for the agreement.

11. WARRANTIES AND RESPONSIBILITIES - CONTRACTOR
A. Contractor agrees and represents that it is qualified to properly provide the services set forth in Exhibit A in a manner which is consistent with the generally accepted standards of Contractor’s profession.

B. Contractor is duly licensed, qualified and experienced to perform the services set forth in the Scope of Services, Exhibit A. Contractor represents and warrants that Contractor has all licenses, permits, qualifications and approvals of whatsoever nature that are legally required for Contractor to practice its profession or provide any services under this Agreement.

Contractor represents and warrants that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits and approvals that are legally required for Contractor to practice its profession or provide such services. If Contractor is an out of state corporation, Contractor further warrants and represents that it possesses a valid certification of qualification to transact business in the State of California issued by the California Secretary of State.

C. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California. Contractor shall devote such time and effort to the performance of services pursuant to this Agreement as is necessary for the satisfactory and timely performance of Contractor’s obligations under this Agreement. Neither party shall be 539
considered in default of this Agreement to the extent that party’s performance is prevented or delayed by any cause that is beyond the reasonable control of that party.

D. All products of whatsoever nature that Contractor delivers to City pursuant to this Agreement shall be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession, and shall be provided in accordance with any scope of services or schedule of performance specified in Exhibits A or B.

E. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. Contractor shall designate a project manager who at all times shall represent the Contractor before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Contractor, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld. Contractor shall notify City in writing, of any other changes in Contractor’s staff assigned to perform the services required under this Agreement, prior to any such performance. In the event the City desires the removal of any person assigned by Contractor to perform services pursuant to this Agreement, because the City in its sole discretion, determines that such person is not performing in accordance with the standards required herein, Contractor shall remove such person immediately upon receiving notice from the City of the desire for the removal of such person.

F. Contractor agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law.

G. Contractor shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Contractor in writing within sixty (60) days of discovery. Should Contractor fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Contractor agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is based on such independent investigation and research. Contractor shall be liable for any expenses thereby incurred.

12. SUBCONTRACTING
None of the services covered by this Contract shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. Contractor shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Contractor.

13. ASSIGNABILITY
Contractor shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City. The City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. However, claims for money due or to become due Contractor from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.
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14. INTEREST IN CONTRACT
Contractor covenants that neither it, nor any of its employees, agents, contractors, or subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Contractor shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Contractor’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Contractor also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Contractor in writing that Contractor’s duties under this Contract warrant greater disclosure by Contractor than was originally contemplated. Contractor shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

15. MATERIALS CONFIDENTIAL
To the extent permitted by law, all of the materials prepared or assembled by Contractor pursuant to performance of this Contract are confidential and Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

16. LIABILITY OF CONTRACTOR-NEGLIGENCE
Contractor shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of the Contractor’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Contractor or its employees, agents, contractors or subcontractors.

17. INDEMNITY AND LITIGATION, COSTS
To the fullest extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify the City, its officers, officials, agents, employees and volunteers against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees, arising from all acts or omissions of Contractor, or its officers, agents or employees in rendering services under this Agreement; excluding however, such liability, claims, losses, damages or expenses arising from the City’s sole negligence, or willful acts. The provisions of this paragraph shall survive termination or suspension of this Contract. These Indemnification provisions are independent of and shall not in any way be limited by the Insurance requirements of this Agreement. City approval of the Insurance required by this Agreement does not in any way relieve the Contractor from liability under this section.

18. CONTRACTOR TO PROVIDE INSURANCE
Contractor agrees to have and maintain the policies set forth below, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. All policies, 541
endorsements, certificates, and/or binders shall be subject to approval by the City as to form and content. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

A. Minimum Scope and Limit of Insurance
i. Commercial General Liability (CGL) : Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. ii. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
iii. Workers’ Compensation as required by the State of California, with Statutory Limits and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Contractor has no employees, Contractor must notify City if an employee is hired, verify proof of coverage for any subcontractors, and agrees to hold City harmless and defend City from claims arising from failure to provide workers’ compensation benefits.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

B. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
i. Additional Insured Status . The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

ii. Primary Coverage . For any claims related to this Contract, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, or volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
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iii. Umbrella or Excess Policy . The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess Policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted. iv. Notice of Cancelation . Each insurance policy required above shall provide that coverage shall not be canceled, except with 30 days’ notice to the City, with ten days’ for notice of cancelation due to non-payment. v. Waiver of Subrogation. Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
vi. Self-Insured Retentions . Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
vii. Acceptability of Insurers . Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
viii. Claims Made Policies . If any of the required policies for professional liability insurance provide claims-made coverage:
a. The Retroactive Date must be shown and must be before the date of the Contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.
ix. Verification of Coverage . Contractor shall furnish the City with original Certificate of Insurance including all required amendatory endorsements (or copies of 543
the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
x. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors.
xi. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

19. GENERAL/MISCELLANEOUS PROVISIONS
A. Contract Documents . This Agreement including Exhibit A – Scope of Work, Exhibit B – Schedule of Performance, Exhibit C – Schedule of Fees, Exhibit D – Certificate of Compliance with Labor Code, Exhibit E – Labor Compliance, Exhibit F – Special Provisions, Exhibit G – Specifications, shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract. In the event of any conflict between the terms or conditions of this written Agreement and any terms or conditions of any document prepared or provided by Contractor and made a part of this Agreement, including without limitation any document relating to the scope of services or payment therefor, the written terms of this document shall control over those terms or conditions.

B. Non-Discrimination in Employment and Equal Employment Opportunity .

Contractor shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, color, ancestry, national origin, religious creed, sex (including pregnancy, childbirth breastfeeding or related medical condition), sexual orientation, gender, gender identity, gender expression and age (over 40), disability (mental and physical), medical condition, marital status, citizenship, and military and veteran status.

C. Inspection of Records . Contractor shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Contractor.

D. Entire Agreement. This Contract constitutes the entire agreement between the parties relative to the services specified herein and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No alteration or modification of this Agreement shall be valid or effective unless and until such modification is 544
evidenced by a writing signed by both parties to this Contract, by persons authorized to act on behalf of the parties. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing.

E. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

F. Waiver. Neither City’s acceptance of, or payment for, any service performed by Contractor, nor any waiver by either party of any default, breach, or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.

G. Notice. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: City of Rocklin
Public Works Department
4081 Alvis Court
Rocklin, CA 95677

City of Rocklin
Office of the City Attorney
3970 Rocklin Road
Rocklin, CA 95677

Contractor: Advanced Integrated Pest Management, Inc.
1482 Stone Point Drive
Roseville, CA 95661

H. Enforcement of Agreement . This Contract shall be interpreted, governed and enforced in accordance with the laws of the State of California. Venue of any action arising out of this Contract shall be brought and maintained in Placer County California, regardless of where else venue may lie. The parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such courts.

I. Attorney’s Fees. In any action brought by either party to enforce the terms of this Contract, each party shall bear responsibility for its attorney’s fees and all costs regardless of whether one party is determined to be the prevailing party.

J. Power and Authority to Enter into Agreement . All parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles, and capacities herein stated and on behalf of any entities, persons, or firms represented or purported to be represented by such entity(ies), person(s), or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with. Furthermore, by entering into this Agreement, Contractor hereby warrants that it shall not have breached the terms or conditions of any other 545
contract or agreement to which Contractor is obligated, which breach would have a material effect hereon.

K. Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include digital electronic signatures (DocuSign). The use of digital electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record- keeping system to the fullest extent permitted by applicable law.

L. Exhibits. All exhibits referred to herein and attached hereto, are by this reference incorporated as if set forth fully herein.

CONTRACTOR
By: ______________________________

Print Name: _______________________
Title: _____________________________
By: ______________________________

Print Name: _______________________
Title: _____________________________

CITY OF ROCKLIN
By: _______________________________
Aly Zimmermann, City Manager
ATTEST:

By: _______________________________
Avinta Singh, City Clerk
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APPROVED AS TO FORM:

By: ______________________________
Matthew McOmber, City Attorney
547

EXHIBIT A

SCOPE OF WORK

EXTERIOR/INTERIOR

1. Exterior service will be rendered monthly or bi-monthly as identified below. Contractor shall establish with the City’s designated representative a set maintenance schedule for all facilities. Any deviation to the set schedule will be communicated in writing and approved in advance by the City’s designated representative prior to its implementation.

2. A visual inspection and evaluation will be performed on all buildings, and adjacent areas on during regularly scheduled visit. Conditions that may result in pest activity will be documented and brought to the attention of the City’s designated representative.

3. Exterior treatment will be performed to maintain a proactive approach to crawling insects on a monthly or bi-monthly as identified below or as needed depending on activity.

4. Interior service will be rendered on an as needed basis, and is dependent on exterior inspection and/or calls from staff.

5. The interior of the facility will be inspected each service visit for conditions that may result in pest activity, all findings will be documented and communicated to the City’s designated representative.

6. Tamper resistant bait stations can be placed on the exterior of the property to monitor and reduce rodent activity. Devices will be inspected monthly or bi-monthly as identified below.

7. Webbing will be performed around building entrances monthly or bi-monthly as identified below.

8. Crack and crevice treatment will be performed as needed with approved materials.

Covered Pests: All flying and crawling insects (eg: Wasps, Hornets, Ants, Earwigs, Crickets, Centipedes, etc…)
All bait Stations will be owned by contractor.

Monthly Services
Service Location Sq Footage Service # Of Monthly
Services/Year
Finnish Temperance
4090 Rocklin Rd 6,604 Exterior Pest Control (includes 2 rodent bait stations) 12
Finnish Temperance
4090 Rocklin Rd N/A Ground Squirrel Control (includes
4 bait stations) 12
Rocklin Fire Department #24
3401 Crest Dr N/A Rodent Control (includes 2 rodent
bait stations) 12
Administration Bldg
3970 Rocklin Rd 17,354 Exterior Pest Control 12
City of Rocklin Historic City Hall
3980 Rocklin Rd 4,368 Exterior Pest Control (includes 2 rodent bait stations) 12
Police Department
4080 Rocklin Rd 38,854 Exterior Pest Control 12
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Event Center
2650 Sunset Blvd 31,148 Exterior Pest Control (includes 7 rodent bait stations) 12
Community Center
5480 5th St 18,901 Exterior Pest Control (includes 6
rodent bait stations) 12
Rocklin Fire Department #25
2001 Wildcat Blvd 5,302 Exterior Pest Control (includes 4 rodent bait stations) 12
Twin Oaks Park
5500 Park Dr 428 Exterior Pest Control 12
Parks and Rec
5460 5th St 8,117
Exterior Pest Control plus interior
of kitchen (includes 2 rodent bait
stations)
12 Parks and Rec
5460 5th St N/A
Additional Rodent Control with
traps (includes 2 rodent bait
stations)
12 Rocklin Fire Department #23
4060 Rocklin Rd 15,508 Exterior Pest Control 12
Quarry Park Amphitheater
4000 Rocklin Rd. 5,476 Exterior Pest Control of storage and stage 12
Train Depot/City of Commerce
3700 Rocklin Rd 3,400 Exterior Pest Control 12
Bimonthly Services
Service Location Sq Footage Service # Of Bimonthly
Services/Year
Corp Yard
4081 Alvis Ct. 21,387 Exterior Pest Control (includes 6 rodent bait stations) 6
Johnson Springview Park
5480 5th St 1,160 Exterior Pest Control (2 snack
bars, dugouts, backstops) 6
Kathy Lund Park
6101 West Oaks Blvd 20,538
Exterior and Interior Pest Control
(2 snack bars, umpire booth,
storage areas)
6 Kathy Lund Park
6101 West Oaks Blvd N/A
Exterior Rodent Control on
storage units for little league
(includes 4 rodent bait stations)
6 549
Margaret Azevedo Park
1900 Wildcat Blvd 1,292 Exterior Pest Control (snack bar, dugouts, backstops and stands) 6
Peter HIll Heritage Park
5251 Front St 3,213 Exterior Pest Control 6
Rocklin Fire Department #24
3401 Crest Dr 10,958 Exterior Pest Control (includes 1
rodent bait station) 6
Rocklin History Museum
3895 Rocklin Rd 1,471 Exterior Pest Control (includes 1 rodent bait station) 6
Twin Oaks Park
5500 Park Dr 2,320
Exterior Pest Control (snack bar
and dugouts, includes 2 bait
stations)
6 Twin Towers @ Whitney
Community Park
1801 Whitney Ranch Pkwy
N/A
Exterior and Interior Pest Control
for both towers (includes 4
rodent bait stations)
6 Whitney Community Park
1800 Whitney Ranch Pkwy 10,644
Exterior Pest Control (snack bar
and dugouts, includes 2 bait
stations)
6 Bird-Out Scope of Service

1. Site is evaluated to determine proper quantity and placement of Bird-Out cartridges.

2. Site is cleaned thoroughly prior to installation.

3. Cartridges applied to service using silicon or other removable adhesive.

4. Cartridges replaced bi-monthly.

5. Bird-Out Aromatic bird repellent boxes to be owned by contractor.

Bird-Out Services
Service Location Quantity Service # Of Annual
Services
Corp Yard
4081 Alvis Ct. 4 Bird Deterrent for Woodpeckers 6
Event Center
2650 Sunset Blvd 5 Bird Deterrent for Woodpeckers 12
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As Needed Services
 Additional Rodent Control
 Callback for Additional Pest Services
 Seasonal Insect Callouts
 New Pest Service
 New Bird Deterrent
 New Large Rodent Service
 New Small Rodent Service
Special Provisions

1. Permit Fees
 Any/all City of Rocklin required/issued permits and city inspections for this project will be issued and/or provided on a no-fee basis.

2. Business License
 Contractor and all subcontractors will be required to obtain, at their cost, the appropriate business license.

3. Site Security and Cleanup
 Contractor is responsible to keep site secured at all times and free from hazards.

All equipment, materials, and supplies shall be secured throughout the project. 551

EXHIBIT B

SCHEDULE OF PERFORMANCE
This agreement shall become effective on December 1, 2024, sand shall remain in effect for three (3) years and seven (7) months.
552

EXHIBIT C
Schedule of Fees
This total compensation shall not exceed Seventy-Eight Thousand, Nine Hundred and Fifty- One Dollars ($78,951). See below for the service rates:
553
As Needed Services:
 Additional Rodent Control – Pricing will be quoted after an inspection is done.  Callback for Additional Pest Services – Included in monthly/bi-monthly pricing.  Seasonal Insect Callouts - Included in monthly/bi-monthly pricing. 554
 New Pest Service - Pricing will be quoted after an inspection is done.  New Bird Deterrent - Pricing will be quoted after an inspection is done.  New Large Rodent Service - Pricing will be quoted after an inspection is done.  New Small Rodent Service - Pricing will be quoted after an inspection is done. 555

EXHIBIT D
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract.

CONTRACTOR
By:
[Name, Title]
556

EXHIBIT E

LABOR COMPLIANCE

1. PREVAILING WAGE
A. The Work contemplated herein constitutes a public work within the meaning of Labor Code sections 1720 and 1771. It shall be mandatory upon the Contractor and upon any Subcontractor, to pay not less than the said specified prevailing rates of wages to all workers employed by them under the Contract in accordance with Labor Code section 1774. The Director of the Department of Industrial Relations ("DIR") of the State of California has determined the general prevailing rate of wages of per diem wages in the locality in which the work is to be performed for each craft or type of worker needed to execute the Contract. The Contractor acknowledges that it has examined the prevailing rate of per diem wages as established by the DIR. Copies of the current schedules for prevailing wages are on file at City Hall, and the contents of those schedules are incorporated herein as if set forth in full. The Contractor shall post a copy of the applicable prevailing wage determinations at each job site, along with any other work place posters required by law.

B. The City will not recognize any claims for additional compensation because of the payment of prevailing wages. The possibility of wage increases is one of the elements to be considered by the Contractor in determining its proposal, and will not under any circumstances be considered as the basis of a claim against the City.

C. By executing this Contract Contractor warrants that it has registered with the Department of Industrial Relations in accordance with Labor Code section 1725.5.

2. PREVAILING WAGE RECORDS
A. The Contractor and each subcontractor shall keep an accurate payroll record which shows the name, address, social security number, correct work classification (in accordance with the wage decision), both straight and overtime worked each day and week, and hourly rate of pay, gross wages earned, deductions made and net wages paid to each journeyman, apprentice, worker or other employee paid by the Contractor /subcontractor in connection with the Work. These payroll records shall be certified and shall be made available at Contractor's principal office. These records shall be maintained during the course of the Work. The Contractor and all subcontractors shall make the certified payroll records available for inspection by City representatives upon request and shall permit such representatives to interview employees during the work hours on the job site.

B. The City shall notify the Contractor in writing of any discrepancies or violations that are discovered during such inspections. Written notification pursuant to this Section shall include the actions that will be necessary to resolve the discrepancies and/or violations. The Contractor shall be held entirely responsible for the prompt resolution of all non-compliances with the prevailing wage laws, including those pertaining to all subcontractors and any lower-tier subcontractors. The Contractor shall forfeit as penalty to the City the amount specified by law for each calendar day or portion thereof for each worker (whether employed by the Contractor or any subcontractor) paid less than the stipulated prevailing rates for any work done under the Contract in violation of the provisions of the Labor Code and in particular, Section 1775. 557
C. To the extent applicable, Contractor and subcontractors shall maintain and furnish to the Department of Industrial Relations ("DIR"), a certified copy of each weekly payroll (but no less often than monthly), with a statement of compliance signed under penalty of perjury. Such certified payroll reports shall be transmitted electronically to the DIR.

D. The City will not recognize any claims for additional compensation because of the payment of the prevailing wages. The possibility of wage increases is one of the elements to be considered by the Contractor in entering into the Contract, and will not under any circumstances, other than delays caused by the City, or the City’s agents, be considered as the basis of a claim against the City.

3. Labor Discrimination
Attention is directed to Section 1735 of the Labor Code, which reads as follows:
“No discrimination shall be made in the employment of persons upon public works because of their race, color, national origin or ancestry, physical handicap, mental condition, marital status, or sex of such person, except as provided in Section 12940 of the Government Code, and every General Contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter.”
4 Eight-Hour Day Limitation
(a) In accordance with the provisions of the Labor Code, and in particular, Sections 1810 to 1815 thereof, inclusive, incorporated herein by reference, eight hours labor shall constitute a day's work, and no worker in the employ of Contractor, or any Subcontractor, doing or contracting to do any part of the work contemplated by the Contract, shall be required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of those provisions; provided that subject to Labor Code Section 1815, a worker may perform work in excess of either eight (8) hours per day or forty (40) hours during any one week upon compensation for all hours worked in excess of eight (8) hours per day or forty (40) hours during any one week at not less than one and one-half times the basic rate of pay.
(b) The Contractor and each Subcontractor shall also keep an accurate record showing the names and actual hours worked of all workers employed by them in connection with the Contract. This record shall be open at all reasonable hours to the inspection of the City. It is hereby further agreed that, except as provided in (a) above, the Contractor shall forfeit as a penalty to the City the sum of twenty-five dollars ($25) for each worker employed in the performance of the Contract by the Contractor or by any of its Subcontractors for each calendar day during which such worker is required or permitted to labor more than eight (8) hours in and one calendar day and forty (40) hours in any one calendar week in violation of Sections 1810 through 1815.

5. Compliance with State Requirements for Employment of Apprentices (a) The Contractor's attention is directed to Section 1777.5 of the Labor Code.

Provisions of said Section pertaining to employment of registered apprentices are hereby incorporated by reference into this Contract. As applicable, the Contractor or any Subcontractor 558
employed by the Contractor in the performance of this Contract shall take such actions as necessary to comply with the provisions of Section 1777.5. 559
560
City Council
Staff Report

Subject:

Atherton Sewer Truck Line Upgrade Project - Easement Acquisition Date:

October 22, 2024
Submitted By:

Justin Nartker, Public Works Director
Department:

Public Works
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Authorizing the City Manager to Execute a Purchase and Sale Agreement and Necessary Related Documents for the Purchase of an Additional Sewer Easement at 695 Menlo Drive (APN 017-281-010 and APN 017-281-012) for the Northwest Rocklin Sewer Annexation Construction with GAP, INC.

Background:

In 2002, the City of Rocklin annexed the Northwest Rocklin Annexation Area. As part of this annexation, it was determined that the Atherton sewer trunk line would need to be upsized in the future to accommodate growth in the area. In 2013 the City, in coordination with South Placer Municipal Utility District (SPMUD) and developers, approved a Development Impact Fee to provide a financing mechanism to fund sewer trunk line upsizing required for further development in the Northwest Rocklin Annexation Area. The City and SPMUD agreed that the
City would construct the trunk line upsizing at a time in the future when the number of building permits warranted the additional sewer capacity.

In 2022, the number of building permits issued triggered the need to construct the Atherton Sewer Trunk Line Upgrade Project. As the design process for the project progressed, SPMUD informed the City that the existing 15-foot easement for the sewer trunk line was insufficient.

SPMUD required the expansion of the easement to a total of 30 feet to accommodate the upsizing of the sewer line.

The City is now prepared to move forward with the acquisition of the necessary expanded sewer easements located at 695 Menlo Drive, owned by Gap, Inc. (APN 017-281-010 and APN 017-281-012). The total area required for the easement is 6,307 square feet.

Staff initiated discussions with Gap, Inc., and the City’s consultant successfully negotiated a purchase price of Twenty-Five Thousand Dollars ($25,000) for the easement. This amount does not include any associated escrow fees necessary to complete the transaction. The purchase will be payable in one lump sum.

Item Number C18.

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Environmental Analysis:

The City of Rocklin’s Environmental Coordinator has determined that the Additional Sewer Easements for the Atherton Sewer Trunk Line is exempt from the California Environmental Quality Act (CEQA) pursuant to California Code of Regulations Section 15061(b)(3).

Fiscal Impact:

This project is funded using Whitney Ranch Trunk Sewer Project Fund (306).

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A and B - GAP Agreement

3. Sewer Easement Maps
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Resolution No. 2024- October 22, 2024 Page 1 of 2
1 RESOLUTION NO. 2024-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AND SALE

AGREEMENT AND RELATED DOCUMENTS NECESSARY FOR THE PURCHASE OF AN ADDITIONAL SEWER EASEMENT AT 695 MENLO DRIVE (APN 017-281-010 and APN 017-281-012) FOR THE NORTHWEST ROCKLIN SEWER ANNEXATION CONSTRUCTION PROJECT WITH GAP, INC.

WHEREAS, in 2002, the City of Rocklin annexed the Northwest Rocklin Annexation Area, and as part of this annexation determined that the Atherton trunk sewer line would need to be upsized in the future to accommodate growth; and WHEREAS, because the development of the area has increased the City has constructed the Atherton trunk sewer line upgrade project; and WHEREAS, during the design of the project South Placer Municipal Utility District determined that the current easement of 15 feet was insufficient and must be increased to 30 feet; and
WHEREAS, this project requires the acquisition of additional sewer easement across the property of 695 Menlo Drive, APN 017-281-010 and APN 017-281-012; and WHEREAS, such property was appraised by a qualified appraiser, and the City’s consultant negotiated a purchase and sale agreement to acquire additional sewer easement across the property of the GAP Inc. for a total amount of Twenty-Five Thousand Dollars ($25,000) along with any associated escrow fees; and NOW THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The recitals set forth above are true and correct.

Section 2. The City Manager is authorized to execute a Purchase and Sale Agreement with the GAP Inc. in the amount of $25,000 along with any associated escrow fees, for the acquisition of a portion of the property at 695 Menlo Drive, APN 017-281-010 and APN 017-281-012, in substantially the form attached hereto as Exhibit ”A.”
Section 3. The City Manager is authorized to complete, or cause to be completed, all other documents necessary and related to the purchase of the additional sewer easement including acceptance of the sewer easement on behalf of the City. 563
Resolution No. 2024- October 22, 2024 Page 2 of 2
1 PASSED AND ADOPTED this 22nd day of October, 2024, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
_______________________________
Greg Janda, Mayor
ATTEST:
______________________________
Avinta Singh, City Clerk
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Page 1 ends

to Reso. No. 2024-

EXHIBIT A
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1 AGREEMENT FOR ACQUISITION OF SEWER EASEMENT

THIS AGREEMENT FOR ACQUISITION OF SEWER EASEMENT
(“Agreement”) is entered into this 22nd day of October 2024 (“Effective Date”), by and between the CITY OF ROCKLIN, (“PURCHASER”), a municipal corporation of the State of California, and GAP, Inc., a California corporation (“SELLER”). PURCHASER and SELLER may hereinafter be referred to as the “Parties.”

RECITALS

A. SELLER is the owner of the real property located at 695 Menlo Drive, Rocklin, CA 95765, also known as Placer County Assessor’s Parcel Number s 017-281-010 and 017-281-012 (“Property”).

B. PURCHASER desires to acquire additional sewer easement across the Property, more particularly described and depicted in Exhibit “A” all easements, hereditaments, and appurtenances belonging to or inuring to the benefit of SELLER and pertaining thereto. All attached hereto and by this reference made a part of this Agreement, for the PURCHASER ’s Northwest Rocklin Sewer Annexation Construction (“Project”), a public works project and public use.

C. On or about August 26, 2022, PURCHASER sent to SELLER a notice of PURCHASER’s intent to appraise the Sewer Easement Interest for the purpose of initiating negotiations to acquire said interests for the Project, and pursuant to such notice, PURCHASER obtained an appraisal of the Sewer Easement Interest.

D. Subject to the terms and condition hereof, SELLER desires to sell the PURCHASER the additional sewer easement and the PURCHASER desires to purchase the additional sewer easement from SELLER.

E. The PURCHASER will acquire the additional sewer easement, which includes the sewer easement interests generally depicted in the attached Exhibit “A.” Exhibit “A” reflects the easement to be acquired in fee.

NOW, in consideration of the mutual covenants and promises of the Parties, the Parties agree as follows:

1. CONVEYANCE OF THE EASEMENT. SELLER agrees to sell and convey to PURCHASER and PURCHASER agrees to purchase from SELLER upon the terms and conditions hereinafter set forth, all right, title, and interest of SELLER in and to the sewer easement interests generally depicted in the attached Exhi bit “ A,” hereinafter referred to as the “Sewer Easement.”

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2 2. PURCHASE PRICE. The total purchase price to be paid by the PURCHASER through escrow for the Sewer Easement is Twenty-Five Thousand Dollar ($25,000) along with associated escrow costs , the “Purchase Price.” Parties agree that this Purchase Price includes all improvements and severance damages, if any.

3. ESCROW.

a) PURCHASER agrees to open escrow in accordance with this Agreement with _________ (hereinafter referred to as “Escrow Agent”), located at ________ (hereinafter referred to as “Escrow Agent”), within two (2) weeks of entering into this Agreement. This Agreement constitutes the joint escrow instructions of PURCHASER and SELLER, together with such additional instructions as may be executed by the Parties and delivered to the Escrow Holder. Escrow Holder to whom these instructions are delivered, is hereby empowered to act under this Agreement. The parties agree to do all acts reasonably necessary to close this escrow in the shortest possible time.

b) PURCHASER agrees to deposit Twenty-Five Thousand Dollars [$25,000] (the “Deposit”) to an account at such bank as designated by the Escrow Holder. Escrow Holder agrees to hold the Deposit in escrow pursuant to the terms of this Agreement. Any interest earned on the Deposit shall be deemed to be part of the Deposit and shall be paid together with the Deposit, it being understood and agreed that if the transaction contemplated under this Agreement closes, any interest earned on the Deposit shall be credited to the Purchase Price upon the Closing. The balance of the Purchase Price shall be deposited by PURCHASER’s transfer of funds with Escrow Holder on or before the Closing Date, subject to any credits or apportionments as provided for under the terms of this Agreement.

c) Costs.

3.c.1. PURCHASER shall pay all Escrow fees, charges, and costs associated with this real estate transaction, including title insurance premiums.

3.c.2. CANCELLATION CHARGES. If the escrow fails to close by reason of a default by PURCHASER or SELLER hereunder, such defaulting party shall pay all escrow or other charges. If the escrow fails to close for any reason other than default by PURCHASER or SELLER, then PURCHASER shall pay such charges.

4. ACCESS TO THE SEWER EASEMENT.

a) At any time period prior to the Closing, PURCHASER, its agents, employees, consultants, inspectors, appraisers, engineers and contractors shall have the right to enter the Sewer Easement to examine and inspect the same, as well as conduct such tests, studies, investigations and surveys as PURCHASER deems necessary in its sole discretion, to assess utility availability, soil conditions, environmental conditions, physical conditions and the like of the Sewer Easement. In accessing the Sewer Easement, PURCHASER shall 567

3 comply with all applicable laws and regulations of application governmental authorities .

In connection with such access, neither PURCHASER nor PURCHASER’s representatives shall (1) unreasonably interfere with or permit unreasonable interference with any person providing service at the Sewer Easement; or (2) unreasonably interfere with the business of SELLER conducted at the Sewer Easement . PURCHASER shall schedule and coordinate access to the Sewer Easement prior to Closing with SELLER and shall endeavor to provide the SELLER at least three p rior business days prior notice thereof. SELLER shall allow PURCHASER ’s representatives unlimited access to the Sewer Easement.

b) In addition to the provisions of subdivision (a) hereof, PURCHASER and its agents, employees, or contractors shall have the right from the Effective Date until the Close of Escrow, to contact any federal, state, or local governmental authority or agency to investigate any matters relating to the Sewer Easement . SELLER agrees to cooperate reasonably with PURCHASER and its agents, employees, or contractors in the inspection of the Sewer Easement and agrees to deliver to PURCHASER all information in SELLER’s possession or control pertaining to the condition of the Sewer Easement , including engineering and environmental reports, studie s, tests, monitoring results, and related documentation.

c) PURCHASER agrees to indemnify and hold SELLER harmless from and against all losses, costs, damages, claims, liabilities or expenses ( including, without limitation, reasonable and documented attorney’s fees and court costs, but excluding consequential and indirect damages) incurred by SELLER arising from or by reason of PURCHASER or PURCHASER’s authorized representatives access to, or in spections of the Sewer Easement prior to the close of escrow, except to the extent any such losses, costs, damages, liabilities or expenses are caused by or resulting from (a) any acts or omissions of SELLER; (b) SELLER’s negligence or willful misconduct; (c) any preexisting dangerous, illegal, or defective condition at the Sewer Easement. The provisions of this Section shall survive 30 days following the termination of this Agreement.

5. HAZARDOUS MATERIALS/SUBSTANCES.

a) As used in this Agreement, “hazardous materials or substance” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any environmental laws as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, “infectious waste”, “toxic substance”, “toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term “hazardous materials” shall also include asbestos or asbestos -containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by- products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, and 568

4 synthetic gas usable as fuel, perchlorate, and methyl tert butyl ether, whether or not defined as a hazardous waste or hazardous substance in the environmental laws.

b) To the fullest extent allowed by law, SELLER agrees to unconditionally and fully indemnify, protect, defend (with counsel satisfactory to PURCHASER ), and hold PURCHASER and its elected and appointed officers, officials, employees, agents, consultants and c ontractors harmless from and against any and all claims (including without limitation third party claims for personal injury, real or personal Sewer Easement damage, or damages to natural resources), actions, administrative proceedings (including without limitation both formal and informal proceedings), judgments, damages, punitive damages, penalties, fines, costs (including without limitation any and all costs relating to investigation, assessment, analysis or cleanup of the Sewer Easement ), liabilities (including without limitation sums paid in settlements of claims), interest, or losses, including reasonable attorneys’ and paralegals’ fees and expenses (including without limitation any such fees and expenses incurred in enforcing this Agreement or collect ing any sums due hereunder), together with all other costs and expenses of any kind or nature (collectively, the “Costs”) that arise directly or indirectly from or in connection with the violation of environmental laws or the presence, suspected presence, release, or suspected release, of any hazardous materials in, on or under the Sewer Easement or in or into the air, soil, soil gas, groundwater, or surface water at, on, about, around, above, under or within the Sewer Easement, or any portion thereof, except those Costs that arise solely as a result of actions by PURCHASER. The indemnification provided in this paragraph shall apply to and include , but not be limited to, claims or actions brought by or on behalf of employees of SELLER or any of its predeces sors in interest and SELLER hereby expressly waives any immunity to which SELLER may otherwise be entitled under any industrial or worker’s compensation laws. In the event the PURCHASER suffers or incurs any Costs, SELLER shall pay to PURCHASER the total of all such Costs suffered or incurred by the PURCHASER upon demand therefore by PURCHASER . The indemnification provided by this Section shall include, without limitation, all loss or damage sustained by the PURCHASER due to any hazardous materials: (a) that are present or suspected by a governmental agency having jurisdiction to be present in the Sewer Easement or in the air, soil, soil gas, groundwater, or surface water at, on, about, above, under, or within the Sewer Easement (or any portion thereof) or to have emanated from the Sewer Easement, or (b) that migrate, flow, percolate, diffuse, or in any way move onto, into, or under the air, soil, soil gas, groundwater, or surface water at, on, about, around, above, under, or within the Sewer Easement (or any portion thereof) after Effective Date as a result of SELLER ’s or its predecessors’ activities on the Sewer Easement. The provisions of this Section shall survive the termination of this Agreement and the Close of Escrow.

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5 6. PRELIMINARY TITLE REPORT, EXCEPTIONS AND VIOLATIONS.

a) By not later than seven (7) business days following the Effective Date, the PURCHASER may at its discretion obtain a P reliminary Title Report (“Title Report”) for the Sewer Easement, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters affecting SELLER’s title to the Sewer Easement.

b) PURCHASER may approve or disapprove each exception shown on the Title Report and each encroachment, overlap, or boundary line dispute, or any other matter that materially and adversely affects title to the Sewer Easement Interest or that violates any law, rule, or regulation (each an “Exception”) within thirty (30) days following the Effective Date.

PURCHASER’s failure to object within said time period shall be deemed to be a disapproval of the Exceptions. The Exceptions approved by the PURCHASER hereunder shall be referred to as the “Approved Exceptions.” PURCHASER shall have no need to object to any Mandatory Title Removal Item, which shall automatica lly be deemed Title Objections. Mandatory Title Removal Items shall mean collectively (i) any Title Objections which have been voluntarily recorded or otherwise placed, or permitted to be placed, by SELLER against the Sewer Easement on or following the date hereof (other than with the prior written approval of PURCHASER); (ii) any deeds of trust, security instruments, f inancing statements, or other instruments which evidence or secure indebtedness, judgments and liens against the Sewer Easement , including without limitation, mechanics liens, tax liens, an real estate taxes, in each case which are due and payable but which remain unpaid and/or of record as of the Closing Date; or (iii) any Title Objections which would not constitute a voluntary lien but which can be removed by the payment of a liquidated sum of money. If SELLER fails to discharge and remove record any Mandatory Title Removal items on or prior to the Closing Date, at PURCHASER’s election, such failure shall constitute a SELLER default.

c) If any Exception is disapproved or deemed disapproved (each a “Disapproved Exception”), the PURCHASER at its discretion may agree in writing to give the SELLER a specified amount of time to allow the SELLER to cause each Disapproved Exception to be discharged, satisfied, released, or terminated, as the case may be, of record, and in a form that is reasonably satisfactory to PURCHASER and Escrow Holder all at SELLER’s sole cost and expense. SELLER authorizes Escrow Holder to disburse from the cash portion of the Purchase Price and proceeds otherwise disbursable to SELLER upon Close of Escrow the sum sufficient to discharge any Disapproved Exception that may be discharged only by the payment of money. If SELLER is unable or unwilling to obtain a discharge, satisfaction, release, or termination of any Disapproved Exception within the time period specified by the PURCHASER , then the PURCHASER at its sole discretion may terminate this Agreement by giving SELLER written notice o f termination. The PURCHASER at its sole discretion may choose to waive in writing any Disapproved Exception, in which event such Disapproved Exception shall be deemed an Approved 570

6 Exception under this Agreement. If the PURCHASER terminates this Agreement pursuant to this subsection, then the Parties shall be relieved of all further obligations and liabilities to each other under this Agreement except as otherwise provided herein, and all funds and documents deposited in escrow shall be promptly refunded or returned, as the case may be, by Escrow Holder to the depositing party.

d) Violations. SELLER shall pay all fines and penalties assessed against the Sewer Easement for violations of law or municipal ordinances, orders, designations or requirements whatsoever noted in or issued by any federal, state, municipal or other governmental department or authority, including by not limited to any issued raises or violations discovered by an inspection of the Sewer Easement or any condition or state of repair or disrepair of the Sewer Easement , whether or not note, which, if noted, would result in a violation being placed on the Sewer Easement.

7. CONDITIONS PRECEDENT TO PURCHASER’S OBLIGATIONS.

a) PURCHASER’s obligations with respect to the transactions contemplated by this Agreement are subject to the timely satisfaction (or waiver by PURCHASER ) of the following conditions on or before the closing date:

7.a.1. Escrow Agent shall obtain and deliver to PURCHASER no later than five (5) business days prior to the Close of Escrow, an irrevocable title commitment for a CLTA Owner’s Title Insurance Policy (“Title Policy”) (or at PURCHASER ’s election, an ALTA Owner’s Title Insurance Policy) in the amount of the Purchase Price for the benefit and protection of PURCHASER, showing fee simple title to the Sewer Easement Interest being acquired in fee, vested in PURCHASER, subject only to the Permitted Exceptions and the standard preprinted exceptions for the form o f policy selected by PURCHASER, including such endorsements as may reasonably be requested by PURCHASER , and irrevocably committing the title company to issue the Title Policy to PURCHASER upon the Close of Escrow.

7.a.2. SELLER shall have duly performed each and every covenant of SELLER hereunder.

7.a.3. All representations and warranties made by SELLER hereunder shall be true and correct as if made on and of the closing date.

7.a.4. The physical condition of the Sewer Easement shall be in substantially the same condition as on the Effective Date.

7.a.5. SELLER shall have delivered to the Escrow Holder each of the items required to be delivered by SELLER.

b) If any one or more of the conditions set forth above are not satisfied or otherwise expressly waived in writing by PURCHASER on or prior to the Closing Date, PURCHASER may elect in PURCHASER’s sole discretion, to terminate this Agreement in which event Escrow Holder shall return the Deposit to PURCHASER, upon such refund being made this Agreement shall terminate and the parties shall have no further liability hereunder 571

7 except with respect to those obligations which expressly survive the termination of this Agreement.

c) The Closing shall constitute conclusive evidence that PURCHASER has waived any conditions set forth above, which are not satisfied as of the Closing, unless otherwise set forth in a separate writing.

8. CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS.

a) SELLER’s obligations with respect to the transactions contemplated by the Agreement are subject to the timely satisfaction (or waiver by SELLER) of the following conditions on or before the Closing Date:

8.a.1. PURCHASER shall have duly performed in all material respects the covenants of PURCHASER hereunder.

8.a.2. PURCHASER’s representations and warranties set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on and as of the Closing Date.

8.a.3. PURCHASER shall have delivered to e scrow each of the items, including the balance of the Purchase Price, required to be delivered by PURCHASER pursuant to this Agreement.
b) If any one or more the of the conditions set forth above are not satisfied or otherwise expressly waived in writing by SELLER on or prior to the Closing Date, SELLER may elect, in SELLER’s commercially reasonable discretion, to terminate this Agreement in which event Escrow Holder shall return the Deposit to PURCHASER, so long as PURCHASER is otherwise entitled thereto, and upon such refund being made this Agreement shall terminate, and the parties shall have no further liability hereunder except with respect to those obligations which expressly survive the termination of this Agreement.
c) The Closing shall constitute conclusive evidence that SELLER has waived any conditions set forth above which are not satisfied as of the Closing, unless set forth in a separate writing.

9. CLOSING
a) Closing Date. The closing of the transaction contemplated by this Agreement shall occur at ____ pm on____, 2024, the “Closing Date,” through an escrow closing with the Escrow Holder in accordance with this provision and any other instructions to the Escrow Holder, which must be consistent with the terms of this Agreement (“Escrow Instructions”). In the event of any conflict between the provisions of this Agreement and any supplementary instructions, the terms of this Agreement shall control.

b) Closing Extension. PURCHASER shall be entitled to extend the Closing Date two times for 45 days each, for a total of 90 days , by delivering written notice to the SELLER no later than ten business days prior to the scheduled Closing Date. 572

8 c) SELLER’S Closing Deliverables. No later than one business day prior to the Closing Date, SELLER shall deliver or cause to be delivered to the Escrow Holder, one original (unless otherwise indicated) of the following, (collectively the “SELLER’s Closing Deliverables”):

9.c.1. A sewer easement in the form attached hereto and made a part hereof as Exhibit A, duly executed by SELLER and otherwise in proper form for recording so as to convey the Sewer Easement interest to the PURCHASER, as required by this Agreement.

9.c.2. Any other documents required by the Escrow Holder to close the real Sewer Easement transaction.

d) Closing Statement. At least one business day prior to the Cl osing Date, Escrow Holder shall prepare and deliver for SELLER and PURCHASER’s review and approval a final closing statement for each party.

e) Disbursements and Other Actions by Escrow Holder. At the Closing, Escrow Holder shall promptly undertake all of the following in the manner indicated:

9.e.1. Record the Sewer Easement in the Official Records of Placer County, California, with no intervening liens between the effective date of the Title Commitment and the recording of the documents;

9.e.2. Disburse the funds deposited with Escrow Holder in accordance with eac h party’s respective Closing Statement;

9.e.3. Deliver to PURCHASER (i) a conformed copy of the Sewer Easement showing the application recording information thereon; (ii) a copy of the final Closing Statement; and (iii) originals (or copies where originals are not available) of each other non - recorded documents submitted into escrow by PURCHASER and SELLER; and

9.e.4. Deliver to PURCHASER the Title Policy.

10. CONVEYANCE OF TITLE TO SEWER EASEMENT INTEREST AND WORK TO BE PERFORMED BY THE PURCHASER.

a) At Close of Escrow, SELLER agrees to convey to PURCHASER the Sewer Easement described and depicted in Exhibit “A”.
b) The PURCHASER is performing for the Project in the acquisition of the Sewer Easement areas at its sole cost and expense.

11. SUBORDINATION. P rior to closing, the S ELLER shall acquire from all lien holders their consent and agreement to subordinate such liens to the Sewer Easement in a form acceptable to PURCHASER for recordation at the close of escrow.

12. ACCESS. PURCHASER agrees to maintain access to and from Rocklin Road and/or Pacific Street and the Sewer Easement for vehicular traffic during business hours and/or provide another entrance to the Sewer Easement during construction of the Project.

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9 13. NOTICE TO TENANTS. This agreement is expressly made between the PURCHASER and the SELLER. The PURCHASER has not reviewed, nor does it have access to any lease or rental agreements with any of SELLER ’s tenants. SELLER is responsible for any notification to its tenants and for any terms of any lease or rental agreements between SELLER and its tenants.

14. RELEASE AND SELLER INDEMNIFICATION. Except for instances involving a breach by PURCHASER of its obligations under this Agreement, SELLER releases, remises, acquits and forever discharges PURCHASER , its employees, agents, attorneys and other representatives (collectively “Released Parties”) from and against any and all claims, causes of action, suits, legal or administrative orders or proceedings, demands, actual damages, punitive damages, losses, costs, liabilities and expenses, WHETHER KNOWN OR UNKNOWN, direct or indirect, foreseeable or unforeseeable, by any and all, current and/or future tenants, which concern or in any way relate to the PURCHASER’s acquisition of the Sewer Easement Interest, including, but not limited to, any and all claims for greater compensation, severance damages, litigation fees, costs, damages, loss of goodwill, real Sewer Easement, furniture, fixtures and equipment, and interest.

SELLER expressly waives any and all rights SELLER may have under § 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT IF KNOWN BY HIM OR HER WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

All of the provisions of this Section 16 shall survive the Close of Escrow.

15. LEASE WARRANTY. SELLER warrants that there are no oral leases on all or any portion of the Sewer Easement exceeding a period of one month. SELLER agrees to execute a complete, current, and correct statement of rentals (if any) on a form furnished to SELLER and deliver same to PURCHASER within fifteen (15) days after executing this Agreemen t with copies of any current written leases or rental agreements attached.

SELLER warrants that the rental statement (if any) referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorde d) and SELLER agrees to defend and hold PURCHASER harmless from all liability from any such leases or agreements. SELLER agrees to defend and hold PURCHASER harmless and reimburse PURCHASER for any and all of its losses and expenses occasioned by reason of any lease of the Sewer Easement held by any tenant of SELLER for a period exceeding one month, if any.

16. LOSS OR DAMAGE . Loss or damage to the Sewer Easement Interest area or any improvements thereon, by fire or other casualty, occurring prior to the recordation of the Grant Deed shall be at the risk of SELLER and the PURCHASER may elect to terminate this Agreement. 574

10 In the event that loss or damage to the real Sewer Easement or any improvements thereon, by fire or other casualty, occurs prior to the recordation of the Grant Deed, PURCHASER may elect to require SELLER to assign or pay to PURCHASER the proceeds of any insurance which may become payable to SELLER , or to permit such proceeds to be used for the restoration of the damage done, if any.

17. WARRANTIES, REPRESENTATIONS, AND COVENANTS

a) SELLER warrants, represents, and/or covenants to PURCHASER that:

17.a.1. To the best of SELLER ’s knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Sewer Easement or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign, including related to hazardous substances.

17.a.2. SELLER has or will deliver or make available to PURCHASER complete copies of all due diligence materials to the extent in SELLER’s possession or under SELLER’s control with regard to the Sewer Easement , and there are no other documents or due diligence information requested by PURCHASER, that have not been provided to PURCHASER.

17.a.3. To SELLER’s knowledge, none of such due diligence materials contains any untrue statement of a material fact or omits to state a fact necessary to make the statement of fact contained herein not misleading in any material respect.

17.a.4. SELLER has not placed any and to SELLER’s knowledge, there are no Hazardous Material installed, stored in, or otherwise existing at on, in, or under the Sewer Easement in violation of any Environmental laws.

17.a.5. SELLER has not filed any voluntary or had any involuntarily filed against it in any court or with any governmental body pursuant to any federal or state law, a petition in bankruptcy or insolvency; suffer ed an attachment or other judicial seizure of its assets; given notice to any person or governmental body of insolvency; or made an assignment for the benefit of its creditors or taken any other similar action for the protection or benefit of its creditors.

17.a.6. The Sewer Easement crosses two legal lots or parcels. The Sewer Easement is not encumbered by a declaration or other agreement transferring any development rights or air rights appurtenant to the Sewer Easement to any other Sewer Easement.

17.a.7. During the period from the effective date of this Agreement until the Closing Date, SELLER shall maintain the Sewer Easement in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Sewer Easement.

17.a.8. During the period from the effective date of this Agreement until the Closing Date, SELLER shall not do anything which would impair SELLER ’s title to any of the Sewer Easement.

17.a.9. To the best of SELLER’s knowledge, neither the execution of this Agreement nor the performance of the obligations set forth in it will conflict with, or breach, any of 575

11 the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which SELLER’s Sewer Easement may be bound.

17.a.10. During the period from the effective date of this Agreement until the Closing Date, SELLER shall, upon learning of any fact or condition which would cause any of the warranties, representations and covenants in this Agreement not to be true, immediately give written notice of such fact or condition to PURCHASER.

17.a.11. SELLER is not “foreign persons” within the meaning of §1445(f)(3) of the Internal Revenue Code of 1986, as amended, and does not have non- foreign status under California Revenue and Taxation Code §18692 and §18668.

17.a.12. No condition on the Sewer Easement violates any health, safety, fire, environmental, sewage, building, or other federal, state, or local law, code, ordinance, or regulation.

17.a.13. SELLER shall not permit any liens, encumbrances, or easements to be placed on the Sewer Easement, other than the Approved Exceptions, nor shall SELLER enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Sewer Easement that would be binding on PURCHASER or the Sewer Easement after the Close of Escrow without the prior written consent of PURCHASER.

17.a.14. Any information that SELLER has delivered to PURCHASER , either directly or through SELLER’s agents, is accurate and SELLER has disclosed all material facts concerning the operation, development, or condition of the Sewer Easement.

17.a.15. SELLER is a corporation duly organized, validly existing, and in good standing under the laws of the State of California, is qualified to conduct business in the State of California, and has the requisite power and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby.

17.a.16. The execution, delivery, and performance of this Agree ment by SELLER and all agreements, instruments, and documents herein provided to be executed by SELLER on the Closing Date : (i) do not violate the corporate documents of SELLER, or any contract, agreement, commitment, lease, order, judgment or decree to which SELLER is a party; and (ii) have been duly authorized by SELLER’s corporation. The individuals executing this Agreement and the instruments referenced herein on behalf of SELLER have the legal power, right and actual authority to bind SELLER to the terms and conditions hereof and thereof. This Agreement is valid and binding upon SELLER, subject to bankruptcy, reorganization, and other similar laws affecting the enforcement of creditor’s rights generally.

17.a.17. Neither the execution, deliver y, or performance of this Agreement, nor the consummation of the transactions contemplated hereby is prohibited by or requires Seller to obtain any consent, authorization, approval or registration under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon SELLER which has not been previously obtained.
576

12 17.a.18. The representations and warranties of SELLER set forth herein shall survive the Closing and will not be affected by any investigation, verification, or approval by any party or anyone on behalf of any party to this Agreement.

b) PURCHASER warrants, represents and/or covenants to SELLER that:

17.b.1. PURCHASER is duly organized validly existi ng, and in good standing under California law.

17.b.2. The execution, delivery and performance of this Agreement and any of the other documents executed and delivered on behalf of PURCHASER have been duly and validly authorized by all necessary action and proceedings.

17.b.3. The person executing this Agreement is dul y appointed and authorized by PURCHASER to execute such documents.

17.b.4. No consent from or notice to any governmental authority, other than the City Council of the City of Rocklin, or any other person or entity is required to permit PURCHASER to execute, deliver and perform this Agreement in accordance with its terms.

18. REMEDIES

a) If PURCHASER default s in the observance or performance of PURCHASER’s obligations under this Agreement without good cause, and the Closing does not occur as a result thereof, SELLER’s sole and exclusive remedy shall be to retain the Deposit plus any accrued interest thereon, if any, as and for full and complete liquidated and agreed damages for a PURCH ASER default., and the parties shall be released from further liability to each other hereunder, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement. SELLER AND PURCHASER

AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO

ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A

PURCHASER DEFAULT AND THAT THE DEPOSIT AND ANY INTEREST

EARNED THEREON, AS THE CASE MAY BE, REPRESENTS A REASONABLE

ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOU LD SUFFER UPON A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES

ARE NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING

OF APPLICABLE LAW, BUT IS INTENDED TO CONSTITUTE LIQUI DATED

DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676, AND 1677.

b) If SELLER breaches any of its representation or warranties or fails to perform any of the covenants or agreements contained herein which are to be performed by SELLER, PURCHASER shall have the right to exercise any or all of the following remedies: (i) waive such failure and proceed to the Closing with no reduction in the Purchase Price; provided, however, that this provision will not limit PURCHASER’s right to received reimbursement for attorneys’ fees in connection with any legal proceedings instituted by 577

13 either party or Escrow Holder with respect to the enforcement of this Agreement, nor waive or affect SELLER’s indemnity obligations under this Agreement or PURCHASER’s rights to enforce those indemnity obligations, nor waive or affect any of SELLER’s other obligations under this Agreement to be performed after the Closing or PURCHASER’s rights to enforce those obligations; (ii) exercise any of its other rights or remedies PURCHASER may have at law or in equi ty, including without limi tation the filing of an action for specific performance to cause SELLER to convey the Sewer Easement to PURCHASER pursuant to the terms and conditions of this Agreement; or (iii) terminate this Agreement by notice to SELLER and Escrow Holder to that effect, to recover the full amount of the Deposit and all earnings thereon, and to recover all damages and seek such other relief at law or in equity to which PURCHASER may be entitled as a result of SELLER’s breach.

19. AUTHORITY; DUE EXECUTION; ENFORCEABILITY. SELLER has the full right, power and authority to execute, deliver and perform all obligations of SELLER under this Agreement and all other instruments delivered or to be delivered by SELLER prior to the Close of Escrow, and the execution, performance and delivery of this Agreement and the instruments by SELLER have been duly authorized by all requisite actions. The persons executing this Agreement and the instruments on behalf of SELLER have been duly authorized to do so. This Agreement and said instruments constitute valid and binding obligations of SELLER , enforceable in accordance with their respective terms.

20. NO CONFLICT. SELLER’s execution, delivery and performance of its obligations under this Agreement and any other documents will not constitute a default or a breach under any contract, agreement or order to which SELLER is a party, by which SELLER is bound, or which affects the Sewer Easement or any part thereof. Without limiting the generality of the foregoing, the sale of the Sewer Easement Interest pursuant to this Agreement does not violate the terms of any partnership, limited liability company agreement, or other agreement to which SELLER or any of the individuals comprising SELLER is a party, nor is the consent of any third party required for the sale of the Sewer Easement Interest pursuant to this Agreement.

21. BROKERS. The parties hereto warrant and represent to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder’s fee, or other compensation with respect to the transaction contemplated by this Agreement. Each party agrees to indemnify and hold harmless t he other party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the expiration or earlier termination of this Agreement.

22. CONTINGENCY. It is understood and agreed between the Parties that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the PURCHASER of this Agreement. The execution of this document and the delivery of same to Escrow Agent constitutes said acceptance and approval.

578

14 TO SELLER:

GAP, Inc.

Address
City, State
Phone Number
Email

23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original, and all such counterparts together shall constitute one and the same instrument.

24. SUCCESSORS. This Agreement shall inure to the benefit of and shall be binding on the Parties to this Agreement and their respective heirs, executors, administrators, assigns and successors.

25. ATTORNEYS’ FEES . If litigation is commenced between the Parties concerning the interpretation or enforcement of this Agreement, the prevailing party in that litigation shall be entitled to recover from the non- prevailing party all reasonable attorneys’ fees and costs. “Prevailing Party” shall include, without limitation, a party who dismisses an action in exchange for sums allegedly due; the party who receives performance from the other party for an alleged breach of contract or a desired remedy where the performance is substantially equal to the relief sought in an action; or, the party determined to be the prevailing party by a court of law.

26. NOTICES. Notices and other deliveries pursuant to this Agreement may be delivered by private messenger service, overnight mail, hand service or facsimile. Any notice or document required or permitted to be delivered by either party shall be in writing and shall be deemed to be given on the date received by (or on the date receipt was refused by) the party; provided, however, that all notices and documents delivered by overnight service shall be deemed received the next business day after deposit with a reputable overnight couri er or delivery service for overnight delivery.

The address of the Parties shall for all purposes be the following, unless otherwise changed by the party by notice to the other as provided in this paragraph:

TO PURCHASER:

CITY of Rocklin
Attention: Aly Zimmermann
3970 Rocklin Road
Rocklin, CA 95677
(916) 625-5583
[email protected]

27. ENTIRE AGREEMENT. This Agreement, its exhibits, and the documents referenced herein contain the entire agreement between the Parties to this Agreement and it shall not be modified in any manner except by an instrument in writing executed by the Parties or their respective successors-in-interest. Neither party relies upon any warranty or representation not contained in this Agreement.

28. SEVERABILITY. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall 579

15 continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby.

29. NO THIRD-PARTY BENEFICIARIES. Nothing in this Agreement is intended to or shall confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

30. NON-LIABILITY OF OFFICIALS, EMPLOYEES AND AGENTS . No member, official, employee or agent of PURCHASER shall be personally liable to SELLER or its successors in interest in the event of any default or breach by PURCHASER or for any amount which may become due to SELLER or its successors in interest pursuant to this Agreement.

31. TIME OF THE ESSENCE. Time is of the essence for each condition, te rm, obligation and provision of this Agreement.

32. WAIVERS; MODIFICATION. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the waiving party. This Agreement may be amended or modified only by a written instrument executed by the Parties.

33. PROVISIONS NOT MERGED WITH DEEDS. None of the provisions, terms, representations, warranties and covenants of this Agreement are intended to or shall be merged by the Grant Deed, if any, and neither the Grant Deed nor any other document shall affect or impair the provisions, terms, representations, warranties and covenants contained herein.

Without limiting the generality of the foregoing:
i) SELLER’s representations, warranties and covenants contained herein shall survive the Close of Escrow;
ii) All provisions of this Agreement that expressly state that they shall survive the Close of Escrow and the termination of this Agreement, shall do so; and iii) PURCHASER and SELLER intend that the disclosures, indemnities, and releases provided in this Agreement will survive the termination of this Agreement, the Close of Escrow and the transfer of the Sewer Easement to PURCHASER.

34. CAPTIONS; CONSTRUCTION. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this 580

16 Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

35. ACTION OR APPROVAL. Where action and/or approval by PURCHASER is required under this Agreement, PURCHASER ’s Manager may act on and/or approve such matter unless the PURCHASER Manager determines in his or her discretion that such action or approval requi res referral to the City Council for consideration.

36. GOVERNING LAW; VENUE . This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

PURCHASER and SELLER agree that any controversy arising under or in relation to this Agreement shall be litigated exclusively in the Placer County (the “Sewer Easement Jurisdiction”).

The state and federal courts and authorities with jurisdiction in the Sewer Easement Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise under or in relation to this Agreement. PURCHASER and SELLER each irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation, and waive any other venue to which such party might be entitled by virtue of domicile, habitual residence or otherwise. The provisions of this Section shall survive the Close of Escrow and the termination of this Agreement.

37. TIME FOR PERFORMANCE. When the time for performance of any obligation under this Agreement is to be measured from another event, such time period shall include the day of the other event. If the day of the time for performance is not a regular business day, then the time for such performance shall be by the regular business day following such day.

38. FURTHER ASSURANCES. PURCHASER and SELLER each agree to undertake such other actions as may reasonably be necessary to carry out the intent of this Agreement, including without limitation, the execution of any additional documents which may be required to effectuate the transactions contemplated hereby.

Remainder of page intentionally left blank

581

17 IN WITNESS WHEREOF, the PURCHASER of Rocklin, a municipal corporation, has authorized the execution of this Agreement by its PURCHASER Manager and attestation by its Clerk by Resolution No. , adopted by the City Council of the City of Rocklin on the day of , 20 , and PURCHASER having caused this Agreement to be duly executed.

PURCHASER:

THE CITY OF ROCKLIN

Dated: _______________________ By: _______________________________ Aly Zimmermann, City Manager

SELLER:

GAP, Inc.

Dated: ________________________ By: ______________________________ Name, Title, Company

Dated: ________________________ By: ______________________________

Name, Title, Company

582

18 Exhibit “A”
Legal Description 2A/Plat Map 2B for Sewer Easement

30-FOOT WIDE SANITARY SEWER EASEMENT
EXHIBIT "2A"
A PARCEL OF LAND, BEING A PORTION OF LOT 4, "TRACT NO. 593 STANFORD RANCH TECH-CEKTER", FILED IN BOOK O OF MAPS, AT PAGE 24, OFFICIAL

RECORDS OF PLACER COUNTY (ORPC), IN THE CITY OF ROCKLIN, COUNTY OF

PLACER, STATE OF CALIFORNIA, AND MOREPARTICULARL Y DESCRIB ED AS

FOLLOWS,

COMMENCING AT THE CENTERLINE INTERSECTION OF ATHERTON ROAD (60 FEET WIDE) AND MENLO DRIVE (60 FEET WIDE) AS SHOWN ON "TRACT NO. 602 ATHERTONTECHCENTER",FILED TN BOOK O OF MAPS, AT PAGE 45, (ORPC), BEING MARKED BY A BRONZE CAP STAMPED R.C.E. 21478 IN A MONUMENT WELL, FROM WHTCH A RAILROAD SPIKE STAMPED R.C.E. 21478 BEARS
NORTH 37° 10'00" EAST, A DISTANCE OF 156.29 FEET, AND FORMS THE BASIS OF

BEARINGS FOR THIS DESCRIPTION,
THENCE, SOUTH 09°25'56" EAST, A DISTANCE OF 508.77 FEET, TO A POINT ON THE NORTHEASTERLY LINE OF SAID LOT 4, BEING COMMON WITH THE SOUTHWESTERLY LINE OF LOT 7 OF SAID "TRACT NO. 602 ATHERTON TECH CENTER", SAID POTNT ALSO BEING ON THE STATION LINE OF A 15 FOOT WIDE SANITARY SEWER EASEMENT AS DESCRJBED AND RECORDED IN BOOK 2690, AT PAGE 957 (ORPC), BEING THE BEGINNING OF A CUR VE TO THE LEFT, BEARING A RADIAL LINE OF SOUTH 88°10'09" EAST, SAID POINT BEING
NORTH 67°18'54" WE-ST, A DISTANCE OF 43.06 FEET FROM THE SOUTH CORNER OF SAID LOT 7, BEING THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION, SAID EASEMENT SIDELINES AREL YING 18.00 FEET TO THE RIGHT, AND 12.00 FEET TO THE LEFT OF THE FOLLOWING DESCRIBED LINE. ALSO BEING COMMON WITH

SAID STATION LINE,

THENCE, ALONG SAID STATION LJNE, AND SAID CURVE TO THE LEFT, HA YING A RADIUS OF 540.00 FEET, THROUGH A CENTRAL ANGLE OF O I 0 45'22", AN ARC DISTANCE OF 16.55 FEET, HA YING A CHORD BEARING OF SOUTH 00°57' 13" WEST, A CHORD DISTANCE OF 16.55 FEET,
THENCE, SOUTH 00°04'32" WEST, A DISTANCE OF 87.44 F.EET, TO THE SOUTinVESTERL Y LYNE OF SAID LOT 4, BEING COMMON WITH THE

NORTHEASTERLY LINE OF PROPERTY OWNED BY GPS MANAGEMENT SER VICES, £NC, AS RECORDED IN DEED 2000~0068027, (ORPC), AND BEING THE TERMINUS OF

THIS DESCRIBED LINE,
EXCEPTING THEREFROM, 10 FEET ON THE RIGHT SIDE, AND 5 FEET ON THE LEFT

SIDE, OF SAID STATION LINE, OR ANY PORTION WITHIN SAID EASEMENT DESCRIBED IN BOOK 2690, PAGE 957 (ORPC),

Page 1 ends

583
19 ALL SIDELINES SHALL BE LENGTHENED OR SHORTENED SO AS TO TERMINATE ON THE SAID NORTHEASTERLY LINE LOT 4, BEING COMMON WITH SAID SOUTHWESTERLY LINE OF LOT 7, AND SAID SOUTHWESTERLY LINE OF LOT 4,

BEING COMMON WITH SAID NORTHEASTERLY LINE OF PROPERTY OWNED BY GPS MANAGEMENT SERVICES, INC, AS RECORDED IN DEED 2000-0068027, (ORPC) CONTAINING 1,560 SQUARE FEET OR 0.04 ACRES, MORE OR LESS, AS SHOWN ON "EXHIBIT B" A TT ACHED HERETO AND MADE A PART HEREOF:

SUBJECT TO: ALL COVENANTS, RIGHTS-OF-WAY, AND EASEMENTS OF RECORD.

END OF DESCRIPTION

THIS DESCRIPTION WAS PREPARED BY
OR UNDER MY DIRECTION:

Christopher D. Johnson, L.S. 7576
Page2
584
20 -·I i;>o,/
~ ~'./
,?,"Jj ~
"-~h ,§,•4-/ ~ _LE_G_E_N_D_: ____ _
'\~4> § ,(;f>/ 0

GRAPHIC SCALE
► 60 120
I I
1 Inch = 60 ft.
-,_ 7'0 0, J\<::,/ ~ @ SURVEY MONUMENT WELL
q, ~'Ii ,Y / ~ • RAILROAD SPIKE
~ 4>~ :' o/ PP
0 oc
8 POINT Of COMMENCEMENT
~ POINT OF" BRGINNING
• ft PROPERTY UN E
LOT 7
POC ( ~ (R) RADIAL LINE
*

SPMUD SOUTH PLACER MUNICIPAL

UTILITY DISTRICT
V,
0 0 MAPS 45
~\
~. \ "'
Ft
LOT 4
0 MAPS 24 \
LOT l
Z MAPS 90
N6778'54"W

43.06'
(R)=S8870'09"£

NEW SEWER EASEME
831 ± s.
a:01·45'2
L•16.5
R=540.0
o500'57'1J"
=16.5
·• .• _l!!)=N89'55'28"W _

GPS MANAGEMENT

SERVICES INC
OR 2000 - 0068027

EASEMENT AREA
831± / 729 ±
TOTAL AREA= 1,560± S.F.
--IGEO SURVEYING MAPPING

L A N D I LEGAL DOCS
8854 GREENBACK LANE, STE. 3
ORANGEVALE, CA 95662
916.871.4789
SOUTH CORNER LOT 7
EXIST 15' WIDE

SPMUD EASEMENT
:...tr,;F,-.;:i- S.OO PER ~690/0R/957
-!v}-fl?;----1- 500'04 'J2"W
EXHIBIT '28'

PROPOSED ADDITIONAL SPMUD

SANITARY SEWER EASEMENT

CITY OF ROCKLIN,

PLACER COUNTY , CALIFORNIA

87.44'

DESCRIPTION LINE/

STATION LINE
2690/957

NEW SEWER EASEMENT
729± S.F".

JobNo ITLA0116
Scale 1·=so·
Dote 03/09/22
Drown AS
Checked CDJ
Sheet 1 OF 1
585
21 L
egal Description 3A/Plat Map 3B for Sewer Easement
30-FOOT WIDE SANITARY SEWER EASEMENT
EXHIBIT "3A"
A PARCEL OF LAND, BEING A PORTION OF LAND OM-lED BY GPS MANAGEMENT SERVICES , INC, AS RECORDED IN DEED 2000--0068027, OFFICIAL RECORDS OF

PLACER COUNTY (ORPC), IN THE CITY OF ROCKLIN, COUNTY OF PLACER, STATE

OF CALIFORNIA, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS,

COMMENCING AT THE CENTERLINE INTERSECTION OF ATHERTON ROAD (60 FEET WIDE) AND MENLO DRIVE (60 FEET WIDE) AS SHOWN ON "TRACT NO. 602 ATHERTON TECH CENTER", FILED IN BOOK O OF MAPS, AT PAGE 45, (ORPC) , BEING MARKED BY A BRONZE CAP STAMPED R.C.E. 21478 IN A MONUMENT WELL, FROM WHICH A RAILROAD SPIKE STAMPED R.C.E. 21478 BEARS
NORTH 37° 10'00" EAST, A DISTANCE OF 156.29 FEET, AND FORMS THE BASIS OF

BEARINGS FOR THIS DESCRIPTION,
THENCE , SOUTH 07°47'57" EAST, A DISTANCE OF 611.53 FEET, TO A PO~ONTHE

NORTIIEASTERL Y LINE OF SAID LAND OWNED BY GPS MANAGEMENT SERVICES, INC., BEING COMMON WITH THE SOUTHWESTERLY LINE OF PARCEL 4, ~TRACT NO. 593 STANFORD RANCH TECH-CENTER", FILED IN BOOK O OF MAPS, AT PAGE 24, (ORPC), SAID POINT ALSO BE~G ON THE STATION LINE OF A 15 FOOT WIDE SANITARY SEWER EASEMENT AS DESCRIBED AND RECORDED IN BOOK 2690, AT PAGE 957 (ORPC), SAID PO1).IT BEING NORTH 67°04 ' 38" WEST, A DISTANCE OF 43.41

FEET FROM THE MOST EASTERLY CORNER OF SAID LAND OWNED BY GPS MANAGEMENT SERVICES. INC .• BEING THE TRUE POINT OF BEGINNING FOR THlS DESCRJPTION,
SAID EASEMENT SIDELINES ARE LYING 18.00 FEET TO THE RIGHT, AND 12.00 FEET

TO THE LEFT OF THE FOLLOWING DESCRIBED LINE, ALSO BEING COMMON WITH

SAID STATION LINE,
THENCE. ALO:-IG SAID STATION LINE, SOUTH 00°04'32" WEST, A DISTANCE OF 164.38 FEET, TO THE SOUTHERLY LINE OF SAID PROPERTY OWNED BY GPS MANAGEMENT SERVICES, lNC, AND BEING THE TERMINUS OF THIS DESCRIBED UNE,
EXCEPTING THEREFROM, 10 FEET ON THE RIGHT SIDE, AND 5 FEET ON THE LEFT

SIDE, OF SAID STATION LINE, OR ANY PORTION WITHIN SAID EASEMENT DESCRJBED IN BOOK 2690, PAGE 957 (ORPC),

ALL SIDELINES SHALL BE LENGTHENED OR SHORTENED SO AS TO TERMINATE

ON THE SAID NORTHEASTERLY LINE OF LAND OWNED BY GPS MANAGEMENT SERVICES , INC., BEING COMMON WITH SAID SOUTHWESTERLY LINE OF PARCEL 4, AND SAID SOUTHERLY LINE OF PROPERTY OWNED BY GPS MANAGEMENT

SERVICES , INC,

Page 1 ends

586

22 CONTAJNING 2,489 SQUAR£ FEET OR 0.06 ACRES, MORE OR LESS, AS SHOWN ON "EXHIBIT B" ATTACHED HERETO AND MADE A PART HEREOF:

SUBJECT TO: ALL COVENANTS, RIGHTS-OF-WAY, AND EASEMENTS OF RECORD.

END OF DESCRIPTION
THIS DESCRlPTION WAS PREPARED BY
OR UNDER MY DIRECTION:

Christopher D. Johnson, L.S. 7576

Page 2 ends

03f /2022
587
23 ✓ - ,
.,/
§(;~o, /
!>; !o~/
~4",o/#1_
\_ '1.?},_ & l'-/ ~ _LE_G_E_N_D_: ____ _
'\('~..o, !? ,(j / 0 GRAPHIC SCALE
0 60 120
1 Inch = 60 ft.
-._:•;,,o .f ~ k~ 0 SURVEY MONUMENT WELL
:-t, ~ ~y ~ • RAILROAD SPIKE
'fo / POC POINT OF COMMENCEMENT
"-.. j_/ POB POINT OF BRGINNING
A ' Ii PROPERlY LINE
POC f \ ~ SPMUD SOUTH PLACER MUNICIPAL
~ UTILllY DISTRICT
----.....____ ; EASEMENT AREA
~- 1,364± / 1,1 25±
~ TOTAL AREA=2,489± S.f.

LOT 4 '-'
0 MAPS 24 ~ \
,,;

GPS MANAGEMENT

SERVICES INC
OR 2000 - 0068027

NEW SEWER EASEMENT
1364± S.F.
a.0D'--r ./1-H
SEE EASEMENT 4A- B FOR

TURNAROUND EASEMENT

STATE OF CALIFORNIA
1398 OR 60
SURVEYING EXHIBIT '3B'
LOT 1
Z MAPS 90

EAST CORNER
OR 2000 -0068027
1ST 15' WIDE

UD EASEMENT
2690/0R/957

NEW SEWER EASEMENT
1125 ± S.F.

DESCRIPTION LINE/

STATION LINE
2690/957
It
JobNo 1TLA0116
Scale 1•=60'
lr~9. MAPPING
LEGAL DOCS PROPOSED ADDITIONAL SPMUD Dote 03/09/22 SANITARY SEWER EASEMENT 8854 GREENBACK LANE, STE. .3 CITY OF ROCKLIN, Drown AS
PLACER COUNTY. CALIFORNIA Cheeked CDJ ORANGEVALE. CA 95662 916.871.4789 Sheet 1 Of 1
588

24 Legal Description 4A/Plat Map 4B for Sewer Easement

TURNAROIDID EASEMENT
EXHIBIT "4A"
A PARCEL OF LAND, BErNG A PORTION OF LAND OWNED BY GPS MANAGEMENT SERVICES, INC, AS RECORDED IN DEED 2000--0068027, OFFICIAL RECORDS OF

PLACER COUNTY (ORPC), IN THE CITY OF ROCKLIN, COUNTY OF PLACER, STA TE

OF CALIFORNIA , AND MORE PARTICULARLY DESCRIBED AS FOLLOWS,

COMMENCING AT THE CENTERLINE INTERSECTION OF ATHERTON ROAD (60 FEET WIDE) AND MENLO DRIVE (60 FEET WIDE) AS SHOWN ON "TRACT NO. 602 ATHERTON TECH CENTER", FILED IN BOOK O OF MAPS, AT PAGE 45, (ORPC), BEING MARKED BY A BRONZE CAP STAMPED R.C.E. 21478 IN A MONUMENT WELL, FROM WHICH A RAILROA D SPIKE STAMPED R.C.E. 21478 BEARS NORT H 37° I0'OO"EAST,A DISTANCE OF 156.29 FEET, AND FORMS THE BASIS OF

BEARINGS FOR THIS DESCRIPTION,
THENCE, SOUTH 07°47'57" EAST, A DISTANCE OF 611.53 FEET, TO A POINT ON THE NORTi i EASTERL Y LINE OF SAID LAND OWNED BY GPS MANAGEMENT SERV ICES, INC., BEING COMMON WITH THE SOUTHWESTERLY LINE OF PARCEL 4, "TRACT NO. 593 STANFORD RANCH TECH -CENTER" , FILED IN BOOK O OF MAPS, AT PAGE 24, (ORPC), SAID POINT ALSO BEING ON THE STATION LINE OF A 15 FOOT WIDE SANITARY SEWER EASEMENT AS DESCRIBED AND RECORDED TN BOOK 2690, AT PAGE 957 (ORPC), SAID POINT BElNG NORTII 67°04'38" WEST, A DISTANCE OF 43.41

FEET FROM THE MOST EASTERLY CORNER LAND OWNED BY GPS MANAGEMENT SERVICES , INC.,
THENCE, ALONG SAID STATION LINE, SOUTH 00°04 '32" WEST, A DISTANCE OF

70.46 FEET,
THENCE, LEAVING SATO STATION LINE, NORTII 89°51'28" WEST, A DISTANCE OF

18.00 FEET, TO A POINT BEING 18.00 FEET, AT RIGHT AJ'IGLES, TO SAID STATION LJNE, BEING THE TRUE POTh1 OF BEGINNING FOR THIS DESCRIPTION , THENCE, SOUTH 22°11 '06" WEST, A DISTANCE OF I 8.28 FEET, THENCE, SOUTH 79°46' 15" WEST, A DISTANCE OF 57 .04 FEET, THENCE, SOtJTH 00°04 ' 32" WEST,A DISTANCE OF 22.68 FEET, THENCE, SOUTH 79°37' 11" EAST, A DISTANCE OF 57.04 FEET, THENCE , SOUTH 22°02'02"EAST, A DISTANCE OF 18.28 FEET, TO A POINT BEING

30.00 FEET, AT RIGHT ANGLES , TO SAID STATION LINE,
THENCE, PARALLEL WITH, AND 18.00 FEET WEST OF SAID STATION LINE, NORTH 00°04' 32 EAST, A DISTANCE OF 76.95 FEET, TO THE POINT OF BEGn-.'NtNG,

Page 1 ends

589

25 CONTAINING 2,258 SQUARE FEET OR 0.05 ACRES, MORE OR LESS, AS SHOWN ON "EXHIBIT B" ATTACHED HERETO AND MADE A PART HEREOF:

SUBJECT TO: ALL COVENANTS, RIGHTS-OF-WAY, AND EASEMENTS OF RECORD.

END OF DESCRIPTION

THIS DESCRIPTION WAS PREPARED BY
OR UNDER MY DIRECTION:

Christopher D. Johnson, L.S. 7576
Page2
590
26 c,~- --I
jff/
~':~ -f;,. c§-f:,'v~~ LEGEND:
~A ~~~ -=-.-'-""--"_;_-----GRAPHIC SCALE
0 60 120
1 inch = 60 ft.
·•;,i c;, ,-; ~ ~ SURVEY MONUMENT WELL
°4- ~~~-~ 4'o ~ / "T :ll: RAILROAD SPIKE
1(,/4:' / POC POINT OF COMMENCEMENT
, POB POINT OF BRGINNING
• It PROPERTY LINE
POC ; \"' SPHUO SOUTH PLACER MUNICIPAL
~ UTILITY DISTRICT
~
I
LOT 4

EASEMENT AREA
TOTAL AREA•2,258:I: S.F.
0 MAPS 24

GPS MANAGEMENT

SERVICES I NC
OR 2000-0066027

STATE OF CALIFORNIA
1398 OR 60
EXHIBIT '48'
LOT J
Z ~lAPS 90

DESCRIPTION LINE/

STATION LINE
2690/957
JobNo 1TLA0116
Seole 1 "=60' WIGEO SURVEYING _ MAPPING
LA ND • LEGAL DOCS PROPOSED TURNAROUND Dote 03/09/22 EASEMENT 8854 GREENBACK LANE, STE. 3 CITY OF ROCKLIN, Drown AS
ORANGEVALE, CA 95662 PLACER COUNTY, CALIFORNIA Che<>ked CDJ 9 16.87 1.4789 Sheet 1 OF 1
591
615592

NOT APPLICABLE TO GAP EASEMENT PURCHASE
616593
617594
618595
619596

Rocklin City CouncilOctober 22, 2024

Rocklin City Council
October 22, 2024