Agenda packet — Rocklin City Council, January 14, 2025 (part 1 of 5)

ROCKLIN CITY COUNCIL
City Council Regular Meeting
City Hall - Council Chambers
3970 Rocklin Rd. Rocklin, CA
95677
Website:
www.rocklin.ca.us
January 14, 2025
General Session 6:00 p.m.

SECOND AMENDED AGENDA
* Removal of Closed Session

JILL GAYALDO,

Mayor

DAVID BASS,

Vice Mayor

KEN BROADWAY,

Council Member

BILL HALLDIN,

Council Member

GREG JANDA,

Council Member

ALY ZIMMERMANN,

City Manager

MATTHEW MCOMBER,

City Attorney

DANIEL CHOE,

City Treasurer

AVINTA SINGH,

City Clerk

HOW TO PARTICIPATE
The City of Rocklin welcomes your interest and involvement in the City's legislative process. The City Council has established a procedure for addressing the Council. Persons wishing to address the City Council are asked to voluntarily complete and submit a speaker identification sheet to the City Clerk.

Speaker identification sheets are available near the entrance of the Council Chambers. For items listed on the agenda, any person may address the City Council at the time the item is considered. Speakers are requested to restrict their comments to the item as it appears on the agenda and stay within the required three-minute time limit. The Brown Act does not permit the City Council to take action on items brought up under Citizens Addressing the City Council.

WRITINGS RECEIVED AFTER AGENDA POSTING
Any writing or documents related to an agenda item for this meeting provided to the City Council, Public Financing Authority or Successor Agency will be made available for public inspection at City Hall, 3970 Rocklin Road, Rocklin, during normal business hours.

AMERICANS WITH DISABILITIES ACT
In compliance with the Americans with Disabilities Act, if you require special assistance to participate in this meeting or other services in conjunction with this meeting, including receiving notices, agendas, and other writings in appropriate alternative formats, please contact our office at (916) 625- 5560 at least 48 hours prior to the meeting or time when services are needed so that we may make every reasonable effort to accommodate you.

LEVINE ACT PROVISIONS
The Levine Act requires a party (or the party’s agent(s)) to a proceeding before the City of Rocklin that
involves any action or consideration to their contract, license, permit, or other entitlement for use, to disclose any campaign contribution made to a City elected or appointed officer (including Councilmembers, Planning Commissioners, and members of other City boards and commissions) totaling more than $500 within the 12 months before the City decision.

AUDIO/VISUAL PRESENTATIONS
If making a presentation regarding an agenda item, all audio/visual materials must be submitted to the City Clerk or Secretary at least 72 hours in advance. The City is not responsible for the compatibility or operation of non-city devices or the functionality of non-city presentations.

City Council Regular Meeting Agenda of January 14, 2025 1 C1.

Minutes of the December 4, 2024 Special Meeting of the City Council C2.

Minutes of the December 10, 2024 Regular Meeting of the City Council

POSTING OF AGENDA
In accordance with Government Code Section 54954.2(a) this agenda was posted on the City's bulletin board at City Hall, 3970 Rocklin Road, Rocklin, and City of Rocklin website at www.rocklin.ca.us.

AGENDA

MEETING

INSTRUCTIONS
The public may listen to audio or view the meeting via live stream at https://www.rocklin.ca.us/agendas-minutes
.

For those that do not plan on attending in person, but wish to make a public comment during the meeting, public comments will be accepted in email form until 3:00 p.m. on the meeting day. Public comments should be submitted to the City Clerk at [email protected]
. Emailed public comments will be distributed to City Council and treated as a public record.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

ROLL CALL

AGENDA REVIEW

CITIZENS ADDRESSING THE CITY COUNCIL
This is an opportunity for public comment on matters not listed on the agenda. Public comment on items listed on the agenda will be taken when the agenda item is called.

REPORTS FROM CITY COUNCIL AND CITY MANAGER
Reports from the City Council will include any AB1234 Reports.

CONSENT CALENDAR
All items listed under the Consent Calendar are considered and acted upon by one Motion. Anyone may request an item be removed for separate consideration.

Recommendation:

Approve the Minutes of the December 4, 2024 Special
Meeting of the City Council.

Recommendation:

Approve the Minutes of the December 10, 2024 Regular
Meeting of the City Council.

City Council Regular Meeting Agenda of January 14, 2025 2 C3.

Appointments to Regional Boards and Committees for Calendar Year 2025 C4.

Appointment to the Arts
Commission
C5.

Amendments to the Rocklin Municipal Code Establishing a Residential Minimum Density Overlay Zone and Amending the Zoning Map - Second Reading of Ordinance
C6.

Sierra College Land Transfer Agreement - Amendment No. 1 C7.

Revisions to the City of Rocklin’s Section 125 Cafeteria Plan C8.

Municipal Tax Services and Program Administration Contract

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Updating Appointments to the Various Joint Power Agencies, Placer County Committees, Regional Boards, and the City's Architectural Review Committee.

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Making an Appointment to the Arts Commission.

Recommendation:

Adopt an Ordinance of the City Council of the City of Rocklin to Add Chapter 17.53 to the Rocklin Municipal Code Establishing the Residential Minimum Density Overlay Zone and Amending the Zoning Map of the Rocklin Municipal Code to Designate Parcels Subject to the Residential Minimum Density Overlay Zone.

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Authorizing the City Manager to Execute Amendment No. 1 to the City-College Agreement with Sierra College Joint Community College District for the Transfer of Fee Title for Two Properties.

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Adopting an Amended and Restated Section 125 Cafeteria Plan for the City of Rocklin, and Authorizing the City Manager to Execute Documents Related to the Section 125 Cafeteria Plan and Repeal Resolution No. 2024-134.

Recommendation:

A
.

Adopt a Resolution of the City Council of the City of Rocklin Awarding the Property Tax Service Contract to HdL Coren & Cone and Authorizing the City Manager to Execute the Contract.

B
.

Adopt a Resolution of the City Council of the City Rocklin Awarding the Sales and Use Tax, Transient Occupancy Tax, Short-Term Rental, and Business License Tax and Administration Services Contract to HdL Companies and Authorizing the City Manager to Execute the Contract.

City Council Regular Meeting Agenda of January 14, 2025 3 C9.

Information Technology Infrastructure Services Contract C10.

Transparency Engagement Advisory Services Contract
C11.

Lighting & Landscape Maintenance District No. 2 - Landscape Services Bid Award C12.

Plants, Trees, and Bark Services – Bid Award
C13.
2024 Micro-Pave Resurfacing Project - Notice of Completion C14.

Vollmar Natural Lands Consulting, Inc. Contract - Amendment No. 3

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving and Authorizing the City Manager to Execute a Contract for Services with Network Design Associates, Inc.

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving a Contract for Professional Services with Cole Pro Media, Corp for Transparency Engagement Advising, and Authorizing the City Manager to Execute the Agreement and Subsequent Amendments
.

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Awarding the Contract for 2025 L&L2 Landscape Services on City-Owned Pocket Parks, Streets, and Right-of-Ways to Pride Industries One, Inc. and Authorizing the City Manager to Execute an Agreement.

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Awarding the Contract for the Plants, Trees, and Bark Services Project to Pride Industries One, Inc. and Authorizing the City Manager to Execute an Agreement.

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Accepting the Public Work Known as the 2024 Micro-Pave Resurfacing Project, Approving the Notice of Completion Thereof, and Authorizing and Directing the Execution and Recordation of Said Notice on Behalf of the City (American Pavement Systems, Inc.).

Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving Amendment No. 3 to the Contract for Services with Vollmar Natural Lands Consulting, Inc. and Authorizing the City Manager to Execute Amendment No. 3.

City Council Regular Meeting Agenda of January 14, 2025 4 C15.

Five Star Boulevard, Destiny Drive, and Mission Hills Phase IV Reconstruction Project - Change Order No. 3 and Notice of Completion
P1.

Oath of Office for Incoming Arts Commissioner
PH1.

BARRO Zone Modifications / Zoning Ordinance Amendment, ZOA2024-0003

Recommendation:

A
.

Adopt a Resolution of the City Council of the City of Rocklin Approving Change Order No. 3 and Authorizing the City Manager to Execute Change Order No. 3 with McGuire and Hester, Inc.

B
.

Adopt a Resolution of the City Council of the City of Rocklin Accepting the Public Work Known as the Five Star Boulevard, Destiny Drive, and Mission Hills Phase IV Reconstruction Project, Approving the Notice of Completion Thereof, and Authorizing and Directing the Execution and Recordation of Said Notice on Behalf of the City (McGuire and Hester, Inc).

PRESENTATIONS
In addition to those items listed on the agenda, the Mayor may add additional ceremonial matters.

PUBLIC HEARINGS
Public Hearings may be reordered by the Mayor with the consent of the legislative body.

Recommendation:

Conduct a Public Hearing and Consider the Following Action:

Introduce, Waive the Full Reading and Read by Title Only, an Ordinance of the City Council of the City of Rocklin Amending Sections of Chapter 17.59 – Business Attraction, Retention, and Revitalization Overlay (BARRO) Zone and Amending the Citywide Zoning Map to Add Approximately Five Acres Into the BARRO Zone (BARRO Zone Modifications / ZOA2024-0003)

City Council Regular Meeting Agenda of January 14, 2025 5 PH2.

University Avenue Apartments / General Plan Amendment, GPA2023-0001, General Development Plan Amendment, PDG2023-0004, Rezone, Z2023-0003, Design Review, DR2023-0006, Environmental, ENV2024-0015 D1.

Rocklin Municipal Code Updates Related to Procurement, Purchases, and Contracts
D2.

Clover Valley Land Acquisition Support

Recommendation:

Conduct a Public Hearing and Consider the Following Actions:

A
.

Adopt a Resolution of the City Council of the City of Rocklin Approving an Addendum to the Northwest Rocklin (Sunset Ranchos) Annexation Environmental Impact Report (University Avenue Apartments / ENV2024- 0015).

B
.

Adopt a Resolution of the City Council of the City of Rocklin Approving an Amendment to the General Plan of the City of Rocklin to Change the Land Use Designation of Approximately 0.41 Acre of a 12.72 Acre Site from Recreation Conservation (R-C) to Mixed Use (MU) (University Avenue Apartments / GPA2023-0001).

C
.

Introduce, Waive the Full Reading and Read by Title Only, an Ordinance of the City Council of the City of Rocklin Amending the Northwest Rocklin General Development Plan and Rezoning 12.72 Acres from Planned Development Light Industrial and Open Space to Planned Development Residential 22 Units Per Acre Minimum (PD-22+) (University Avenue Apartments / PDG2023-0004, Z2023-0003).

D
.

Adopt a Resolution of the City Council of the City of Rocklin Approving a Design Review (University Avenue Apartments / DR2023-0006).

DISCUSSION ITEMS
Discussion Items include oral presentations including those recommending "receive and file".

Recommendation:

Conduct a Discussion and Consider the Following Action:

A
.

Introduce, Waive the Full Reading and Read by Title Only, an Ordinance of the City Council of the City of Rocklin Repealing and Re-Enacting Chapter

3.04 of the Rocklin Municipal Code Regarding Procurement, Purchases, and Contracts.

B
.

Adopt a Resolution of the City Council of the City of Rocklin Electing to Become Subject to the Uniform Public Construction Cost Accounting Act.

Recommendation:

Discuss the Consideration of a Donation by the City of Rocklin to the Placer Land Trust to Support Their Purchase of Clover Valley, and Provide Direction to Staff.

FUTURE AGENDA ITEMS

ADJOURNMENT
City Council Regular Meeting Agenda of January 14, 2025 6 City Council
Staff Report

Subject:

Minutes of the December 4, 2024 Special Meeting of the City Council Date:

January 14, 2025
Submitted By:

Avinta Singh, City Clerk
Department:

City Clerk's Office
Recommendation:

Approve the Minutes of the December 4, 2024 Special Meeting of the City Council.

Item Number C1.

ATTACHMENTS:

1. DRAFT City Council Special Meeting Minutes of December 4, 2024 7 DRAFT Special Meeting Minutes of December 4, 2024 Rocklin City Council 1 | P a g e

ROCKLIN CITY COUNCIL
City Council Special Meeting
Rocklin Police Department - EOC
4080 Rocklin Rd. Rocklin, CA 95677
Website: www.rocklin.ca.us
December 4, 2024
5:00 p.m.

MEETING MINUTES
-DRAFT-

CALL TO ORDER
Mayor Janda called the meeting to order at 5:00 p.m.

PLEDGE OF ALLEGIANCE
Mayor Janda led the pledge of allegiance.

ROLL CALL

Present: Councilmembers David Bass, Bill Halldin
Mayor Greg Janda
Vice Mayor Gayaldo arrived at 5:05 p.m.

Absent: Councilmember Ken Broadway

DISCUSSION ITEMS
D1. Clover Valley Development History and Current Plans Community Development Department Director David Mohlenbrok provided an overview of the history and current plans for the project; Jessup University President Dr. John Jackson and Civil Engineer Dave Berry representing Tim Lewis Communities provided additional background information and details of the project.

PUBLIC DISCUSSION
Mayor Janda facilitated questions and answers with members of the public.

ADJOURNMENT
Mayor Janda adjourned the meeting at 6:53 p.m.
8 DRAFT Special Meeting Minutes of December 4, 2024 Rocklin City Council 2 | P a g e
This is to certify that the foregoing is a true and
correct copy of the minutes of December 4, 2024
as approved by the Rocklin City Council.

Avinta Singh, City Clerk
9 City Council
Staff Report

Subject:

Minutes of the December 10, 2024 Regular Meeting of the City Council Date:

January 14, 2025
Submitted By:

Avinta Singh, City Clerk
Department:

City Clerk's Office
Recommendation:

Approve the Minutes of the December 10, 2024 Regular Meeting of the City Council.

Item Number C2.

ATTACHMENTS:

1. Draft City Council Meeting Minutes of December 10, 2024 10 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 1 | P a g e

ROCKLIN CITY COUNCIL
City Council Regular Meeting
City Hall - Council Chambers
3970 Rocklin Rd. Rocklin, CA 95677
Website: www.rocklin.ca.us
December 10, 2024
General Session 6:00 p.m.

MEETING MINUTES
-DRAFT-

CALL TO ORDER
Mayor Janda called the meeting to order at 6:00 p.m.

PLEDGE OF ALLEGIANCE
Mayor Janda led the pledge of allegiance.

ROLL CALL

Present: Councilmembers David Bass, Ken Broadway, Jill Gayaldo, Bill Halldin Mayor Greg Janda

Absent: None

AGENDA REVIEW
None.

ELECTION RESULTS
Results of the Consolidated General Election Held in the City of Rocklin on November 5, 2024, for Three Councilmembers for Full (Four-Year) Terms Recommendation: Adopted Resolution No. 2024-258 of the City Council of the City of Rocklin Declaring the Results of the Consolidated General Election Held in the City of Rocklin on November 5, 2024, for Three Councilmembers for Full (Four-Year) Terms.

City Clerk Avinta Singh presented the item to the City Council. 11 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 2 | P a g e
Motion to approve the Results of the Consolidated General Election of November 5, 2024 by Councilmember Halldin and seconded by Vice Mayor Gayaldo. Passed by the following vote:

Ayes: Councilmembers Bass, Broadway, Gayaldo, Halldin
Mayor Janda
Noes: None

Absent: None
Abstain: None

OATH OF OFFICE
Oath of Office to the Re-Elected City Councilmembers
City Clerk Avinta Singh administered the Oath of Office to the following re-elected members of the City Council: Councilmembers Bass, Broadway and Janda.

COUNCIL REORGANIZATION
Nomination and Selection of Mayor
Recommendation: Adopted Resolution No. 2024-259 of the City Council of the City of Rocklin Appointing a Mayor for the 2024-25 Term of Office.

Motion to nominate Jill Gayaldo as Mayor for the 2024-25 Term of Office by Councilmember Halldin. Passed by the following vote:

Ayes: Councilmembers Bass, Broadway, Gayaldo, Halldin
Mayor Janda
Noes: None

Absent: None
Abstain: None
Nomination and Selection of Vice Mayor
Recommendation: Adopted Resolution No. 2024-260 of the City Council of the City of Rocklin Appointing a Vice Mayor for the 2024-25 Term of Office.

Motion to nominate David Bass as Vice Mayor for the 2024-25 Term of Office by Councilmember Broadway. Passed by the following vote:

Ayes: Councilmembers Bass, Broadway, Gayaldo, Halldin
Mayor Janda
Noes: None

Absent: None
Abstain: None
12 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 3 | P a g e
Oath of Office to the Mayor and Vice Mayor
City Clerk Avinta Singh administered the Oath of Office to Mayor Gayaldo and Vice Mayor Bass.

Recognition of Outgoing Mayor
Mayor Gayaldo presented Councilmember Janda with a plaque commemorating his time as Mayor.

Recess (Reception)
The City Council took a recess at 6:20 p.m.

The City Council returned from its recess at 6:39 p.m.

REPORTS FROM CITY COUNCIL AND CITY MANAGER
Councilmember Halldin reported attendance at a playoff game sendoff event for Rocklin High School’s football team along with Mayor Gayaldo and congratulated the team for a great season; attended the Growth Factory’s Build Up Rocklin cohort celebration event; attended the annual holiday concert organized by Jessup University; attended the Rocklin Tree Lighting event organized by the Chamber of Commerce; and attended the Placer County Board of Supervisors meeting to address concerns about the County’s purchase of commercial property in the City.

Councilmember Broadway appreciated the Rocklin Fire Department’s Santa Tours, which visited numerous neighborhoods throughout the City.

Councilmember Bass thanked the Chamber of Commerce for organizing the Tree Lighting event; and shared that he participated in the Special City Council meeting held on December 4, 2024 to address concerns related to the Clover Valley Development, stating that it was a passionate discussion including the community on how to move forward with the demands placed by the state but also preserve parts of Rocklin.

Mayor Gayaldo attended a celebration in Sacramento for Guru Tegh Bahadur, an Interfaith Unity event including the Sikh and Hindu communities; reported attendance at two meetings held for the Sacramento Area Council of Governments (SACOG), which included how to onboard new incoming members and shared that she had received the nomination to serve as Vice Chair on the board for 2025; attended the ribbon-cutting ceremony at the Westfield Galleria for the Light the World Giving Machine; attended an Open House event for Sacramento Area Firefighters Local 522; recognized the Placer County Sheriff’s Office and District Attorney’s Office for the first sentencing for murder charges related to fentanyl; attended the Growth Factory’s Build Up Rocklin cohort celebration event; shared that the Tree Lighting event was phenomenal; and stated that she had the opportunity to ride along in the Santa Tours.
13 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 4 | P a g e
City Manager Zimmermann shared that City facilities will be closed in observance of an annual furlough between December 25, 2024 and January 1, 2025; and noted that the December 24, 2024 City Council Meeting will be canceled.

CITIZENS ADDRESSING THE CITY COUNCIL
Mr. Greg Roberson, Board Chair for the Rocklin Chamber of Commerce, thanked the City for its partnership with the annual Tree Lighting ceremony; commended City staff for their assistance with the event; underscored it was great to see Santa delivered by the Rocklin Fire Department; and shared the date for next year’s event is December 6, 2025.

Mr. Bruce Houdesheldt, Roseville Mayor, expressed his appreciation to Rocklin City Councilmembers for their collaboration, communication and active listening; acknowledged the shared history between the two cities; and thanked the City Council for their service and looked forward to the continued relationship.

CONSENT CALENDAR
C1. Minutes of the November 19, 2024 Special Meeting of the City Council Recommendation: Approved the Minutes of the November 19, 2024 Special Meeting of the City Council.

C2. Minutes of the November 25, 2024 Special Meeting of the City Council Recommendation: Approved the Minutes of the November 25, 2024 Special Meeting of the City Council.

C3. City Council Regular Meeting Calendar - January through December 2025 Recommendation: Adopted Resolution No. 2024-261 of the City Council of the City of Rocklin Approving City Council Regular Meeting Dates - January through December 2025.

C4. Grant Agreement with The Gathering Inn for Homelessness Prevention and Rapid Rehousing Services (FY 2024/25)
Recommendation: Adopted Resolution No. 2024-262 of the City Council of the City of Rocklin Authorizing the City Manager to Execute a Grant Agreement with The Gathering Inn for Homelessness Prevention and Rapid Rehousing Services (FY 2024/25).

C5. City Hall Remodel Project Design Services – Award of Contract Recommendation: Adopted Resolution No. 2024-263 of the City Council of the City of Rocklin Authorizing the City Manager to Execute a Contract with 19six Architects for Design Services for the City Hall Remodel.
14 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 5 | P a g e
C6. Fiscal Year 2024/25 First Quarter: Financial Report, Budget and Position Adjustments, and Strategic Plan Update
Recommendation:

A. Resolution No. 2024-264 of the City Council of the City of Rocklin Accepting the Quarterly Financial Report for the Quarter Ended September 30, 2024, Amending the Fiscal Year 2024/25 Operating Budget to Delete the Vacant Principal Management Analyst Position, Add the Assistant to the City Manager Position to the Management Unit Salary Schedule at Range 20, Adjust the Interfund Loan Amount for the Atherton Sewer Trunk Line Upsizing Project, and Adjust the Police Department Budget.

B. Received and Filed the 2023-2025 Strategic Plan Update.

C7. Accounts Paid List - July to September 2024
Recommendation: Received the Accounts Paid List for July 1, 2024 to September 30, 2024.

C8. Development Impact Fee Annual (AB 1600) Reports for Fiscal Year 2023/24 Recommendation: Adopted Resolution No. 2024-265 of the City Council of the City of Rocklin Accepting Development Impact Fee Reports for the Period Ending June 30, 2024 as Required by Government Code Sections 66000 ET SEQ.

C9. Quarterly Treasurer's Report
Recommendation: Received the Treasurer's Report for the Quarter Ending September 30, 2024.

C10. Five Star Boulevard, Destiny Drive & Mission Hills Phase IV Project - Change Order No. 2
Recommendation: Adopted Resolution No. 2024-266 of the City Council of the City or Rocklin Approving Change Order No. 2 and Authorizing the City Manager to Execute Change Order No. 2, with McGuire and Hester, Inc.

C11. Masonry Wall Repair Notice of CEQA Exemption and Contract Award Recommendation:

A. Adopted Resolution No. 2024-267 of the City Council of the City of Rocklin Approving a Notice of Exemption (Repair and Restoration of Exterior Fencing and Sound Walls).

B. Adopted Resolution No. 2024-268 of the City Council of the City of Rocklin Awarding the Contract for the Masonry Wall Repair to Hinkley’s Masonry and Authorizing the City Manager to Execute an Agreement with Hinkley’sMasonry.

C12. Rocklin Municipal Code Amendments Regarding the Prohibited Use of Motorized Vehicles in Recreation Areas (Second Reading of Ordinance) Recommendation: Adopted Ordinance No. 1182 of the City Council of the City of Rocklin to Amend Section 12.20.045(C) and Add Enforcement Provisions as Section to the Rocklin Municipal Code Regarding the Prohibited Useof Motorized Vehicles in Recreation Areas.
15 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 6 | P a g e
C13. Various Personnel Updates
Recommendation:

A. Adopted Resolution No. 2024-269 of the City Council of the City of Rocklin to Adopt the Revised Temporary Positions Hourly Salary Schedule, Increasing the Hourly Minimum Wage for the Position of Program Assistant to Sixteen Dollars and Fifty Cents ($16.50).

B. Adopted Resolution No. 2024-270 of the City Council of the City of Rocklin to Approve a Side Letter of Agreement to the Memorandum of Understanding Between the City of Rocklin and AFSCME Council 57, Local 146 AFL-CIO Representing the Public Service Employees Bargaining Unit, to Modify Section III, Article 28 Subsection I(B) Safety Shoe/Safety Glasses.

C. Adopted Resolution No. 2024-271 of the City Council of the City of Rocklin Approving Amendment No. 2 to the Professional Services Agreement with Occu-Med LTD. and Authorizing the City Manager to Execute Amendment No. 2.

D. Adopted Resolution No. 2024-272 of the City Council of the City of Rocklin to Approve Amendments to the Rules, Regulations, Benefits, and Policies Related to Employee Relations Between the Management, Confidential, and Unrepresented Employees and the City to Modify Section IV, Article 23 (Management Leave) and Add Section II Article 7 (Executive Allowance) and Repeal Resolution 2024-176.

E. Received a report from the Human Resources Division of the Administrative Services Department as Required by City of Rocklin Municipal Code 2.48 – Police Salaries.

PUBLIC COMMENT
There were none.

Motion to approve Consent Calendar Item Nos. C1 through C13 by Councilmember Broadway and seconded by Councilmember Janda. Passed by the following vote:

Ayes: Councilmembers Bass, Broadway, Janda, Halldin
Mayor Gayaldo
Noes: None

Absent: None
Abstain: None

PUBLIC HEARINGS
PH1. 2021-2029 Housing Element Program 10 - Inventory of Sites for Housing/Rezone Implementation / Environmental, ENV2024-0012; General Plan Amendment, GPA2024-0003
16 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 7 | P a g e
Recommendation: Conducted a Public Hearing and Considered the Following Actions:

A. Adopted Resolution No. 2024-273 of the City Council of the City of Rocklin Approving an Addendum to the 2012 General Plan Environmental Impact Report (2021- 2029 Housing Element Program 10 – Inventory of Sites for Housing/Rezone (ENV2024-0012)).

B. Adopted Resolution No. 2024-274 of the City Council of the City of Rocklin Approving a General Plan Amendment for the 2021-2029 Housing Element Program 10 - Inventory of Sites for Housing/Rezone (GPA2024-0003).

C. Introduced, Waived the Full Reading and Read by Title Only, an Ordinance of the City Council of the City of Rocklin to Add Chapter 17.53 to the Rocklin Municipal Code Establishing the Residential Minimum Density Overlay Zone and Amending the Zoning Map of the Rocklin Municipal Code to Designate Parcels Subject to the Residential Minimum Density Overlay Zone.

Mayor Gayaldo opened the public hearing for Item PH1.

Principal Planner Anna Leanza presented the item to the City Council.

Councilmember Broadway expressed concern that due to the irregular shape and small size of the parcel located at Site 28, there may be significant challenges with the relative number of units constructed, and the ability to secure funding for affordable units. He noted that the property owner was also concerned about changing the use from commercial to residential.

Principal Planner Leanza indicated that removal of the parcel from the current inventory would require identifying a replacement site including enough units to meet RHNA obligations. She also stated that if a natural disaster or another catastrophic event were to occur requiring a rebuild or a remodel, then this would be viewed as ceasing of operations, and underscored that the intent of the code is for abandoned properties.

Community Development Director David Mohlenbrok noted that for sites including R- C (recreation conservation) as a part of general plan designation, an assumption is made that not all of the site is developable due to a portion possibly being a wetland, a creek or some other feature requiring preservation. He added that housing elements inventory of sites has an overall acreage and an assumed acreage that is less due to not all of the property being developable.

Principal Planner Leanza confirmed that for proposed overlays indicating RMDO R24+, while it requires high density and low income residential as a RHNA site, property owners are not required to tear down existing use. She confirmed that a voluntary teardown would be deemed an abandonment of use.

City Manager Zimmermann stated that the proposed overlay zones would allow the City to be in compliance with the Housing Element, and noted that since the City was 17 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 8 | P a g e
in the beginning phase of the Zoning Code update, there would be recommendations in the future to modify general development plans.

Principal Planner Leanza confirmed that notices had been mailed to property owners for both the Planning Commission and City Council Public Hearings, public notices were advertised in the newspaper, robust outreach had been done in 2021 to notify residents, including the formation of an Ad Hoc committee.

PUBLIC COMMENT
Ms. Pennae Brunner addressed the City Council expressing concern about her property on Rocklin Road that was previously zoned commercial, which may be subject to residential zoning with the overlay.

Mr. Marcus Lo Duca addressed the City Council stating that his client is opposed to the redesignation and rezoning of the Rocklin Springview Mini Storage (Site 28), noting it was not available for high density residential as it was a longstanding and fully developed site, was a narrow commercial site located adjacent to the railroads, and requested to keep the site off of the inventory list.

Ms. Darlene Fletcher addressed the City Council about her property on Pacific Street and asked what the overlay zone meant for her property.

Principal Planner Leanza clarified that the properties mentioned during the public comment period had an overlay of mixed use which would add additional uses to the parcel, noting that the overlay would establish a minimum density for the parcels and that single family homes were considered a legal nonconforming use.

Mayor Gayaldo emphasized that existing properties could remain residential, however if the property owner sold the house or if it was deemed abandoned, then the use would be subject to the overlay.

Councilmember Janda expressed concern that if a home is destroyed due to a fire, whether this would be allowed to be rebuilt. Principal Planner Leanza confirmed the rebuilding of home would be possible as single-family homes were considered a nonconforming use with a conforming structure per the ordinance.

Councilmember Halldin appreciated the public comments made noting that overlay would make the property more valuable as it would allow more use types. He expressed concern that if an existing church were to tear down the building to build a new church, that this may not be permissible. He supported the Planning Commission’s recommendation to remove Site 28 from the RHNA sites list.

Vice Mayor Bass stated the City was doing a great job in striving to protect what Rocklin should look like and still meet RHNA numbers, and there were many jurisdictions that were not complying with this.
18 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 9 | P a g e
Councilmember Janda commented that the City was being forced to meet State requirements, he did not agree with rezoning without the willingness of property owners, appreciated the public comments made by property owners, stated that the BARRO zone in the downtown provided flexibility to rebuild or make additions, and was also concerned about the church property being able to continue its use as mentioned by Councilmember Halldin.

Mayor Gayaldo understood the concerns raised by residents, underscored that the City had an obligation to meet the State’s RHNA requirements, and if the City did not comply the State could take over the City’s zoning. She shared that it was frustrating that not all municipalities were adhering and that due to there not being enough open property in Rocklin to meet the numbers, the overlays were being placed on certain parcels that were unlikely to change its use.

Mayor Gayaldo closed the public hearing for Item PH1.

Motion to approve Public Hearing Item No. PH1.A by Vice Mayor Bass, seconded by Councilmember Janda. Passed by the following vote:

Ayes: Councilmembers Bass, Broadway, Halldin, Janda
Mayor Gayaldo
Noes: None

Absent: None
Abstain: None
Motion to approve Public Hearing Item No. PH1.B by Vice Mayor Bass, seconded by Councilmember Janda. Passed by the following vote:

Ayes: Councilmembers Bass, Broadway, Halldin, Janda
Mayor Gayaldo
Noes: None

Absent: None
Abstain: None
Motion to approve Public Hearing Item No. PH1.C by Vice Mayor Bass, seconded by Councilmember Janda. Passed by the following vote:

Ayes: Councilmembers Bass, Broadway, Halldin, Janda
Mayor Gayaldo
Noes: None

Absent: None
Abstain: None
19 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 10 | P a g e

DISCUSSION ITEMS
D1. City of Rocklin 2022-2025 Economic Development Strategy Update Recommendation: Received a status update of the City of Rocklin 2022-2025 Economic Development Strategy, and provide direction to staff regarding further collaboration with the Growth Factory.

Mayor Gayaldo expressed her appreciation to Assistant City Manager Sherri Conway and wished her well on her retirement.

Assistant City Manager Sherri Conway presented the item to the City Council.

Vice Mayor Bass asked with the exhaustion of ARPA funds, if there would be funding for additional cohorts. Assistant City Manager Conway indicated that the City Manager’s Office was seeking direction on continuing a partnership with the Growth Factory.

City Manager Zimmermann stated that ARPA funds had been fully expended for the Growth Factory and noted that the City Council designated a few months ago that if any approved projects using ARPA funds had residual savings, these funds could be allocated for economic development support. Ms. Zimmermann stated that staff would explore with the Growth Factory what they deem is the best way to support key industries in Rocklin.

PUBLIC COMMENT
There were none.

Councilmember Janda expressed his appreciation to Assistant City Manager Conway for all that she had accomplished in the last couple of years including the attention focusing on economic development in the City, and wished her the best on her retirement.

Councilmember Broadway shared that he had received a number of communications from businesses that had participated in the Growth Factory program over the years confirming its successfulness; underscored that since 50% of revenue from sales tax comes from small businesses, ensuring the success and growth of these businesses was imperative; supported continuing this type of a program as it encouraged the growth of current businesses and will bring in new businesses into the community.

Vice Mayor Bass shared that he had been invited to speak at one of the cohort sessions and provided opinions as a former business lawyer, and had the opportunity to hear some of the frustrations experienced by some businesses on what they wanted to accomplish through the cohort; suggested that for the future cohorts, some criteria on how to spend funds allocated to each business; and hoped to hear from the 20 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 11 | P a g e
business community on any difficulties experienced in opening a business in Rocklin, as the feedback will help improve the process.

Mayor Gayaldo stated that since a majority of the businesses were small businesses, it was important to support this and the Growth Factory provided a great opportunity to do so, emphasizing that economic development was a huge priority.

City Manager Zimmermann noted for Councilmember Halldin that the City Council awarded $300,000 to the Growth Factory to run the Build Up Rocklin program to support small businesses in the City over a two-year period.

FUTURE AGENDA ITEMS
There were none.

The Rocklin City Council adjourned at 8:21 p.m. and reconvened as the Successor Agency to the Redevelopment Agency of the City of Rocklin.

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF

ROCKLIN
SA1. Recognized Obligation Payment Schedule (ROPS) 2025/26 Recommendation: Adopted Resolution No. 2024-048 SA of the Successor Agency of the City of Rocklin Approving the Successor Agency's Recognized Obligation Payment Schedule (ROPS) for Fiscal Year 2025-26, and Authorizing Successor Agency Staff to Submit the ROPS to the Placer County Oversight Board.

Senior Accountant Angela Doyle presented the item to the City Council.

PUBLIC COMMENT
There were none.

Motion to approve Item No. SA1 by Councilmember Janda, seconded by Councilmember Broadway. Passed by the following vote:

Ayes: Councilmembers Bass, Broadway, Halldin, Janda
Mayor/Chair Gayaldo
Noes: None

Absent: None
Abstain: None
21 DRAFT Meeting Minutes of December 10, 2024 Rocklin City Council 12 | P a g e

ADJOURNMENT
Mayor Gayaldo adjourned the meeting at 8:25 p.m.

This is to certify that the foregoing is a true and
correct copy of the minutes of December 10, 2024
as approved by the Rocklin City Council.

Avinta Singh, City Clerk
22 City Council
Staff Report

Subject:

Appointments to Regional Boards and Committees for Calendar Year 2025
Date:

January 14, 2025
Submitted By:

Avinta Singh, City Clerk
Department:

City Clerk's Office
Recommendation:

Item Number C3.

ATTACHMENTS:

1. Resolution
23 Resolution No. 2025- January 14, 2025 Page 1 of 1
1 RESOLUTION NO. 2025

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

UPDATING APPOINTMENTS TO THE VARIOUS JOINT POWER

AGENCIES, PLACER COUNTY COMMITTEES, REGIONAL BOARDS,
AND THE CITY’S ARCHITECTURAL REVIEW COMMITTEE
The City Council of the City of Rocklin does resolve as follows:

Section 1. The Mayor of the City of Rocklin, with the general support of the City Council of the City of Rocklin, does hereby appoint the individuals named in Exhibit A attached hereto and incorporated herein by this reference, to various joint power agencies, Placer County committees, and regional boards thereby repealing the provisions of any resolutions in conflict herewith.

PASSED AND ADOPTED this 14th day of January, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
24 EXHIBIT A
SECTION 1: APPOINTMENTS TO JOINT POWER AGENCIES,

PLACER COUNTY COMMITTEES, AND REGIONAL BOARDS

NAME APPOINTEE ALTERNATE
Highway 65 Interchange Financing JPA Board Halldin Janda Mosquito Abatement District Gayaldo None
Placer County Air Pollution Control District Board Janda Bass Placer County City Selection Committee (Mayors) Gayaldo Bass Placer County Economic Development Board Halldin Gayaldo Placer County Flood Control and Drainage District
Board
Bass Broadway
Placer County Local Agency Formation Commission Bass *No alternate per LAFCO Placer County Local Community Benefit Committee Halldin Broadway Placer County Solid Waste Task Force Justin Nartker, Staff Kurt Schmiegel, Staff Placer County Transportation Planning Agency Board Broadway Janda Sacramento Area Council of Governments Board Gayaldo Halldin Pioneer Community Energy Janda Bass
South Placer Regional Transportation Authority
Board
Broadway Gayaldo
Western Placer Waste Management Authority Board Halldin Broadway SECTION 2: APPOINTMENTS TO INTERNAL COMMITTEES

NAME APPOINTEES
Architectural Review Committee
(2 Councilmembers and 2 Planning
Commissioners/Staggered Terms)
2 Year Term (Expires 1/2026)
Councilmember Janda
Planning Commissioner Cortez
2 Year Term (Expires 1/2027)
Councilmember Broadway
Planning Commissioner
Armstrong
25 City Council
Staff Report

Subject:

Appointment to the Arts
Commission
Date:

January 14, 2025
Submitted By:

Avinta Singh, City Clerk
Department:

City Clerk's Office
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Making an Appointment to the Arts Commission.

Background:

Interviews of qualified applicants were conducted on December 16, 2024 to fill an unscheduled vacancy on the Arts Commission.

Exhibit A to the Resolution identifies the recommended appointment.

Item Number C4.

ATTACHMENTS:

1. Resolution
26 Resolution No. 2025- January 14, 2025 Page 1 of 1
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

MAKING AN APPOINTMENT TO THE ARTS COMMISSION
The City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council of the City of Rocklin does hereby appoint the following individual to the Arts Commission of the City of Rocklin commencing January 14, 2025 as set forth in Exhibit A, attached hereto and hereby incorporated herein by this reference.

PASSED AND ADOPTED this 14th day of January, 2025, by the following vote:

AYES: Councilmembers
NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Jill Gayaldo, Mayor
ATTEST:

Avinta Singh, City Clerk
27 Exhibit A
to Reso. No. 2025-

EXHIBIT A
APPOINTMENT:

ARTS COMMISSION
RMC Chapter 2.36 & 2.43
Four-Year Term
Appointee Term Expires
Pranil Shankar 6/30/2029

28 City Council
Staff Report

Subject:

Amendments to the Rocklin Municipal Code Establishing a Residential Minimum Density Overlay Zone and Amending the Zoning Map - Second Reading of Ordinance
Date:

January 14, 2025
Submitted By:

Avinta Singh, City Clerk
Department:

City Clerk's Office
Recommendation:

Background:

On December 10, 2024, the City Council introduced, read by title only and waived the full reading of the following:

"An Ordinance of the City Council of the City of Rocklin to Add Chapter 17.53 to the Rocklin Municipal Code Establishing the Residential Minimum Density Overlay Zone and Amending the Zoning Map of the Rocklin Municipal Code to Designate Parcels Subject to the Residential Minimum Density Overlay Zone."

The background materials for this item are contained in the December 10, 2024 City Council Meeting Staff Report, located on the City's website.

Item Number C5.

ATTACHMENTS:

1. Ordinance - Residential Minimum Density Overlay Zone 29

Page 1 of 3 ends

Ordinance No. XXXX

ORDINANCE NO. XXXX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ROCKLIN TO ADD CHAPTER 17.53 TO THE ROCKLIN MUNICIPAL CODE ESTABLISHING

THE RESIDENTIAL MINIMUM DENSITY OVERLAY ZONE AND AMENDING THE

ZONING MAP OF THE ROCKLIN MUNICIPAL CODE TO DESIGNATE PARCELS

SUBJECT TO THE RESIDENTIAL MINIMUM DENSITY OVERLAY ZONE

The City Council of the City of Rocklin does ordain as follows:

Section 1. Findings.

A. The proposed Ordinance would amend Title 17 - Zoning of the City of Rocklin Municipal Code to add Chapter 17.53, which will establish the Residential Minimum Density Overlay (RMDO) Zone and development standards for the zone and amend the City Zoning Map to reflect the RMDO Zone.

B. The proposed Zoning Code and Zoning Map amendments are consistent with and implements the policies of the City of Rocklin's General Plan, including the Housing Element.

C. The proposed Zoning Code and Zoning Map amendments to affected properties, their density, and their intensity, are not likely to create serious health problems or create nuisances on properties in the vicinity.

D. The City Council has considered the effect of the proposed Zoning Code and Zoning Map amendment on the housing needs of the region and has balanced those needs against the public service needs of its residents and available fiscal and environmental resources.

E. The parcels are physically suited to the uses authorized in the Zoning Code amendment.

F. The proposed Zoning Code and Zoning Map amendments are compatible with the land uses existing and permitted on the properties in the vicinity.

G. The Planning Commission of the City of Rocklin recommended the Zoning Code and Zoning Map Amendment for approval on November 5, 2024 with a vote of 3-0 (two members absent).

Section 2. Authority. The City Council enacts this ordinance under the authority granted to cities by Article XI, Section 7 of the California Constitution and Government Code section 37100.

Page 2 of 3 ends

Ordinance No. XXXX
Section 3. Environmental Analysis. An Addendum to the 2012 General Plan Environmental Impact Report has been approved by City Council Resolution No. 2024 - 273.

Section 4. Action.

A. The City Council hereby adopts Chapter 17.53 of Title 17 Zoning of the Rocklin Municipal Code as is set forth in Exhibit A, attached hereto and incorporated herein by this reference.

B. The City’s Zoning Map is hereby amended as de picted in Exhibit B, attached hereto and incorporated herein by this reference.

Section 5. Severability. If any section, sub-section, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have adopted this ordinance and each section, sub-section, sentence, clause, phrase or portion thereof, irrespective of the fact that any one or more sect ions, sub -sections, sentences, clauses, phrases or portions to be declared invalid or unconstitutional.

Section 6. Effective Date. This ordinance shall take effect thirty (30) days after the day of its adoption.

Section 7. Publication. Within fifteen days of passage of this ordinance, the City Clerk shall cause the full text of the ordinance, with the names of those City Council members voting for and against the ordinance, to be published in the Placer Herald. In lieu of publishing the full text of t he ordinance, the City Clerk, if so directed by the City Attorney and within fifteen days, shall cause a summary of the ordinance, prepared by the City Attorney and with the names of the City Council members voting for and against the ordinance, to be published in the Placer Herald, and shall post in the office of the City Clerk a certified copy of the City Council members voting for and against the ordinance.

The publication of a summary of the ordinance in lieu of the full text of the ordinance is authorized only where the requirements of Government Code section 36933(c)(1) are met.

Page 3 of 3 ends

Ordinance No. XXXX
INTRODUCED at a regular meeting of the City Council of the City of Rocklin held on December 10, 2024, by the following vote:

AYES: Councilmembers: Bass, Broadway, Gayaldo, Halldin, Janda

NOES: None

ABSENT: None

ABSTAIN: None

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Rocklin held on January 14, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

____________________________________
Jill Gayaldo, Mayor

ATTEST:

___________________________
Avinta Singh, City Clerk

First Reading: 12/10/2024
Second Reading: 01/14/2025
Effective Date:

Page 1 ends

to Ordinance No. XXXX
EXHIBIT A – CHAPTER 17.53 OF TITLE 17

17.53 - Residential Minimum Density Overlay Zone

17.53.010 - Residential Minimum Density Overlay Zone
This chapter establishes the Residential Minimum Density Overlay Zone (the “RMDO Zone”). The creation of this overlay zone provides a mechanism to establish minimum development densities on a given site as a means to help the City achieve its Regional Housing Needs Allocation (RHNA) obligations.

17.53.020 - Purpose and Intent
The purpose and intent of the RMDO Zone is to designate certain properties as suitable for higher density residential uses. It is intended to facilitate the development of affordable multi-family housing for low - and moderate-income households, enable the city to meet its housing goals, and ensure that affordable housing developments will be compatible with surrounding land uses by establishing appropriate development standards.

Although there are some exceptions, zoning typically establishe s the maximum density which is allowed on a given site within the density range established by the applicable General Plan land use designation. The creation of this overlay zone provides for a mechanism to establish a minimum density on a site-by-site basis that is greater than the applicable General Plan minimum density without having to amend the underlying zoning.

Properties included within the RMDO Zone shall be specified on the approved zoning map to indicate both inclusion in the overlay zone and the minimum development density required.

17.53.030 – Applicability; conflicts
A. The provisions of this Chapter 17.5 3 shall apply to all those parcels indicated on the approved zoning map depicting the RMDO Zone area, and in a manner consistent with the identification of boundaries for other zones set forth in Title 17 and prior decisions of the city regarding the actual boundaries of properties within city land use zones.

B. Should a provision of this Chapter 17.53 conflict with any other provisions of Title 17 of the Rocklin Municipal Code, or any other city resolutions, ordinances, or regulations of the city, this chapter shall control.

Page 2 ends

to Ordinance No. XXXX

17.53.040 – Allowed Uses
A. Residential Minimum Density Overlay – Residential, 24+ (RMDO-R24+)

1. Allowed uses shall be as regulated by Chapter 17.40 (R-3 Zone).

B. Residential Minimum Density Overlay – Mixed Use, 24+ (RMDO-MU24+)

1. Allowed residential uses shall be as regulated by Chapter 17.40 (R-3 Zone).

2. Allowed nonresidential uses shall be as regulated by the underlying zoning district.

C. Residential Minimum Density Overlay – Mixed Use, 10+ (RMDO-MU10+)

1. Allowed residential uses shall be as regulated by Chapter 17.40 (R-3 Zone).

2. Allowed nonresidential use s shall be as regulated by the underlying zoning district.

17.53.050 – Density
A. The density of a parcel within the RMDO Zone shall be annotated and defined as follows:

1. Residential Minimum Density Overlay – Residential, 24+ ( RMDO-R24+) - minimum density of 24 dwelling units per acre.

2. Residential Minimum Density Overlay – Mixed Use, 24+ (RMDO-MU24+) - if developed as residential, minimum density of 24 dwelling units per acre.

If developed as nonresidential, allowed uses and requirement s would default to the underlying zoning district, as specified below.

3. Residential Minimum Density Overlay – Mixed Use, 10+ (RMDO-MU10+) - if developed as residential, minimum density of 10 dwelling units per acre.

If developed as nonresidential, allowed uses and requirements would default to the underlying zoning district, as specified below.

Page 3 ends

to Ordinance No. XXXX

17.53.060 – Development Standards
A. The development standards for the RMDO -R24+ overlay zone designation shall be as follows:

RMDO-R24+
Minimum units per gross acre 24
Maximum units per gross acre N/A
Maximum lot coverage 60%
Maximum building height
Principle Building 50 feet
Accessory Building 14 feet
Setbacks
Front Not less than 20 feet
Rear Not less than 15 feet
Interior Side Not less than 10 feet
Street Side Not less than 15 feet
All development standards, including setbacks and height requirements , may be modified subject to justifications provided and accepted as part of a Design Review approval.

B. The development standards for non-residential development in the RMDO-MU24+ overlay zone shall be consistent with the uses and standards of the underlying zoning district.

C. The development standards for residential development in the RMDO -MU24+ overlay zone shall be as follows:

RMDO-MU24+
Minimum units per gross acre 24
Maximum units per gross acre N/A
Maximum lot coverage 60%
Maximum building height
Principle Building 50 feet
Accessory Building 14 feet
Setbacks
Front Not less than 20 feet
Rear Not less than 15 feet
Interior Side Not less than 10 feet
Street Side Not less than 15 feet
All development standards, including setbacks and height requirements , may be modified subject to justifications provided and accepted as part of a D esign Review approval.

Page 4 ends

to Ordinance No. XXXX
D. The development standards for non-residential development in the RMDO-MU10+ overlay zone designation shall be consistent with the uses and standards of the underlying zoning district.

E. The development standards for residential development in the RMDO-MU10+ overlay zone shall be as follows:

RMDO-MU10+
Minimum units per gross acre 10
Maximum units per gross acre N/A
Maximum lot coverage 60%
Maximum building height
Principle Building 50 feet
Accessory Building 14 feet
Setbacks
Front Not less than 20 feet
Rear Not less than 15 feet
Interior Side Not less than 10 feet
Street Side Not less than 15 feet
All development standards, including setbacks and height requirements , may be modified subject to justifications provided and accepted a s part of a Design Review approval.

36 Legend
RMDO-R24+
RMDO-MU10+
RDMO-MU24+
Residential Minimum Density Overlay Zone Map
F

EXHIBIT B
37 City Council
Staff Report

Subject:

Sierra College Land Transfer Agreement - Amendment No. 1 Date:

January 14, 2025
Submitted By:

Elizabeth Sorg, Management Analyst
Andrew Keys, Assistant City Manager
Department:

City Manager's Office
Recommendation:

Background:

On August 22, 2023, the City Council approved a Land Transfer Agreement between the Sierra Joint Community College District (Sierra College) and the City for two parcels (Resolution No. 2023-128). The first parcel (open space parcel) is APN 045-450-027, adjacent to Ambassador Drive and Schatz Lane, south of Rocklin Road and west of Sierra College Boulevard. The second parcel (fire station parcel) is part of APN 045-150-050, north of the parking lot on the corner of Sierra College Boulevard and Stadium Entrance Road.

The City is in the process of designing the fourth fire station on the fire station parcel. In fall of this year, the architect made the City aware of grading concerns on the parcel that would require retaining walls on the southern boundary of the parcel. However, these concerns could be mitigated if the size of the fire station parcel was increased. After conversations with Sierra College, the City proposed amendments to the original Land Transfer Agreement that would clean up language in the original agreement and increase the parcel size not to exceed 2.3 acres. Other changes to the Agreement include:
(1) requiring the City to replace a portion of the College's track if it will be disturbed by the Fire Station grading or construction;
(2) clarifying City's responsibility to comply with CEQA before accepting the parcels; and (3) other minor, non-substantive changes.

At the December 17, 2024 Sierra College Board of Trustees meeting, the Board approved Amendment No. 1.

Staff recommends that the City Council adopt the attached Resolution (Attachment 1) authorizing the City Manager to execute Amendment No. 1 to the Land Transfer Agreement between Sierra College and the City of Rocklin.

Item Number C6.

38 Fiscal Impact:

There is no fiscal impact to the staff recommendation.

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A - Amendment No. 1 to City-College Agreement

3. City-College Agreement Executed August 31, 2023
39 Resolution No. 2025- January 14, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1

TO THE CITY-COLLEGE AGREEMENT WITH THE SIERRA COLLEGE

JOINT COMMUNITY COLLEGE DISTRICT FOR THE TRANSFER OF

FEE TITLE FOR TWO PROPERTIES
WHEREAS, the City of Rocklin wishes to construct a fourth fire station in east Rocklin; and
WHEREAS, the Sierra Joint Community College District (“College”) owns a suitable parcel for the construction of a new fire station in east Rocklin; and WHEREAS, the City and College executed the City-College Agreement (“Agreement”) on August 31, 2023, which allows for the transfer of two parcels fee title from the College to the City; and
WHEREAS, under the Agreement, one of the properties that the College agreed to transfer to the City was to be used as a fire station and would not exceed two (2) acres in size and the Parties have identified a need to enlarge the size of the Property from 2 acres to 2.3 acres to meet the needs of the City (“Fire Station Property”); and WHEREAS, the City and College acknowledge the Fire Station Property could have impacts on the college’s existing cross-country track, and the Parties desire to amend the Agreement to address these changed conditions; and WHEREAS, the Parties desire to clarify City’s responsibilities for complying with the California Environmental Quality Act before acquiring the two parcels and to make some other non-substantive changes to the Agreement; and WHEREAS, the Sierra Joint Community College District Board of Trustees approved Amendment No. 1 to the Agreement on December 17, 2024.

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 Council authorizes the City Manager to execute the Amendment No. 1 attached as Exhibit A to this Resolution. 40 Resolution No. 2025- January 14, 2025 Page 2 of 2
1 PASSED AND ADOPTED this 14th day of January, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
41 AMENDMENT NO. 1

TO CITY-COLLEGE AGREEMENT BETWEEN

THE CITY OF ROCKLIN AND SIERRA JOINT COMMUNITY COLLEGE DISTRICT

This Amendment is entered into on __________________________________, by and between the City of Rocklin, a municipal corporation (“City”) and the Sierra Joint Community College District (“College”) who agree as follows:

RECITALS
WHEREAS, the City and College entered into a City-College Agreement dated August 31, 2023, whereby the College would transfer fee title to two properties to the City (hereafter “Agreement”); and
WHEREAS, subject to unanimous approval by the College’s governing board, Education Code section 81530 et seq. permits the College to grant all or any of its interest in real property to the City upon terms and conditions agreed to by the parties without complying with other provisions of the Education Code; and
WHEREAS, under the Agreement, one of the properties that the College agreed to transfer to the City was to be used as a fire station and would not exceed two (2) acres in size and the Parties have identified a need to enlarge the size of the Property from 2 acres to

2.3 acres to meet the needs of the City (“Fire Station Property”); and WHEREAS, the City and College agree to remove the language requiring the Fire Station parcel to be annexed into CFD 1 and CFD 5; and
WHEREAS, the City and College acknowledge the Fire Station Property could have impacts on the college’s existing cross-country track; and.

WHEREAS, the Parties desire to amend the Agreement to address these changed conditions.

AGREEMENT
NOW, therefore, the City and College hereby agree to amend the Agreement as follows:

1. Section 2 of the Agreement shall be amended to read as follows:
“Conservation Property-Transfer of Fee Title. The College shall transfer fee title to the Conservation Property to the City consistent with the terms of this Agreement. Until such time as the transfer is made, the College will continue to maintain the property per the Conservation Easement.”

2. Section 3 of the Agreement shall be amended to read as follows:

“Fire Station Property – Transfer of Fee Title. College and City shall use commercially reasonable efforts within two (2) years after the Effective Date to agree upon the size and configuration of the Fire Station Property. The Fire Station Property shall not 42 exceed two point three (2 .3) acres in size. If the development of the Fire Station Property is to encroach on the College’s existing cross-country track, the City agrees to replace the portion of the track disrupted by development to a condition consistent with California Community College Athletic Association standards and subject to College’s written approval, which shall not be unreasonably withheld. City, at its sole cost and expense, shall hire a surveyor to establish the metes and bound description (the “Legal Description”) of the Fire Station Property to be conveyed to the City. Once the Legal Description of the Fire Station Property has been agreed upon by the Parties, and the other conditions provided herein have been satisfied, including the approval of the Properties as surplus land and the City’s compliance with the California Environmental Quality Act for the acquisition of the properties, College shall transfer and City shall accept fee title to the Fire Station Property. The College, as a publ ic entity, is exempt from the Subdivision Map Act which permits the College to convey a portion of its real property without filing a parcel map with the City. College shall create the grant deed to the Fire Station Property as required by law incorporating the Legal Description of the Fire Station Property to be conveyed to the City to effectuate its transfer to the City.

3. Section 34 shall be added to the Agreement as follows:

34. City’s Compliance with the California Environmental Quality Act (“CEQA”) as a Condition of Acceptance. Prior to acceptance of the Fire Station Property and the Conservation Property, City shall complete all necessary environmental review required under CEQA for the acquisition.

Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms . If there is a conflict between this Amendment and the Agreement, the terms of this Amendment will prevail.

Executed as of the date first written above.

COLLEGE CITY

By: ____________________________ By: _____________________________ William H. Duncan, IV Aly Zimmermann, City Manager Superintendent/President

APPROVED AS TO FORM:

By: _____________________________
Crystal Hodgson,
Assistant City Attorney

43 ATTEST:

By: _____________________________
Avinta Singh, City Clerk
44 45
46 47
48 49
50 51
52 53
54 55
56 57
58 59
60 61
62 63
64 City Council
Staff Report

Subject:

Revisions to the City of Rocklin’s Section 125 Cafeteria Plan Date:

January 14, 2025
Submitted By:

Tameka Usher, Director of Administrative Services
Department:

Administrative Services - Human Resources
Recommendation:

Background:

Section 125 of the Internal Revenue Code (Code) and the regulations thereunder permit the City of Rocklin (City) to implement a Cafeteria Plan (Plan) for the benefit of its employees.

While the City currently has an existing Plan under this Code, staff recommends the City Council approve an amended and restated Plan Document to include:

Additional benefit options for employees on a pre-tax basis Inclusion of part-time employees
Expansion of the definition section

The recommended Plan Document (Attachment 2) also contains housekeeping items such as grammar corrections and clarification of outdated language. A redline version of the Plan Document showing all changes is included as Attachment 3.

Staff also recommends that the City Manager be authorized to enter into agreements for the provision of administrative, recordkeeping, and other ministerial services and benefits City’s Cafeteria Plan, in accordance with the purchasing authority set forth in the Rocklin Municipal Code.

Fiscal Impact:

There is no fiscal impact to the staff recommendation.

Item Number C7.

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit 1 - City of Rocklin Section 125 Plan Document

3. City of Rocklin Section 125 Plan Document - Redline Version 65 Resolution No. 2025- January 14, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
ADOPTING AN AMENDED AND RESTATED SECTION 125 CAFETERIA PLAN

FOR THE CITY OF ROCKLIN, AND AUTHORIZING THE CITY MANAGER TO EXECUTE DOCUMENTS RELATED TO THE SECTION 125 CAFETERIA PLAN AND REPEAL RESOLUTION 2021-134
WHEREAS, Section 125 of the Internal Revenue Code (“Code”) and the regulations thereunder permit the City of Rocklin to implement a Section 125 Plan (“Cafeteria Plan”) for the benefit of its eligible employees; and WHEREAS, the City of Rocklin has an existing Cafeteria Plan, and amendment and restatement of the City’s Cafeteria Plan is recommended to include additional benefit options for employees on a pre-tax basis; and
WHEREAS, from time to time, it may be prudent and beneficial for the City to enter into agreements for the provision of administrative, recordkeeping, and other ministerial services and benefits for the City of Rocklin’s Section 125 Cafeteria Plan, and authorizing the City Manager to execute such agreements would enhance the efficiency and efficacy of the Plan.

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

Section 1. Resolution No. 2021-134 is hereby repealed.

Section 2. The recitals set forth above are true and correct and hereby incorporated by reference.

Section 3. The amended and restated City of Rocklin Cafeteria Plan is approved and adopted as set forth in the attached Exhibit “A,” incorporated herein by reference. The effective date for the amended and restated Cafeteria Plan is January 14, 2025.

Section 4. The City Manager is authorized to enter into agreements for the provision of administrative, recordkeeping, and other ministerial services and benefits for the City of Rocklin’s Section 125 Cafeteria Plan, in accordance with the purchasing authority set forth in the Rocklin Municipal Code.
66 Resolution No. 2025- January 14, 2025 Page 2 of 2
1 PASSED AND ADOPTED this 14th day of January, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
67 CITY OF ROCKLIN
SECTION 125

CAFETERIA PLAN DOCUMENT
Adopted February 25, 1992
Amended and Restated, Effective January 14, 2025
68 2
Table of Contents
SECTION 125 CAFETERIA PLAN ADOPTION AGREEMENT........................................................ 3 SECTION I - PURPOSE .............................................................................................................................. 8 SECTION II - DEFINITIONS...................................................................................................................... 8 SECTION III - ELIGIBILITY, ENROLLMENT, AND PARTICIPATION ............................................. 13 SECTION IV - CONTRIBUTIONS ........................................................................................................... 15 SECTION V - GROUP MEDICAL INSURANCE BENEFIT................................................................... 22 SECTION VI - GROUP DENTAL AND VISION BENEFIT ................................................................... 23 SECTION VII - LONG-TERM DISABILITY INSURANCE BENEFIT.................................................. 24

SECTION VIII - ACCIDENTAL DEATH AND DISMEMBERMENT, GROUP AND INDIVIDUAL LIFE INSURANCE BENEFIT................................................................................................................... 25

SECTION IX - FLEXIBLE SPENDING ARRANGEMENT- MEDICAL EXPENSE REIMBURSEMENT BENEFIT................................................................................................................. 26 SECTION X - DEPENDENT CARE FLEXIBLE SPENDING ARRANGEMENT ................................. 31 SECTION XI - SUPPLEMENTAL PROGRAM BENEFITS.................................................................... 34 SECTION XII AMENDMENT AND TERMINATION............................................................................ 35 SECTION XIII - ADMINISTRATION...................................................................................................... 36 SECTION XIV - MISCELLANEOUS PROVISIONS............................................................................... 41 69 3
SECTION 125 CAFETERIA PLAN ADOPTION AGREEMENT
The City of Rocklin (Employer) hereby adopts the amended and restated Section 125 Cafeteria Plan for those Employees who shall qualify as Participants hereunder. The City of Rocklin hereby selects the following Plan specifications:

A. EMPLOYER INFORMATION
Name of Employer: City of Rocklin CA
Address: 3970 Rocklin Road
Rocklin, CA 95677
Employer Identification
Number:
94-60000408
Nature of Business:

Name of Plan: City of Rocklin CA
Flexible Benefit Plan
Plan Number: 501
B. EFFECTIVE DATE
Amendment and Restatement
Effective Date:

January 14, 2025
C. ELIGIBILITY REQUIREMENTS FOR PARTICIPATION
Eligibility requirements for each component plan under this Section 125 document will be applicable, except as otherwise provided herein.

Length of Service: Effective the first day the month following the hire date.

Eligibility: Eligible employees include active employees and retired persons who receive an W-2 taxable compensation from
the City. Eligibility is subject to any applicable
memorandum of understanding, contract, resolution, or
policy.

Minimum Hours: All employees with 20 hours of service or more each week. An hour of service is each hour for which an
employee receives, or is entitled to receive, payment for performance of duties for the Employer.
70 4
Age: Minimum of 18.0 years of age.

D. PLAN YEAR
The Plan Year is January 1 through December 31.

E. CONTRIBUTIONS
Non-Elective Contributions
The Employer may furnish non-elective contributions for medical insurance (health/dental/vision) premiums, long-term disability insurance premiums, and life and accidental death and dismemberment (AD&D) insurance premiums, and an additional flex credit which may be used for certain benefits available in the Plan.The amount of the Employer’s contribution will be set by the Employer each Plan Year in a uniform and non- discriminatory manner, in accord with collective bargaining agreements and City policy.

If the Employer’s contribution amount exceeds the cost of benefits elected by the Participant, excess amounts will not be paid to the Participant as taxable cash, except that the Participant may be eligible for a taxable cash payment due to the Employee’s declination of health insurance coverage/full family health insurance coverage, in accordance with the applicable memorandum of understanding, contract, resolution, or City policy. If the employee opts out of health insurance, the Employee must provide certification of other group health insurance coverage to receive the taxable cash payment.

If the Employer’s contribution amount is less than the cost of benefits elected by the Participant, the Participant is responsible for paying for the difference.

Elective Contributions (Salary Reduction)
Each Participant may authorize the Employer to reduce his or her compensation by the amount needed for the purchase of benefits elected, less the amount of non-elective employer contributions. An election for salary reduction will be made on the benefit election form.

F. AVAILABLE BENEFITS
Each of the following components, if selected by the Employer, should be considered benefits that comprise this Plan.

1. Group Medical Insurance -- The terms, conditions, and limitations for the Group Medical Insurance will be as set forth in the insurance policy, policies, contracts and/or enrollment documents. (See Section V of the Plan Document) Employer contracts with CalPERS for group health insurance, and provides a direct contribution to Employees’ health insurance premiums in an amount established by 71 5
memorandum of understanding, contract, resolution, or City policy. In accordance with and to the extent required by the Patient Protection and Affordable Care Act, any amendments thereto and lawful guidance published thereunder, Employer shall enroll new full-time eligible Employees in one of the group health plans offered (subject to any waiting periods and the employee’s election of benefits) and continue the enrollment of current Participants in a group health plan. The Employer or Administrator shall provide adequate notice to Employees of such enrollment and the opportunity for an Employee to opt out of any coverage in which the Employee was enrolled.

Participant is responsible for payment of the difference in any monthly premium cost for the medical insurance plan and coverage level selected that exceeds the Employer’s contribution (direct or flex credit).

2. Group Dental/Vision Insurance - The terms, conditions, and limitations for the Dental/ Vision Insurance will be as set forth in the applicable insurance policies, contracts, and/or enrollment documents, and are further discussed in Section VI of the Plan Document. (See Section VI of the Plan Document) Employer provides a direct contribution for Employees’ dental and vision insurance coverage in an amount established by memorandum of understanding, contract, resolution, or City policy. Participant is responsible for payment of the difference in any monthly premium cost for the insurance plan and coverage level selected that exceeds the Employer’s contribution (direct or flex credit).

3. Long-term Disability Insurance --The terms, conditions, and limitations for the insurance will be as set forth in the applicable insurance policy and/or enrollment documents. (See Section VII of the Plan Document)
Employer provides a direct contribution for Employee Long-Term Disability Insurance coverage in an amount established by memorandum of understanding, contract, resolution, or City policy.

4. AD&D and Life Insurance under Section 79 of the Internal Revenue Code. The terms, conditions, and limitations for the insurance will be as set forth in the insurance policy, policies, contracts and/or enrollment documents. (See Section VIII of the Plan Document)
Employer provides a direct contribution for employee AD&D and Group Life Insurance coverage on the life of the employee in an amount established by memorandum of understanding, contract, resolution, and/or City policy. City paid life insurance in excess of $50,000 will be treated as taxable income to the Employee. Participant may elect supplemental AD&D or Life Insurance benefits for the life of the employee. Participant is responsible for the monthly premiums associated with any such plans. Participant may elect to use the Employer provided 72 6
flex credit (if any) and/or may elect to enter into a salary reduction agreement for the supplemental benefits.

5. Dependent Care Flexible Spending Arrangement -- The terms, conditions, and limitations for the Dependent Care Flexible Spending Arrangement will be asset forth in Section IX of the Plan Document and described below:

This benefit is intended to comply with the provisions of Internal Revenue Code section 129 with respect to dependent care assistance and therefore, will be deemed to be automatically amended to comply with all legislative changes to and valid regulations promulgated under, the Internal Revenue Code.

Participant may elect this benefit through application of the Employer’s flex credit (if any) and/or by entering into a salary reduction agreement. In no event can the Participant’s maximum contribution per Plan Year exceed the limit set forth in the Internal Revenue Code and/or regulations.

6. Medical Expense Reimbursement Benefit -- The terms, conditions, and limitations for the Medical Expense Reimbursement Benefit will be as set forth in Section X of the Plan Document and described below:

This benefit is intended to comply with the provisions of the Internal Revenue Code sections 105 and 106 and therefore, will be deemed to be automatically amended to comply with all legislative changes to and valid regulations promulgated under, the Internal Revenue Code.

Participant may elect this benefit by entering into a salary reduction agreement.

In no event can Participant’s maximum contribution per Plan Year exceed the limit set forth in the Internal Revenue Code and/or regulations.

Grace Period: Yes.

Carryover: No.

7. Other Available Supplemental Program Benefits
a. Employer may offer other elective program benefits, to include but not be limited to the following. Additional elective program benefits may be added to this Plan without requiring amendment. Employer reserves the right to add or remove elective program benefits each Plan Year. (i) Accident Insurance.
(ii) Cancer Coverage
(iii) Short-Term Disability Insurance
73 7
(iv) C ritical Illness Insurance
(v) Hospital Indemnity
b. The terms, conditions, and limitations for each of the supplemental program benefits will be as set forth in the insurance policy, contract and/or enrollment documents.
c. Participants may elect these supplemental benefits through application of the Employer’s flex credit (if any) and/or by entering into a salary reduction agreement.

The Plan shall be construed, enforced, administered, and the validity determined in accordance with the applicable provisions of the Internal Revenue Code of 1986 (as amended), and the laws of the State of California. Should any provision be determined to be void, invalid, or unenforceable by any court of competent jurisdiction, the Plan will continue to operate, and for purposes of the jurisdiction of the court only, will be deemed not to include the provision determined to be void.

THIS DOCUMENT IS NOT COMPLETE WITHOUT SECTIONS I THROUGH XIV, SET FORTH BELOW AND INCORPORATED HEREWITH BY REFERENCE.

This Plan is hereby adopted ____________________________________.

City of Rocklin CA

CITY OF ROCKLIN
Signed By: ___________________________________________________ Title: _______________________________________________________ 74 8
SECTION 125 CAFETERIA PLAN

SECTION I - PURPOSE
The Employer amends and restates the City of Rocklin Section 125 Cafeteria Plan in order to make a broader range of benefits available to its Employees and their Beneficiaries. This Plan allows Employees to choose among different types of benefits and select the combination best suited to their individual goals, desires, and needs. These choices include an option to receive certain benefits in lieu of taxable compensation.

In establishing this Plan, the Employer desires to attract, reward, and retain highly qualified, competent Employees, and believes this Plan will help achieve that goal.

It is the intent of the Employer to amend and restate this Plan in conformity with Section 125 of the Internal Revenue Code of 1986, as amended, and in compliance with applicable rules and regulations issued by the Internal Revenue Service. This Plan will grant to eligible Employees an opportunity to purchase qualified benefits which, when purchased alone by the Employer, would not be taxable.

SECTION II - DEFINITIONS
The following words and phrases appear in this Plan and will have the meaning indicated below unless a different meaning is plainly required by the context:

2.01 Administrator. The Employer unless another has been designated in writing by the Employer as Administrator.

2.02 Beneficiary - Any person or persons designated by a participating Employee to receive any benefit payable under the Plan on account of the Employee's death.

2.03 Carryover - The amount remaining unused as of the end of the Plan Year in the Medical Reimbursement flexible spending account up to 20% of the annual maximum contribution permitted under Code §125(i), if the Adoption Agreement elects a carryover.

2.04 COBRA - The Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

2.05 Code - Internal Revenue Code of 1986, as amended.

2.06 Dependent - Any of the following:
(a) Tax Dependent: A Dependent includes a Participant's Spouse and any other person who is a Participant's Dependent within the meaning of Code 75 9
Section 152, provided that, with respect to any plan that provides benefits that are excluded from an Employee’s income under Code Section 105, a Participant's Dependent (i) is any person within the meaning of Code Section 152, determined without regard to Subsections (b)(1), (b)(2), and (d)(1)(B) thereof, and (ii) includes any child of the Participant to whom Code Section 152(e) applies (such child will be treated as a Dependent of both divorced parents).
(b) Adult Children: With respect to any plan that provides benefits that are excluded from an Employee’s income under Code Section 105, a Dependent includes a child of a Participant who as of the end of the calendar year has not attained age 27. However, for purposes of a CalPERS health plan, a Dependents only includes a child of a Participant who has not attained age

26. A ‘child’ for purpose of this Section 2.04(c) means an individual who is a son, daughter, stepson, or stepdaughter of the Participant, a legally adopted individual of the Participant, an individual who is lawfully placed with the Participant for legal adoption by the Participant, or an eligible foster child who is placed with the Participant by an authorized placement agency or by judgment, decree, or other order of any court of competent jurisdiction.

Dependent for purposes of the Dependent Care Flexible Spending Arrangement is defined in Section 9.04(a).

2.07 Dependent Care Flexible Spending Arrangement - The dependent care assistance flexible spending arrangement program offered under the Plan.

2.08 Effective Date - The effective date of this Plan as shown in Item B of the Adoption Agreement.

2.09 Elective Contribution - The amount the Participant authorizes the Employer to reduce compensation for the purchase of benefits elected pursuant to a salary reduction election.

2.10 Election Form - The actual or deemed paper or electronic form provided by the Administrator for the purpose of allowing an Eligible Employee to participate in this Plan by electing Salary Reductions to pay for any of the elected Benefits for the Plan Year. It includes an agreement pursuant to which an Eligible Employee or Participant authorizes the Employer to make Salary Reductions.

2.11 Eligible Employee - Employee meeting the eligibility requirements for participation as shown in Item C of the Adoption Agreement and any applicable memorandum of understanding, contract, resolution, and policy. 76 10

2.12 Eligible Opt-Out Arrangement – An Opt Out Arrangement that meets the conditions of Section 4.94.

2.13 Employee - Any person that the Employer classifies as a common-law employee employed by the Employer and who is on the Employer’s W-2 payroll on or after the Effective Date. Employee does not include the following: (a) any leased employee (including but not limited to those individuals defined as leased employees in Code § 414(n)) or individual classified by the Employer as an independent contractor for the period during which such individual is so classified, whether or not any such individual is on the Employer's W-2 payroll or is determined by the IRS or others to be a common-law employee of the Employer; (b) any individual who performs services for the Employer but who is paid by a temporary or other employment or staffing agency for the period during which such individual is paid by such agency, whether or not such individual is determined by the IRS or others to be a common-law employee of the Employer; and (c) any self-employed individual. The term Employee includes former Employees for the limited purpose of allowing continued eligibility for benefits under the Plan for the remainder of the Plan Year in which an Employee ceases to be employed by the Employer, but only to the extent specifically provided elsewhere under this Plan..

2.14 Employer - The City of Rocklin.

2.15 Employer Contributions Amounts that have not been actually received by the Participant and are available to the Participant for the purpose of selecting benefits under the Plan. This term includes Non-Elective Contributions and Elective Contributions through Salary Reduction.

2.16 Entry Date - The date that an Employee is eligible to participate in the Plan.

2.17 ERISA - The Employee Retirement Income Security Act of 1974, Public Law 93- 406 and all regulations and rulings issued thereunder, as amended (if applicable).

2.18 Fiduciary - The named fiduciary shall mean the Employer, the Administrator and other parties designated as such, but only with respect to any specific duties of each for the Plan as may be set forth in a written agreement.

2.19 Highly Compensated - Any Employee who at any time during the Plan Year is a "highly compensated employee" as defined in Section 414(q) of the Code.

2.20 HIPAA - The Health Insurance Portability and Accountability Act of 1996, as amended.
77 11

2.21 Insurer - Any insurance company that has issued a policy pursuant to the terms of this Plan.

2.22 Key Employee - Any Participant who is a "key employee" as defined in Section 416(i) of the Code.

2.23 Medical Expense Reimbursement Plan – The health flexible spending arrangement offered under the Plan.

2.24 Non-Elective Contribution - A contribution amount made available by the Employer for the purchase of benefits elected by the Participant.

2.25 Open Enrollment Period – The period that occurs in September and/or October in the year preceding the Plan Year as prescribed by CalPERS, a period that precedes the Plan Year as prescribed by the other benefit plans, or such other period as may be prescribed by the Administrator.

2.26 Opt-Out Arrangement - An arrangement where payment is made available to an Eligible Employee only if the Eligible Employee declines coverage, but may not be used to pay for health benefits (whether or not the Eligible Employee receives the amount as a taxable benefit).

2.27 Participant - An Employee who has qualified for Plan participation as provided in Item C of the Adoption Agreement and who is participating in the Plan. 78 12

2.28 Plan - The Plan referred to in Item A of the Adoption Agreement as may be amended from time to time.

2.29 Plan Year - The Plan Year as specified in Item D of the Adoption Agreement.

2.30 Policy - An insurance policy issued as a part of this Plan.

2.31 Recordkeeper - The person or entity designated by the Employer to perform recordkeeping and other ministerial duties with respect to the Medical Expense Reimbursement Benefit and/or the Dependent Care Flexible Spending Arrangement .

2.32 Salary Reduction - The amount by which the Participant's compensation is reduced and applied by the Employer under this Plan to pay for one or more of the Benefits, as permitted for the applicable component, before any applicable state and/or federal taxes have been deducted from the Participant's compensation (i.e., on a pre-tax basis).

2.33 Spouse - An individual who is treated as a spouse for federal tax purposes.

Notwithstanding the above, for purposes of the Dependent Care Flexible Spending Arrangement, the term Spouse shall not include (a) an individual legally separated from the Participant under a divorce or separate maintenance decree; or (b) an individual who is married to the Participant and files a separate federal income tax return, where (i) the Participant maintains a household that constitutes a Qualifying Individual's principal place of abode for more than one-half of the taxable year, (ii) the Participant furnishes more than half of the cost of maintaining such household, and (iii) during the last 6 months of such taxable year, the individual is not a member of such household.
79 13

SECTION III - ELIGIBILITY, ENROLLMENT, AND PARTICIPATION

3.01 ELIGIBILITY: Each Employee of the Employer who has met the eligibility requirements of Item C of the Adoption Agreement and any applicable collective bargaining agreement and City policy will be eligible to participate in the Plan on the Entry Date specified or the Effective Date of the Plan, whichever is later. Dependent eligibility to receive benefits under any of the plans listed in Item F of the Adoption Agreement will be described in the documents governing those benefit plans. To the extent a Dependent is eligible to receive benefits under a plan listed in Item F, an Eligible Employee may elect coverage under this Plan with respect to such Dependent. Notwithstanding the foregoing, life insurance coverage on the life of a Dependent may not be elected under this Plan.

3.02 ENROLLMENT: An eligible Employee may enroll (or re-enroll) in the Plan by submitting to the Employer, during the open or special enrollment period, or within 60 days of appointment, an Election Form which specifies his or her benefit elections for the Plan Year and which meets such standards for completeness and accuracy as the Employer may establish. For CalPERS health plans, CalPERS also allows late enrollment, with a 90-day waiting period. A Participant's Election Form shall not be effective prior to the date such form is submitted to the Employer. Any Election Form submitted by a Participant in accordance with this Section shall remain in effect until the earlier of the following dates: the date the Participant terminates participation in the Plan; or, the effective date of a subsequently filed Election Form.

A Participant's right to elect certain benefit coverage shall be limited hereunder to the extent such rights are limited in the Policy. Furthermore, a Participant will not be entitled to revoke an election after a period of coverage has commenced and to make a new election with respect to the remainder of the period of coverage unless both the revocation and the new election are on account of and consistent with a change in status, or other allowable events, as determined by Section 125 of the Internal Revenue Code and the regulations thereunder.

3.03 TERMINATION OF PARTICIPATION: Except as otherwise provided in this Plan, a Participant will automatically cease to be a Participant as a result of the occurrence of the earliest of the following events on (i) the first day of the month in which the event occurs, if it occurs on the first day of the month; or (ii) the last day of the month in which the event occurs if the event does not occur on the first day of the month.

A. Participant’s termination of employment by death, disability, retirement or other separation from service;
B. Participant ceases to be an eligible Employee under the terms of the Plan; C. The Employee ceases to be a Participant pursuant to the leave of absence section 3.04, below;
D. The date of termination of the Plan.
80 14
Termination of participation shall not affect the Participant’s or the Participant’s Beneficiary’s right to claim benefits for expenses incurred prior to such termination.

However, no additional expenses incurred after such termination of participation shall be covered by the Plan.

3.04 QUALIFYING FAMILY OR MILITARY LEAVE: Notwithstanding any provision to the contrary in this Plan, if a Participant goes on a qualifying unpaid leave under the Family and Medical Leave Act of 1993 (FMLA) or the California Family Rights Act (CFRA), to the extent required by the FMLA or CFRA, the Employer will continue to maintain the Participant’s existing coverage under those group health plans that are subject to the provisions of the FMLA or CFRA. Upon return from FMLA/CFRA leave, the Employee will be permitted to reenter the Plan on the same basis the Employee was participating in the Plan prior to his or leave, or as otherwise required by the CFRA or FMLA. If the Employee opts to continue coverage, the Employee may pay his or her Elective Contribution with after-tax dollars while on leave (or pre-tax dollars to the extent he or she receives compensation during the leave), or the Employee may be given the option to pre-pay all or a portion of his or her Elective Contribution for the expected duration of the leave on a pre-tax salary reduction basis out of his or her pre-leave compensation (including unused sick days or vacation) by making a special election to that effect prior to the date such compensation would normally be made available to him or her (provided, however, that pre-tax dollars may not be utilized to fund coverage during the next plan year), or via other arrangements agreed upon between the Employee and the Administrator (e.g., the Administrator may fund coverage during the leave and withhold amounts upon the Employee’s return). Upon return from such leave, the Employee will be permitted to reenter the Plan on the same basis the Employee was participating in the Plan prior to his leave, or as otherwise required by the FMLA or CFRA. An Employee who is absent from the Employee’s position of employment by reason of service in the uniformed services may elect to continue such coverage as and to the extent required by the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), as it may be amended by subsequent federal legislation. 81 15

SECTION IV - CONTRIBUTIONS

4.01 EMPLOYER CONTRIBUTIONS: The Employer may pay the costs of the benefits elected under the Plan with funds from the sources indicated in Item E of the Adoption Agreement. The Employer Contribution may be made up of Non-Elective Contributions and/or Elective Contributions authorized by each Participant on a Salary Reduction basis.

Each Participant may authorize the Employer to reduce his or her compensation by the amount needed for the purchase of benefits elected, less the amount of Non-Elective Contributions. An election for Salary Reduction will be made on an Election Form.

4.02 IRREVOCABILITY OF ELECTIONS: A Participant may file a written Election Form with the Administrator before the end of the current Plan Year, during the open enrollment period, revising the rate of his or her contributions or discontinuing such contributions effective as of the first day of the next following Plan Year. The Participant’s Elective Contributions will automatically terminate as of the date his or her employment terminates. Except as provided in this Section 4.02 and Section 4.03, a Participant’s election under the Plan is irrevocable for the duration of the Plan Year to which it relates. The exceptions to the irrevocability requirement which would permit a mid- year election change in benefits and the Salary Reduction amount elected are set out in the Treasury regulations promulgated under Code Section 125, which include the following:

A. Change in Status. A Participant may change or revoke his or her election under the Plan upon the occurrence of a valid change in status, but only if such change or termination is made on account of, and is consistent with, the change in status in accordance with the Treasury regulations promulgated under Section 125. The Employer, in its sole discretion as Administrator, shall determine whether a requested change is on account of and consistent with a change in status, as follows:
a. Change in Employee’s legal marital status, including marriage, divorce, death of Spouse, legal separation, and annulment; b. Change in number of Dependents, including birth, adoption, placement for adoption, and death;
c. Change in employment status, including any employment status change affecting benefit eligibility of the Employee, Spouse or Dependent, such as termination or commencement of employment, change in hours, strike or lockout, a commencement or return from an unpaid leave of absence, and a change in work site. If the eligibility for either the Plan or any underlying benefit plans of the Employer for the Employee, Spouse or Dependent relies on the employment status of that individual, and there is a change in that individual’s employment 82 16
status resulting in gaining or losing eligibility under the Plan, this constitutes a valid change in status. This category only applies if benefit eligibility is lost or gained as a result of the event. If an Employee terminates and is rehired within 30 days, the Employee is required to step back into his or her previous election. If the Employee terminates and is rehired after 30 days, the Employee may either step back into the previous election or make a new election;
d. Change in Dependent eligibility. Dependent satisfies, or ceases to satisfy, Dependent eligibility requirements due to attainment of age, gain or loss of student status, marriage or any similar circumstances; and
e. Change in residence of Employee, Spouse or Dependent, affecting the Employee’s eligibility for coverage.

B. Special Enrollment Rights. If a Participant or his or her Spouse or Dependent is entitled to special enrollment rights under a group health plan (other than an excepted benefit), as required by HIPAA under Code Section 9801(f), then a Participant may revoke a prior election for group health plan coverage and make a new election, provided that the election change corresponds with such HIPAA special enrollment right. As required by HIPAA, a special enrollment right will arise in the following circumstances: (i) a Participant or his or her Spouse or Dependent declined to enroll in group health plan coverage because he or she had coverage, and eligibility for such coverage is subsequently lost because the coverage was provided under COBRA and the COBRA coverage was exhausted, or the coverage was non-COBRA coverage and the coverage terminated due to loss of eligibility for coverage or the employer contributions for the coverage were terminated; (ii) a new Dependent is acquired as a result of marriage, birth, adoption, or placement for adoption; (iii) the Participant’s or his or her Spouse’s or Dependent’s coverage under a Medicaid plan or under a children’s health insurance program (CHIP) is terminated as a result of loss of eligibility for such coverage and the Participant requests coverage under the group health plan not later than 60 days after the date of termination of such coverage; or (iv) the Participant, his or her Spouse or Dependent becomes eligible for a state premium assistance subsidy from a Medicaid plan or through a state children’s insurance program with respect to coverage under the group health plan and the Participant requests coverage under the group health plan not later than 60 days after the date the Participant, his or her Spouse or Dependent is determined to be eligible for such assistance. An election change under (iii) or (iv) of this provision must be requested within 60 days after the termination of Medicaid or state health plan coverage or the determination of eligibility for a state premium assistance subsidy, as applicable. Special enrollment rights under the health insurance plan will be determined by the terms of the health 83 17
insurance plan.

C. Certain Judgments, Decrees or Orders. If a judgment, decree or order resulting from a divorce, legal separation, annulment or change in legal custody (including a qualified medical child support order [QMCSO]) requires accident or health coverage for a Participant’s child or for a foster child who is a Dependent of the Participant, the Participant may have a mid-year election change to add or drop coverage consistent with the Order.

D. Entitlement to Medicare or Medicaid. If a Participant, Participant’s Spouse or Participant’s Dependent who is enrolled in an accident or health plan of the Employer becomes entitled to Medicare or Medicaid (other than coverage consisting solely of benefits under Section 1928 of the Social Security Act providing for pediatric vaccines), the Participant may cancel or reduce health coverage under the Employer’s Plan for the person becoming entitled to Medicare or Medicaid. Loss of Medicare or Medicaid entitlement would allow the Participant to add health coverage under the Employer’s Plan for the person who loses Medicare or Medicaid entitlement.

E. Family and Medical Leave Act/California Family Rights Act. If an Employee is taking leave under the rules of the Family and Medical Leave Act or the California Family Rights Act, the Employee may revoke previous elections and re-elect benefits upon return to work.

F. COBRA Qualifying Event. If an Employee has a COBRA qualifying event (a reduction in hours of the Employee, or a Dependent ceases eligibility), the Employee may increase his or her pre-tax contributions for coverage under the Employer’s Plan if a COBRA event occurs with respect to the Employee, the Employee’s Spouse or Dependent. The COBRA rule does not apply to COBRA coverage under another Employer’s Plan.

G. Changes in Eligibility for Adult Children. To the extent the Employer amends a plan listed in Item F of the Adoption Agreement that provides benefits that are excluded from an Employee’s income under Code Section 105 to provide that Adult Children (as defined in Section 2.05(c)) are eligible to receive benefits under the Plan, an Eligible Employee may make or change an election under this Plan to add coverage for the Adult Child and to make any corresponding change to the Eligible Employee’s coverage that is consistent with adding coverage for the Adult Child.

H. Cancellation due to reduction in hours of service. A Participant may cancel group health plan (as that term is defined in Code Section 9832(a)) coverage, under the Employer’s Plan if both of the following conditions are met:
a. The Participant has been in an employment status under which the 84 18
Participant was reasonably expected to average at least 30 hours of service per week and there is a change in that Participant’s status so that the Participant will reasonably be expected to average less than 30 hours of service per week after the change, even if that reduction does not result in the Participant ceasing to be eligible under the group health plan; and
b. The cancellation of the election of coverage under the Employer’s group health plan coverage corresponds to the intended enrollment of the Participant, and any related individuals who cease coverage due to the cancellation, in another plan that provides minimum essential coverage with the new coverage effective no later than the first day of the second month following the month that includes the date the original coverage is cancelled.

I. Cancellation due to enrollment in a Qualified Health Plan. A Participant may cancel group health plan (as that term is defined in Code Section 9832(a)) coverage under the Employer’s Plan if both of the following conditions are met:
a. The Participant is eligible for a Special Enrollment Period (as defined in Code Section 9801(f)) to enroll in a Qualified Health Plan(as described in section 1311 of the Patient Protection and Affordable Care Act (PPACA)) through a competitive marketplace established under section 1311(c) of PPACA (Marketplace), pursuant to guidance issued by the Department of Health and Human Services and any other applicable guidance, or the Participant seeks to enroll in a Qualified Health Plan through a Marketplace during the Marketplace’s annual open enrollment period; and
b. The cancellation of the election of coverage under the Employer’s group health plan coverage corresponds to the intended enrollment of the Participant and any related individuals who cease coverage due to the cancellation in a Qualified Health Plan through a Marketplace for new coverage that is effective beginning no later than the day immediately following the last day of the original coverage that is cancelled.

J. CalPERS Health Plans. Employees who decline or cancel enrollment in CalPERS health plans may be allowed to enroll or re-enroll, pursuant to CalPERS rules and regulations, with a 90-day waiting period.

Notwithstanding anything to the contrary in this Section 4.02, the change in election rules in this Section 4.02 do not apply to the Medical Expense Reimbursement Benefit, or may not be modified with respect to the Medical Expense Reimbursement Benefit during the Plan Year.
85 19

4.03 OTHER EXCEPTIONS TO IRREVOCABILITY OF ELECTIONS. Other exceptions to the irrevocability of election requirement permit mid-year election changes applicable to Plan Benefits except the flexible spending accounts (medical reimbursement, dependent care) and are as follows:

A. Change in Cost. If the cost of a benefit package option under the Plan significantly increases during the Plan Year, Participants may (i) make a corresponding increase in their Salary Reduction amount, (ii) revoke their elections and make a prospective election under another benefit option offering similar coverage, or (iii) revoke election completely if no similar coverage is available, including in Spouse or Dependent’s plan. If the cost significantly decreases, employees may elect coverage even if they had not previously participated and may drop their previous election for a similar coverage option in order to elect the benefit package option that has decreased in cost during the year. If the increased or decreased cost of an elective benefit package option under the Plan is insignificant, the Participant’s salary reduction amount shall be adjusted, upon written notice to Participant.

B. Significant Curtailment of Coverage.
a. With no loss of coverage. If the coverage under an elective benefit package option is significantly curtailed or ceases during the Plan Year, affected Participants may revoke their elections for the curtailed coverage and make a new prospective election for coverage under another benefit package option providing similar coverage. b. With loss of coverage. If there is a significant curtailment of coverage with loss of coverage of an elective benefit package, affected Participants may revoke election for curtailed coverage and make a new prospective election for coverage under another benefit package option providing similar coverage, or drop coverage if no similar benefit package option is available.

C. Change in Coverage of a Spouse or Dependent Under Another Employer’s Plan. If there is a change in coverage of a Spouse, former Spouse, or Dependent under another employer’s plan, a Participant may make a prospective election change that is on account of and corresponds with a change made under the plan of the Spouse or Dependent. This rule applies if (1) mandatory changes in coverage are initiated by either the insurer of Spouse’s plan or by the Spouse’s employer, or (2) optional changes are initiated by the Spouse’s employer or by the Spouse through open enrollment.

D. Loss of coverage under other group health coverage. If during the Plan Year coverage is lost under any group health coverage sponsored by a governmental or educational institution, a Participant may prospectively change his or her election to add group health coverage for the affected 86 20
Participant or his or her Spouse or Dependent.

4.04 CASH BENEFIT: Available amounts not used for the purchase of benefits under this Plan will not be a cash benefit under the Plan payable to the Participant. The sole exception is the cash payment that may be available to an Employee who declines health insurance coverage/full family health insurance coverage, in accordance with the applicable memorandum of understanding, contract, resolution, or City policy. If an employee declines health plan coverage, the Employee must provide certification of other group health insurance coverage or other requirements stated herein to receive the opt-out payment, which will be treated as taxable income as indicated in Item E of the Adoption Agreement.

The Employer may establish an Eligible Opt-Out Arrangement under this Plan as a condition to a Participant receiving a taxable cash amount in lieu of health insurance coverage/full family health insurance coverage, subject to meet and confer for any employees covered by a memorandum of understanding. The conditions that must be satisfied for an Eligible Opt-Out Arrangement are as follows:
(a) The Participant must have minimum essential coverage ("MEC") through another source (other than coverage in the individual market, whether or not obtained through Covered California);
(b) The Participant and all individuals in the Participant’s expected tax family have (or will have) the required minimum essential coverage. A Participant’s expected tax family includes all individuals for whom the Participant reasonably expects to claim a personal exemption deduction for the taxable year(s) that cover the Participant's plan year to which the opt-out arrangement applies;
(c) The Participant must provide reasonable evidence of the MEC for the applicable period. Reasonable evidence may include an attestation by the Participant;
(d) The Participant must provide the evidence/attestation every Plan Year; (e) The Participant must provide the evidence/attestation no earlier than a reasonable time before coverage starts (e.g. open enrollment). The evidence/attestation may also be provided within a reasonable time after the Plan Year starts; and
(f) The opt-out payment cannot be made (and the Employer must not in fact make payment) if the Employer knows or has reason to know that the Participant or tax family member does not have the alternative coverage.

4.05 PAYMENT FROM EMPLOYER'S GENERAL ASSETS: Payment of benefits under this Plan 87 21
shall be made by the Employer from Elective Contributions which shall be held as a part of its general assets.

4.06 EMPLOYER MAY HOLD ELECTIVE CONTRIBUTIONS: Pending payment of benefits in accordance with the terms of this Plan, Elective Contributions may be retained by the Employer in a separate account or, if elected by the Employer and as permitted or required by regulations of the Internal Revenue Service, Department of Labor or other governmental agency, such amounts of Elective Contributions may be held in a trust pending payment.

4.07 MAXIMUM EMPLOYER CONTRIBUTIONS: With respect to each Participant, the maximum amount made available to pay benefits for any Plan Year shall not exceed the Employer's Contribution specified in the Adoption Agreement and as provided in an applicable memorandum of understanding, contract, resolution, or policy and as provided in this Plan.
88 22

SECTION V - GROUP MEDICAL INSURANCE BENEFIT

5.01 PURPOSE: These benefits provide the group medical insurance benefits to Participants.

5.02 ELIGIBILITY: Eligibility will be as required in Item C of the AdoptionAgreement and as provided in an applicable memorandum of understanding, contract, resolution, or policy.

5.03 DESCRIPTION OF BENEFITS: The benefits available under this Plan will be as defined in Items F(1-7) of the Adoption Agreement, the CalPERS contract, and/or other CalPERS documents pertaining to the benefits.

5.04 TERMS, CONDITIONS, AND LIMITATIONS: The terms, conditions and limitations of the benefits offered shall be as specifically described in the CalPERS contract, other CalPERS documents pertaining to the benefits and as provided in an applicable memorandum of understanding, contract, resolution, or policy.

5.05 COBRA: To the extent required by Section 4980B of the Code and Sections 601 through 607 of ERISA, Participants and Dependents shall be entitled to continued participation in this Group Medical Insurance Benefit Plan by contributing monthly (from their personal assets previously subject to taxation) 102% of the amount of the premium for the desired benefit during the period that such individual is entitled to elect continuation coverage, provided, however, in the event the continuation period is extended to 29 months due to disability, the premium to be paid for continuation coverage for the 11 month extension period shall be 150% of the applicable premium.

5.06 SECTION 105 AND 106 PLAN: It is the intention of the Employer that these benefits shall be eligible for exclusion from the gross income of the Participants covered by this benefit plan, as provided in Code Sections 105 and 106, and all provisions of this benefit plan shall be construed in a manner consistent with that intention. It is also the intention of the Employer to comply with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 as outlined in the policies identified in the Adoption Agreement.

5.07 CONTRIBUTIONS: Contributions for these benefits will be provided by the Employer on behalf of a Participant, and by Participant pursuant to a Salary Reduction agreement, as provided for in Item E of the Adoption Agreement.

5.08 COMPLIANCE WITH LAW: Notwithstanding anything to the contrary herein, the Group Medical Insurance Benefit Plan shall comply with the applicable provisions of the law, including but not limited to the Uniformed Services Employment and Reemployment Rights Act of 1994, the Family and Medical Leave Act, and the California Family Rights Act, as amended.
89 23

SECTION VI - GROUP DENTAL AND VISION BENEFIT

6.01 PURPOSE: This benefit provides dental and vision insurance benefits to Participants.

6.02 ELIGIBILITY: Eligibility will be as required in Item C of the Adoption Agreement and as provided by an applicable memorandum of understanding, contract, resolution, or policy.

6.03 DESCRIPTION OF BENEFITS: The benefits available will be as defined in Item F(2) of the Adoption Agreement, and the applicable contracts, policies, and enrollment documents.

6.04 TERMS, CONDITIONS AND LIMITATIONS: The terms, conditions and limitations of the Benefits shall be as described in the Adoption Agreement, applicable policies, contracts and enrollment documents.

6.05 SECTION 104 AND 106 PLAN: It is the intention of the Employer that the premiums paid for these benefits shall be eligible for exclusion from the gross income of the Participants covered by this benefit plan, as provided in Code Sections 104 and 106, and all provisions of this benefit plan shall be construed in a manner consistent with that intention.

6.06 CONTRIBUTIONS: Contributions for this benefit will be provided by the Employer on behalf of a Participant, and by Participants pursuant to a Salary Reduction agreement, as provided for in Item E of the Adoption Agreement.
90 24

SECTION VII - LONG-TERM DISABILITY INSURANCE BENEFIT

7.01 PURPOSE: This benefit provides long-term disability insurance benefits to Participants and may as provided for in Item F(3) of the Adoption Agreement.

7.02 ELIGIBILITY: Eligibility will be as required in Item C of the Adoption Agreement and as provided by an applicable memorandum of understanding, contract, resolution, or policy.

7.03 DESCRIPTION OF BENEFITS: The benefits available under this Plan will be as defined in Item F(3) of the Adoption Agreement, and the applicable contracts, policies, and enrollment documents.

7.04 TERMS, CONDITIONS, AND LIMITATIONS: The terms, conditions, and limitations of the long-term disability insurance benefit are described in the Adoption Agreement, and the applicable contracts, policies, and enrollment documents.

7.05 SECTION 104 AND 106 PLAN: It is the intention of the Employer that the premiums paid for these benefits shall be eligible for exclusion from the gross income of the Participants covered by this benefit plan, as provided in Code Sections 104 and 106, and all provisions of this benefit plan shall be construed in a manner consistent with that intention.

7.06 CONTRIBUTIONS: Contributions for this benefit will be provided by the Employer on behalf of a Participant as provided for in Item E of the Adoption Agreement. 91 25

SECTION VIII - ACCIDENTAL DEATH AND DISMEMBERMENT, GROUP AND INDIVIDUAL LIFE

INSURANCE BENEFIT

8.01 PURPOSE: This benefit provides group life and AD&D insurance benefits to Participants and may provide certain individual policies as provided for in Item F(4) of the Adoption Agreement.

8.02 ELIGIBILITY: Eligibility will be as required in Item C of the Adoption Agreement and as provided by an applicable memorandum of understanding, contract, resolution, or policy.

8.03 DESCRIPTION OF BENEFITS: The benefits available under this Plan will be as defined in Item F(4) of the Adoption Agreement, and the applicable contracts, policies, and enrollment documents.

8.04 TERMS, CONDITIONS, AND LIMITATIONS: The terms, conditions, and limitations of the AD&D and life insurance benefits are described in the Adoption Agreement, and the applicable contracts, policies, and enrollment documents.

8.05 SECTION 105, 106, 79 PLAN: It is the intention of the Employer that the premiums Employer pays for the group life insurance benefits described in Item F(4) of the Adoption Agreement shall be eligible for exclusion from the gross income of the Participants covered by this benefit plan to the extent provided in Code Section 79, and all provisions of this benefit plan shall be construed in a manner consistent with that intention. Group life insurance benefits provided by Employer in excess of $50,000 will be treated as taxable income. It is also the intention of the Employer that the individual life and AD&D premiums paid for such benefits shall be eligible for exclusion from the gross income of the Participants as provided in Code Sections 104, 105 and 106, and all provisions of this benefit plan shall be construed in a manner consistent with that intention.

8.06 CONTRIBUTIONS: Contributions for this benefit will be provided by the Employer on behalf of a Participant, and by Participants pursuant to a Salary Reduction agreement, as provided for in Item E of the Adoption Agreement.
92 26

SECTION IX - FLEXIBLE SPENDING ARRANGEMENT- MEDICAL EXPENSE REIMBURSEMENT

BENEFIT

9.01 PURPOSE: The Flexible Spending Arrangement, Medical Expense Reimbursement Benefit is designed to provide for reimbursement of Eligible Medical Expenses (as defined in Section 9.04) that are not reimbursed under an insurance plan, or otherwise.

It is the intention of the Employer that amounts allocated for this benefit shall be eligible for exclusion from gross income, as provided in Code Sections 105 and 106, for Participants who elect this benefit and all provisions of this Section IX shall be construed in a manner consistent with that intention.

9.02 ELIGIBILITY: The eligibility provisions are set forth in Item C of the Adoption Agreement and as provided by an applicable memorandum of understanding, contract, resolution, or policy.

9.03 TERMS, CONDITIONS, AND LIMITATIONS:

A. Accounts. The Administrator, or if appointed, the Reimbursement Recordkeeper, shall establish a recordkeeping account for each Participant.

The Reimbursement Recordkeeper shall maintain a record of each account on an on-going basis, increasing the balances as contributions are credited during the year and decreasing the balances as Eligible Medical Expenses are reimbursed. No interest shall be payable on amounts recorded in any Participant's account.

B. Maximum benefit. The maximum amount of reimbursement for each Participant shall be limited to the amount of the Participant's Elective Contribution allocated to the program during the Plan Year, not to exceed the maximum amount set forth in Code Section 125(i) (as adjusted from time to time by the IRS pursuant to Code Section 125(i)).

C. Claim Procedure. In order to be reimbursed for any medical expenses incurred during the Plan Year, the Participant shall complete the form(s) provided for such purpose with an original bill or other proof of the expense forms for reimbursement of Eligible Medical Expenses and submit it no later than the last day of the third month following the last day of the Plan Year during which the Eligible Medical Expenses were incurred. No reimbursement shall be made on the basis of an incomplete form or inadequate evidence of expense as determined by the Reimbursement Recordkeeper. Reimbursement payments shall only be made to the Participant, or the Participant's legal representative in the event of incapacity or death of the Participant.

D. Funding. The funding of the Flexible Spending Arrangement, Medical Reimbursement Benefit shall be through contributions by the Employer from its general assets to the extent of Elective Contributions directed by 93 27
Participants pursuant to a Salary Reduction agreement. Such contributions shall be made by the Employer when benefit payments and account administrative expenses become due and payable under this Medical Expense Reimbursement Benefit plan.

E. Use or Lose. Any amounts remaining to the credit of the Participant at the end of the Plan Year and not used for Eligible Medical Expenses incurred during the Participant's participation during the Plan Year shall be forfeited and shall not be carried over from one Plan Year to the next Plan Year, however, this Plan provides a Grace Period, see Section 9.05, below.

With respect to a Participant who terminates employment with the Employer and who has not elected to continue coverage under this Plan pursuant to COBRA rights referenced under Section 9.03(E) herein, such Participant shall not be entitled to reimbursement for Eligible Medical Expenses incurred after his or her termination date regardless if such Participant has any amounts of Employer Contributions remaining to his or her credit. Upon the death of any Participant who has any amounts of Employer Contributions remaining to his credit, a Dependent of the Participant may elect to continue to claim reimbursement for Eligible Medical Expenses in the same manner as the Participant could have for the balance of the Plan Year.

At the Employer’s option, and to the extent allowed by the Internal Revenue Code and regulations, forfeited funds may be used to cover overpayments to other Participants, used for payment of reasonable plan administration expenses, used to reduce employee salary reduction amounts on a reasonable and uniform basis for the immediately following Plan Year, returned to Participants in the form of taxable cash in a reasonable and uniform basis, or returned to the Employer.

F. COBRA. To the extent required by Section 4980B of the Code (‘COBRA”), a Participant and a Participant’s Dependents shall be entitled to elect continued participation in this Medical Expense Reimbursement Plan only through the end of the plan year in which the qualifying event occurs, by contributing monthly (from their personal assets previously subject to taxation) to the Employer/Administrator, 102% of the amount of desired reimbursement through the end of the Plan Year in which the qualifying event occurs.

Specifically, such individuals will be eligible for COBRA continuation coverage only if they have a positive Medical Expense Reimbursement Account balance on the date of the qualifying event. Participants who have a deficit balance in their Medical Expense Reimbursement Account on the date of their qualifying event shall not be entitled to elect COBRA coverage. In lieu of COBRA, Participants may continue their coverage through the end of the current Plan Year by paying those premiums out of their last paycheck on a 94 28
pre-tax basis.

G. Nondiscrimination. Benefits provided under this Medical Expense Reimbursement Benefit plan shall not be provided in a manner that discriminates in favor of Employees or Dependents who are highly compensated individuals, as provided under Section 105(h) of the Code and regulations promulgated thereunder.

H. Uniform Coverage Rule. Notwithstanding that a Participant has not had withheld and credited to his account all of his contributions elected with respect to a particular Plan Year, the entire aggregate annual amount elected with respect to this Medical Expense Reimbursement Benefit, shall be available at all times during such Plan Year to reimburse the Participant for Eligible Medical Expenses To the extent contributions with respect to this Medical Expense Reimbursement Benefit are insufficient to pay such Eligible Medical Expenses, it shall be the Employer's obligation to provide adequate funds to cover any short fall for such Eligible Medical Expenses for a Participant; provided subsequent contributions with respect to this Medical Expense Reimbursement Benefit by the Participant shall be available to reimburse the Employer for funds advanced to cover a previous short fall.

I. Compliance with Applicable Law. Notwithstanding anything to the contrary herein, this Medical Expense Reimbursement Plan shall comply with applicable law, including but not limited to provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994, the Family Medical Leave and the California Family Rights Act, as amended.

J. Proration of Limit. The maximum contribution amount specified in 9.03(B) shall be prorated with respect to (i) an Employee who becomes a Participant and enters the Plan during the Plan Year, and (ii) short plan years initiated by the Employer. Such maximum contribution amount will be prorated by dividing the annual maximum contribution amount by 12, and multiplying the quotient by the number of remaining months in the Plan Year for the new Participant or the number of months in the short Plan Year, as applicable.

9.04 ELIGIBLE MEDICAL EXPENSES:

A. Eligible Medical Expense in General. The phrase ‘Eligible Medical Expense’ means any expense incurred by a Participant, his or her Spouse, or any of his or her Dependents (subject to the restrictions in Section 9.04(B)) during a Plan Year that (i) qualifies as an expense incurred by the Participant, Spouse, or Dependents for medical care as defined in Code Section 213(d) and meets the requirements outlined in Code Section 125, (ii) is excluded from gross income of the Participant under Code Section 105(b), and (iii) has not been and will not be paid or reimbursed by any other insurance plan or otherwise. Notwithstanding 95 29
the above, capital expenditures are not Eligible Medical Expenses under this Plan.

B. Expenses Incurred After Commencement of Participation. Only medical care expenses incurred by a Participant or the Participant’s Spouse or Dependent(s) on or after the date such Participant commenced participation in the Medical Expense Reimbursement Plan shall constitute an Eligible Medical Expense.

9.05 USE OF DEBIT CARD: In the event that the Employer elects to allow the use of debit cards (“Debit Cards”) for reimbursement of Eligible Medical Expenses under the Medical Expense Reimbursement Plan, the provisions described in this Section shall apply.

9.05.1 Substantiation. The following procedures shall be applied for purposes of substantiating claimed Eligible Medical Expenses after the use of a Debit Card to pay the claimed Eligible Medical Expense:

A. If the dollar amount of the transaction at a health care provider equals the dollar amount of the co-payment for that service under the Employer’s major medical plan of the specific employee-cardholder, the charge is fully substantiated without the need for submission of a receipt or further review.

B. If the merchant, service provider, or other independent third-party (e.g., pharmacy benefit manager), at the time and point of sale, provides information to verify to the Recordkeeper (including electronically by e-mail, the internet, intranet, or telephone) that the charge is for a medical expense, the charge is fully substantiated without the need for submission of a receipt or further review.

9.05.2 Status of Charges. All charges to a Debit Card, other than co-payments and real-time substantiation as described in Subsection (A) above, are treated as conditional pending confirmation of the charge, and additional third-party information, such as merchant or service provider receipts, describing the service or product, the date of the service or sale, and the amount, must be submitted for review and substantiation.

9.05.3 Correction Procedures for Improper Payments. In the event that a claim has been reimbursed and is subsequently identified as not qualifying for reimbursement, one or all of the following procedures shall apply:

A. First, upon identification of the improper payment, the Participant will be required to pay back to the Plan an amount equal to the improper payment.

B. Second, where the Participant does not pay back to the Plan the amount of the improper payment, the Employer will have the amount of the improper payment withheld from the Participant’s wages or other compensation to the extent consistent with applicable law.
96 30
C. Third, if the improper payment still remains outstanding, the Plan may utilize a claim substitution or offset approach to resolve improper claims payments.

D. If the above correction efforts prove unsuccessful, or are otherwise unavailable, the Participant will remain indebted to the Employer for the amount of the improper payment. In that event and consistent with its business practices, the Employer may treat the payment as it would any other business indebtedness.

9.05.3.1 Intent to Comply with Rev. Rul. 2003-43. It is the Employer’s intent that any use of Debit Cards to pay Eligible Medical Expenses shall comply with the guidelines for use of such cards set forth in Rev. Rul. 2003-43, and this Section 9.05 shall be construed and interpreted in a manner necessary to comply with such guidelines.

9.06 GRACE PERIOD: Notwithstanding anything to the contrary herein and in accordance with Internal Revenue Service Notice 2005-42, a Participant who has unused contributions relating to the Medical Expense Reimbursement Benefit plan from the immediately preceding Plan Year, and who incurs Eligible Medical Expenses for such qualified benefit during the Grace Period, may be paid or reimbursed for those Eligible Medical Expenses from the unused contributions as if the expenses had been incurred in the immediately preceding Plan Year. For purposes of this Section, ‘Grace Period’ shall mean the period extending to the 15th day of the third calendar month after the end of the immediately preceding Plan Year to which it relates. Eligible Medical Expenses incurred during the Grace Period shall be reimbursed first from unused contributions allocated to the Medical Reimbursement Plan for the prior Plan Year, and then from unused contributions for the current Plan Year, if Participant is enrolled in current Plan Year.

9.07 QUALIFIED RESERVIST DISTRIBUTIONS: Notwithstanding anything in the Plan to the contrary, an individual who, by reason of being a member of a reserve component (as defined in 37 U.S.C. § 101), is ordered or called to active duty for a period in excess of 179 days or for an indefinite period may elect to receive a distribution of all or a portion of the unused Elective Contributions in his or her Account relating to the Medical Expense Reimbursement Benefit plan if the distribution is made during the period beginning on the date of such order or call and ending on the last date that reimbursements could otherwise be made under the Plan for the Plan Year that includes the date of such order or call. If the distribution is for the entire amount of unused Elective Contributions available in the Medical Expense Reimbursement Plan, then no additional reimbursement requests will be processed for the remainder of the Plan Year.
97 31

SECTION X - DEPENDENT CARE FLEXIBLE SPENDING ARRANGEMENT

10.01 PURPOSE: The Dependent Care Flexible Spending Arrangement is designed to provide for reimbursement of certain employment-related dependent care expenses of the Participant. It is the intention of the Employer that amounts allocated for this benefit shall be eligible for exclusion from gross income, as provided in Code Section 129, for Participants who elect this benefit, and all provisions of this Section X shall be construed in a manner consistent with that intention.

10.02 ELIGIBILITY: The eligibility provisions are set forth in Item C of the Adoption Agreement and as provided in an applicable memorandum of understanding, contract, resolution, or policy.

10.03 TERMS, CONDITIONS, AND LIMITATIONS:

A. Accounts. The Administrator, or if appointed, the Reimbursement Recordkeeper shall establish a recordkeeping account for each Participant. The Reimbursement Recordkeeper shall maintain a record of each account on an on-going basis, increasing the balances as contributions are credited during the year and decreasing the balances as Eligible Dependent Care Expenses are reimbursed. No interest shall be payable on amounts recorded in any Participant's account.

Maximum Benefit. The maximum amount of reimbursement for each Participant shall be limited to the amount of the Participant's allocation to the program during the Plan Year not to exceed the maximum amount set forth by Code Section 129 ($5,000 per Plan Year if the Participant is single or married and filing a joint return, or $2,500 per Plan Year if the Participant is married and filing separately).For purpose of this Section X, the phrase "earned income" shall mean wages, salaries, tips and other employee compensation, but only if such amounts are includible in gross income for the taxable year. A Participant's Spouse who is physically or mentally incapable of self-care as described in Section 10.04(A)(b) or a Spouse who is a full-time student within the meaning of Code Section 21(e)(7) shall be deemed to have earned income for each month in which such Spouse is so disabled (or a full-time student). The amount of such deemed earned income shall be $250 per month in the case of one Dependent and $500 per month in the case of two or more Dependents, or as otherwise established by the Internal Revenue Code or regulations.

B. Claim Procedure. In order to be reimbursed for any dependent care expenses incurred during the Plan Year, the Participant shall complete the form(s) provided for such purpose with an original bill or other proof of the expense from an independent third party. Claims for reimbursement of Eligible Dependent Care Expenses must be submitted no later than the last day of the third month following the last day of the Plan Year during which the Eligible Dependent Care Expenses 98 32
were incurred. Reimbursement payments shall only be made to the Participant, or the Participant's legal representative in the event of the incapacity or death of the Participant. Forms for reimbursement shall be reviewed in accordance with the claims procedure set forth in Section XIII.

C. Funding. The funding of the Dependent Care Flexible Spending Arrangement shall be through contributions by the Employer from its general assets to the extent of Elective Contributions directed by Participants pursuant to a Salary Reduction agreement. Such contributions shall be made by the Employer when benefit payments and account administration expenses become due and payable under this Dependent Care Flexible Spending Arrangement.

D. Use or Lose. Any amounts remaining to the credit of the Participant at the end of the Plan Year and not used for Eligible Dependent Care Expenses incurred during the Plan Year shall be forfeited and shall not be carried over from one Plan Year to the next Plan Year. At the Employer’s option, and to the extent allowed by the Internal Revenue Code and regulations, forfeited funds may be used for payment of reasonable plan administration expenses, used to reduce employee salary reduction amounts on a reasonable and uniform basis for the immediately following Plan Year, and/or returned to Employer.

E. Nondiscrimination. Benefits provided under this Dependent Care Flexible Spending Arrangement shall not be provided in a manner that discriminates in favor of Highly Compensated Employees (as defined in Code Section 414(q)) or their Dependents, as provided in Code Section 129.

10.04 DEFINITIONS:

A. "Dependent" (for purposes of this Section X) means any individual who is:
a. a Participant's qualifying child (as defined in Code Section 152 (c)) who has not attained the age of 13; or
b. a Dependent (qualifying child or qualifying relative, as defined in Code Section 152 (c) and (d), respectively) or the Spouse of a Participant who is physically or mentally incapable of self-care, and who has the same principal place of abode as the taxpayer for more than half of the taxable year. For purposes of this Dependent Care Flexible Spending Arrangement, an individual shall be considered physically or mentally incapable of self-care if, as a result of a physical or mental defect, the individual is incapable of caring for his or her hygienic or nutritional needs, or requires full-time attention of another person for his or her own safety or the safety of others.

B. "Dependent Care Center" (for purposes of this Section X) shall be a facility which:
99 33
a. provides care for more than six individuals (other than individuals who reside at the facility);
b. receives a fee, payment, or grant for providing services for any of the individuals (regardless of whether such facility is operated for profit); and c. satisfies all applicable laws and regulations of a state or unit of local government.

C. "Eligible Dependent Care Expenses" (for purposes of this Section X) shall mean expenses incurred by a Participant which are:
a. incurred for the care of a Dependent of the Participant or for related householdservices;
b. paid or payable to a Dependent Care Service Provider; and c. incurred to enable the Participant to be gainfully employed for any period for which there are one or more Dependents with respect to the Participant. "Eligible Dependent Care Expenses" shall not include expenses incurred for services outside the Participant's household for the care of a Dependent unless such Dependent is (i) a qualifying child (as defined in Code Section 152 (c)) under the age of 13, or (ii) a Dependent (qualifying child or qualifying relative, as defined in Code Section 152 (c) and (d), respectively)), who is physically or mentally incapable of self- care, and who has the same principal place of abode as the Participant for more than half of the taxable year, or (iii) the Spouse of a Participant who is physically or mentally incapable of self-care, and who has the same principal place of abode as the Participant for more than half of the taxable year. Eligible Dependent Care Expenses shall be deemed to be incurred at the time the services to which the expenses relate are rendered.

D. "Dependent Care Service Provider" (for purposes of this Section X) means:
a. a Dependent Care Center, or
b. a person who provides care or other services described in Section 10.04(B) and who is not a related individual described in Section 129(c) of the Code. 100
34 SECTION XI - SUPPLEMENTAL PROGRAM BENEFITS

11.01 PURPOSE: This benefit provides supplemental accident and health benefits to Participants.

11.02 ELIGIBILITY: Eligibility will be as required in Item C of the Adoption Agreement and any applicable memorandum of understanding, contract, resolution, or policy.

11.03 DESCRIPTION OF BENEFITS: The supplemental elective benefits available under this Plan include but are not limited to the following: accident insurance, cancer coverage, short term disability, critical illness insurance, and hospital indemnity. The benefits are more specifically described in Item F(7) of the Adoption Agreement, and the applicable contracts, policies, and enrollment documents.

11.04 TERMS, CONDITIONS, AND LIMITATIONS: The terms, conditions, and limitations of these supplemental program benefits are described in the Adoption Agreement, and the applicable contracts, policies, and enrollment documents.

11.05 SECTION 105, 106 PLAN: It is the intention of the Employer that the premiums paid for the benefits described in Item F(7) of the Adoption Agreement shall be eligible for exclusion from the gross income of the Participants covered by this benefit plan, as provided in Code Sections 104, 105 and 106, and all provisions of these benefit programs shall be construed in a manner consistent with that intention.

11.06 CONTRIBUTIONS: Contributions for the supplemental benefit programs will be provided by the Employer on behalf of a Participant, or by Participants, as provided for in Item E of the Adoption Agreement
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35 SECTION XII AMENDMENT AND TERMINATION

12.01 AMENDMENT: The Employer shall have the right at any time, and from time to time, to amend, in whole or in part, any or all of the provisions of this Plan, provided that no such amendment shall change the terms and conditions of payment of any benefits to which Participants and covered Dependents otherwise have become entitled to under the provisions of the Plan, unless such amendment is made to comply with federal or local laws or regulations. The Employer also shall have the right to make any amendment retroactively which is necessary to bring the Plan into conformity with the Code. In addition, the Employer may amend any provisions or any supplements to the Plan and may merge or combine supplements or add additional supplements to the Plan, or separate existing supplements into an additional number of supplements.

12.02 TERMINATION: The Employer shall have the right at any time to terminate this Plan, provided that such termination shall not eliminate any obligations of the Employer which therefore have arisen under the Plan.
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36 SECTION XIII - ADMINISTRATION

13.01 NAMED FIDUCIARIES: The named fiduciary is the Employer, the Administrator and other parties designated as such, but only with respect to any specific duties of each for the Plan as may be set forth in a written agreement.

13.02 APPOINTMENT OF RECORDKEEPER AND/OR THIRD-PARTY ADMINISTRATOR: The Employer may appoint a Recordkeeper and/or a third-party administrator delegating the authority and responsibility of performing recordkeeping and/or administrative services, or other ministerial duties under this Plan. The Recordkeeper and/or administrative services provider shall serve at the pleasure of, and may be removed by, the Employer without cause. If a third-party is appointed to provide recordkeeping, administrative services, or other ministerial duties for the Flexible Spending Arrangements, the Employer may establish reasonable fees for such administrative services, which may be charged to Participants in the Flexible Spending Arrangements.

13.03 POWERS AND RESPONSIBILITIES OF ADMINISTRATOR:

A. General. The Administrator shall be vested with all powers and authority necessary in order to amend and administer the Plan, and is authorized to make such rules and regulations as it may deem necessary to carry out the provisions of the Plan. The Administrator shall determine any questions arising in the administration (including all questions of eligibility and determination of amount, time and manner of payments of benefits), construction, interpretation and application of the Plan, and the decision of the Administrator shall be final and binding on all persons.

B. Recordkeeping. The Administrator shall keep full and complete records of the administration of the Plan. The Administrator shall prepare such reports and such information concerning the Plan and the administration thereof by the Administrator as may be required under the Code the regulations promulgated thereunder, and any applicable California laws.

C. Inspection of Records. The Administrator shall, during normal business hours, make available to each Participant for examination by the Participant at the principal office of the Administrator a copy of the Plan and such records of the Administrator as may pertain to such Participant. No Participant shall have the right to inquire as to or inspect the accounts or records with respect to other Participants.

13.04 COMPENSATION AND EXPENSES OF ADMINISTRATOR: The Employer as Administrator shall serve without compensation for services as such. All expenses of the Administrator shall be paid by the Employer. Such expenses shall include any expense incident to the functioning of the Plan, including, but not limited to, attorneys' fees, accounting and clerical charges, actuary fees and other costs of administering the Plan. 103
37 13.05 LIABILITY OF ADMINISTRATOR: Except as prohibited by law, the Administrator shall not be liable personally for any loss or damage or depreciation which may result in connection with the exercise of duties or of discretion hereunder or upon any other act or omission hereunder except when due to willful misconduct.

13.06 DELEGATIONS OF RESPONSIBILITY: The Administrator shall have the authority to delegate, from time to time, all or any part of its responsibilities under the Plan to such person or persons as it may deem advisable and in the same manner to revoke any such delegation of responsibilities which shall have the same force and effect for all purposes hereunder as if such action had been taken by the Administrator. The Administrator shall not be liable for any acts or omissions of any such delegate. The delegate shall report periodically to the Administrator concerning the discharge of the delegated responsibilities.

13.07 RIGHT TO RECEIVE AND RELEASE NECESSARY INFORMATION: The Administrator may release or obtain any information necessary for the application, implementation and determination of this Plan or other Plans without consent or notice to any person. This information may be released to or obtained from any insurance company, organization, or person subject to applicable law. Any individual claiming benefits under this Plan shall furnish to the Administrator such information as may be necessary to implement this provision.

13.08 CLAIM FOR BENEFITS & APPEALS: To obtain payment of any benefits under the Plan a Participant must comply with the rules and procedures of the particular benefit program elected pursuant to this Plan under which the Participant claims a benefit.The claims procedures, including the time frames for submitting claims, are set forth in the governing documents for each Benefit program.

13.09 GENERAL CLAIMS REVIEW PROCEDURE: This provision shall apply only to the extent that a claim for benefits is not governed by a similar provision of a benefit program available under this Plan.

13.09.1 Initial Claim for Benefits. Each Participant may submit a claim for benefits to the Administrator as provided in Section 13.08. A Participant shall have no right to seek review of a denial of benefits, or to bring any action in any court to enforce a claim for benefits prior to his filing a claim for benefits and exhausting his rights to review under this section.

When a claim for benefits has been filed properly, such claim for benefits shall be evaluated and the Participant filing the claim (“claimant”) shall be notified of the approval or the denial within (90) days after the receipt of such claim unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial ninety (90) day period which shall specify the special circumstances requiring an extension and the date by 104
38 which a final decision will be reached (which date shall not be later than one hundred and eighty (180) days after the date on which the claim was filed.) A claimant shall be given a written notice in which the claimant shall be advised as to whether the claim is granted or denied, in whole or in part. If a claim is denied, in whole or in part, the claimant shall be given written notice which shall contain (a) the specific reasons for the denial, (b) references to pertinent plan provisions upon which the denial is based, (c) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and (d) the claimant's rights to seek review of the denial.

13.09.2 Review of Claim Denial. If a claim is denied, in whole or in part, the claimant shall have the right to request that the Administrator review the denial, provided that the claimant files a written request for review with the Administrator within sixty (60) days after the date on which the claimant received written notification of the denial. A claimant (or his duly authorized representative) may review pertinent documents and submit issues and comments in writing to the Administrator. Within sixty (60) days after a request is received, the review shall be made and the claimant shall be advised in writing of the decision on review, unless special circumstances require an extension of time for processing the review, in which case the claimant shall be given a written notification within such initial sixty (60) day period specifying the reasons for the extension and when such review shall be completed (provided that such review shall be completed within one hundred and twenty (120) days after the date on which the request for review was filed.) The decision on review shall be forwarded to the claimant in writing and shall include specific reasons for the decision and references to plan provisions upon which the decision is based. A decision on review shall be final and binding on all persons.

13.09.3 Exhaustion of Remedies. If a claimant fails to file a request for review in accordance with the procedures herein outlined, such claimant shall have no rights to review and shall have no right to bring action in any court and the denial of the claim shall become final and binding on all persons for all purposes.

13.10 PAYMENT TO REPRESENTATIVE: In the event that a guardian, conservator or other legal representative has been duly appointed for a Participant entitled to any payment under the Plan, any such payment due may be made to the legal representative making claim therefor, and such payment so made shall be in complete discharge of the liabilities of the Plan therefor and the obligations of the Administrator and the Employer.

13.11 PROTECTED HEALTH INFORMATION. The provisions of this Section XIII will apply only to those portions of the Plan that are considered a group health plan for purposes of 45 CFR Parts 160 and 164. As a group health plan under Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Medical Expense Reimbursement Plan shall comply with the standards for privacy of protected health information as set forth under HIPAA set forth in subpart E of 45 CFR Part 164. The Plan may disclose Protected Health 105
39 Information (“PHI”) to employees of the Employer, or to other persons, only to the extent such disclosure is required or permitted pursuant to 45 CFR Parts 160 and 164. The Plan has implemented administrative, physical, and technical safeguards to reasonably and appropriately protect, and restrict access to and use of, electronic PHI, in accordance with Subpart C of 45 CFR Part 164. The applicable claims procedures under the Plan shall be used to resolve any issues of non-compliance by such individuals. The Administrator and if applicable, the third-party administrator and/or Recordkeeper will:
 not use or disclose PHI other than as permitted or required by the plan documents and permitted or required by law;
 reasonably and appropriately safeguard electronic PHI created, received, maintained, or transmitted to or by the it on behalf of the Plan, in accordance with Subpart C of 45 CFR Part 164;
 implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic PHI that it creates, receives, maintains, or transmits on behalf of the Plan;  ensure that any agents including a subcontractor to whom it provides PHI received from the Plan agree to the same restrictions and conditions that apply to the Administrator respect to such information;
 not use or disclose PHI for employment-related actions and decisions or in connection with any other employee benefit plan of the Employer;  report to the Plan Administrator any use or disclosure of the information that is inconsistent with the permitted uses or disclosures provided for of which it becomes aware;
 make available PHI in accordance with 45 CFR Section 164.524;  make available PHI for amendment and incorporate any amendments to PHI in accordance with 45 CFR Section 164.526;
 make available the information required to provide an accounting of disclosures in accordance with 45 CFR Section 164.528;
 make its internal practices, books, and records relating to the use and disclosure of PHI received from the Plan available to the Secretary of Health and Human Services or his designee upon request for purposes of determining compliance with 45 CFR Section 164.504(f);
 if feasible, return or destroy all PHI received from the Plan that the Administrator still maintains in any form and retain no copies of such information when no longer needed for the purposes for which disclosure was made, except that, if such return or destruction is not feasible, limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible; and,  ensure that the adequate separation required in paragraph (f)(2)(iii) of 45 CFR 106
40 Section 164.504 is established.

For purposes of this Section, “PHI” is “Protected Health Information” as defined in 45 CFR Section 160.103, which means individually identifiable health information, except as provided in paragraph (2) of the definition of “Protected Health Information” in 45 CFR Section 160.103, that is transmitted by electronic media; maintained in electronic media; or transmitted or maintained in any other form or medium by a covered entity, as defined in 45 CFR Section 164.104.
107
41 SECTION XIV - MISCELLANEOUS PROVISIONS

14.01 INSURED BENEFITS, FUNDING, AND BENEFIT PAYMENTS. The benefits provided under the Plan through contracts shall be provided by insurance companies, health care service plans or other service providers with which the Employer or the Administrator on behalf of the Plan, contracts from time to time in order to provide such benefits under the Plan. Employer shall have no obligation under this Plan, with respect to benefits provider under contract, beyond the payment of the Employer’s share of the appropriate premium and the remittance of each eligible Employee’s share of the premium to the appropriate third party to the extent that such premiums have been paid to the Employer by the Employee or withheld from the Employee’s wages pursuant to the terms of this Plan. The benefits provided under a contract shall be funded through and benefits provided under and in accordance with the provisions of the contracts. Such contracts shall be maintained by Employer or the Administrator, on behalf of the Plan. The benefits provided under a contract shall be paid by the insurance companies, health care service plans or other service providers in accordance with the provisions of the contracts. The Employer shall not be responsible for the validity of any contract or any policy issued by any provider of coverage, or for the failure on the part of any provider of coverage, other than the Employer, to make payments provided for under any such contract, or for the action of any person that may delay or render void or unenforceable, in whole or in part, any such contract.

14.02 COMPLIANCE WITH FEDERAL AND STATE LAW. Each Benefit program will comply to the extent possible with the requirement of all applicable laws.

14.03 INABILITY TO LOCATE PAYEE: If the Plan Administrator is unable to make payment to any Participant or other person to whom a payment is due under the Plan because it cannot ascertain the identity or whereabouts of such Participant or other person after reasonable efforts have been made to identify or locate such person, then such payment and all subsequent payments otherwise due to such Participant or other person shall be forfeited following a reasonable time after the date any such payment first became due.

14.04 FORMS AND PROOFS: Each Participant or Participant's Beneficiary eligible to receive any benefit hereunder shall complete such forms and furnish such proofs, receipts, and releases as shall be required by the Administrator.

14.05 NO GUARANTEE OF TAX CONSEQUENCES: Neither the Administrator nor the Employer makes any commitment or guarantee that any amounts paid to or for the benefit of a Participant, Spouse, or a Dependent under the Plan will be excludable from the Participant’s, Spouse’s, or Dependent’s gross income for federal or state income tax purposes, or that any other federal or state tax treatment will apply to or be available to any Participant, Spouse, or Dependent.
108
42 14.06 PLAN NOT CONTRACT OF EMPLOYMENT: The Plan will not be deemed to constitute a contract of employment between the Employer and any Participant nor will the Plan be considered an inducement for the employment of any Participant or employee. Nothing contained in the Plan will be deemed to give any Participant or employee the right to be retained in the service of the Employer nor to interfere with the right of the Employer to discharge any Participant or employee at any time regardless of the effect such discharge may have upon that individual as a Participant in the Plan.

14.07 NON-ASSIGNABILITY: No benefit under the Plan shall be liable for any debt, liability, contract, engagement or tort of any Participant or his Beneficiary, nor be subject to charge, anticipation, sale, assignment, transfer, encumbrance, pledge, attachment, garnishment, execution or other voluntary or involuntary alienation or other legal or equitable process, nor transferability by operation of law.

14.08 SEVERABILITY: If any provision of the Plan will be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof will continue to be fully effective.

14.09 NONDISCRIMINATION: In accordance with Code Section 125(b)(1), (2), and (3), this Plan is intended not to discriminate in favor of Highly Compensated Participants (as defined in Code Section 125(e)(1)) as to contributions and benefits nor to provide more than 25% of all qualified benefits to Key Employees. If, in the judgment of the Administrator, more than 25% of the total nontaxable benefits are provided to Key Employees, or the Plan discriminates in any other manner (or is at risk of possible discrimination), then, notwithstanding any other provision contained herein to the contrary, and, in accordance with the applicable provisions of the Code, the Administrator shall, after written notification to affected Participants, reduce or adjust such contributions and benefits under the Plan as shall be necessary to insure that, in the judgment of the Administrator, the Plan shall not be discriminatory.

14.10 CONSTRUCTION OF THE LAW. The Plan shall be construed, enforced, and administered and the validity determined in accordance with the Internal Revenue Code of 1986 (as amended), and the laws of the State of California. Notwithstanding anything to the contrary herein, the provisions of ERISA will not apply to this Plan if the Plan is exempt from coverage under ERISA. Should any provisions be determined to be void, invalid, or unenforceable by any court of competent jurisdiction, the Plan will continue to operate, and for purposes of the jurisdiction of the court only will be deemed not to include the provision determined to be void.
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City Council
Staff Report

Subject:

Municipal Tax Services and Program Administration Contract Date:

January 14, 2025
Submitted By:

Daniel Choe, Deputy Director of Administrative Services Department:

Administrative Services - Finance
Recommendation:

A
.

Adopt a Resolution of the City Council of the City of Rocklin Awarding the Property Tax Service Contract to HdL Coren & Cone and Authorizing the City Manager to Execute the Contract.

B
.

Background:

A comprehensive understanding of the City of Rocklin’s largest revenue sources, such as property tax and sales and use tax, is crucial for effective fiscal management, strategic planning, and maintaining public trust. Accurate revenue projections help the City plan its budget more effectively, manage financial risks, and prioritize essential services. These assessments also allow the City to identify trends, reduce over-reliance on specific revenue streams, and uncover areas where revenue collection can be improved.

To achieve these goals, the City of Rocklin has partnered with consultants for property tax, sales and use tax, transient occupancy tax, and short-term rental programs. These consultants provide specialized expertise, advanced analytical tools, and an in-depth understanding of tax laws and market trends that may not be readily available within City staff.

This collaboration ensures accurate assessments, strengthens compliance, and enhances revenue recovery efforts. By leveraging outside expertise, City staff can focus on delivering core services and addressing the community’s needs. This approach supports Rocklin’s commitment to fiscal stability and transparency.

On August 23, 2024, the City released a Request for Proposals for property tax, sales and use tax, transient occupancy tax, short-term rental, and business license tax services and administration. The City received proposals on September 20, 2024, with one proposal submitted for property tax services and two proposals for the other tax services.

Item Number C8.

155
The evaluation committee conducted a thorough review of each submission, considering factors such as firm qualifications and experience, team expertise, understanding of the scope of services, quality control processes, project approach and timeline, completeness of the proposal, and cost. Based on this evaluation, two firms were invited to interviews. An interview was not required for HdL Coren & Cone, as they were the sole bidder for property tax services.

HdL Coren & Cone is determined to be the most responsive and responsible bidder for property tax services. For the remaining services (sales and use tax, transient occupancy tax, short-term rentals, and business license tax and administration), HdL Companies is determined to be the most responsive and responsible bidder after the evaluation and interview process.

Currently, the City manages Business License Tax and Administration services in-house using software procured from HdL Companies. Staff determined that transitioning the administration of the program to HdL Companies offers significant advantages. HdL provides a robust system that can efficiently route business license applications to various City stakeholders, ensuring other regulatory requirements are met. This approach enhances communication with individuals and businesses looking to operate in Rocklin by helping them navigate necessary permits and licenses. Additionally, HdL’s dedicated support team will manage and administer the business license program, ensuring consistency and efficiency. Their compliance and audit teams will assist in bringing non-compliant businesses into compliance, provide timely and more frequently renewal notifications, and offer a dedicated call center Monday-Friday, 8 a.m. to 5 p.m., to support business owners.

To address potential impacts on staff resulting from the proposed changes, the Human Resources Division facilitated a meet-and-confer process with the Public Services Employee Bargaining Unit (AFSCME), which expressed support for the proposal.

Staff recommends awarding the Property Tax Services Contract to HdL Coren and Cone for a five-year term, with total compensation of $125,000. Additionally, staff recommends awarding the Sales and Use Tax, Transient Occupancy Tax, Short-Term Rental, and Business License Tax and Administration Services contract to HdL Companies for a five-year term, with total compensation of $840,000.

Fiscal Impact:

Sufficient funds are available in the Fiscal Year 2024/25 Operating Budget for the cost of the initial year. Budgets for subsequent years will be included in each fiscal year's budget.

ATTACHMENTS:

1. Resolution A

2. Resolution A Exhibit A - Contract with HdL Coren & Cone

3. Resolution B

4. Resolution B Exhibit A - Contract with HdL Companies 156
RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

AWARDING THE PROPERTY TAX SERVICE CONTRACT TO HDL COREN & CONE

AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT WHEREAS, the City of Rocklin (City) seeks to partner with a property tax consultant with specialized expertise, advanced analytical tools, and a comprehensive understanding of tax laws and market trends. This partnership aims to ensure accurate property assessments, enhance compliance, and optimize revenue recovery efforts.; and WHEREAS, on August 23, 2024, the City released a Request for Proposal (RFP) and received one proposal from HdL Coren & Cone for property tax services on September 20, 2024. The proposal was evaluated based on various factors, including the firm's qualifications and experience, team expertise, understanding of the Scope of Services, quality control processes, project approach and timeline, proposal completeness, and cost. Following this evaluation, HdL Coren & Cone was determined to be the responsible and responsive bidder; and
WHEREAS, staff recommends awarding the Property Tax Services Contract to HdL Coren & Cone for the term of five (5) years for a total compensation amount of $125,000.

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

Section 1. The Property Tax Services contract is hereby awarded to HdL Coren & Cone, in the form attached hereto as Exhibit A, and the City Manager is authorized to execute the contract.

PASSED AND ADOPTED this 14th day of January, 2025 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
_________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
157

1733390.1 9959-001
Version: 01/25/2024

CONTRACT FOR SERVICES

THIS CONTRACT is made on ___________ __________________________, by and between the CITY OF ROCKLIN a municipal corporation (“City”), and HdL Coren & Cone “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 Exhibit s 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 agre es 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 total sum of One Hundred Twenty -Five Dollars ($125,000).

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.

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;
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.

Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 158
Contract for Services
HdL Coren & Cone
2 1733390.1 9959-001
Version: 01/25/2024
D. City shall make payment to Contractor net 30 da ys 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 Schedul e 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 the date that it is approved by bot h parties, set forth on the first page of the agreement and shall continue in effect until December 31, 2029 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.

i. Contractor shall immediately cease rendering services pursuant to this Agreement;
Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 159
Contract for Services
HdL Coren & Cone
3 1733390.1 9959-001
Version: 01/25/2024
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 ha d 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.

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, s pecifications, 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 Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 160
Contract for Services
HdL Coren & Cone
4 1733390.1 9959-001
Version: 01/25/2024
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 descri bed 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 prop erty 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 ef fort 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 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.

Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 161
Contract for Services
HdL Coren & Cone
5 1733390.1 9959-001
Version: 01/25/2024
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 proj ect 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 dir ectly 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, wit hout 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.

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 Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 162
Contract for Services
HdL Coren & Cone
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Version: 01/25/2024
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, agent s, 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 renderi ng 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 h ereunder by the Contractor, its agents, representatives, or employees. All policies, 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 t he Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 163
Contract for Services
HdL Coren & Cone
7 1733390.1 9959-001
Version: 01/25/2024
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.

iv. Professional Liability (Errors and Omissions): Insurance appropriate to the Contractor’s profession, with limit no less than $ 2,000,000 per occurrence or claim, $2,000,000 aggregate. Professional liability coverage shall extend for at least five years after completion of the Contractor’s services under this Agreement.

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 equipmen t 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 Coverag e. 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.

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 Genera l Liability insurance. No insurance policies Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 164
Contract for Services
HdL Coren & Cone
8 1733390.1 9959-001
Version: 01/25/2024
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 a ny 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 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.

Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 165
Contract for Services
HdL Coren & Cone
9 1733390.1 9959-001
Version: 01/25/2024
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 and its exhibits 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 Opportunit y.

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 Record s. 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 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 Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 166
Contract for Services
HdL Coren & Cone
10 1733390.1 9959-001
Version: 01/25/2024
construed as a waiver of any provision of this Agreement, nor as a waiver of any othe r 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
Finance Division
3970 Rocklin Road
Rocklin, CA 95677

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

Contractor: HdL Coren & Cone
120 South State College Blvd., STE 200
Brea, CA 92821

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 o rder 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 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 word s 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, Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 167
Contract for Services
HdL Coren & Cone
11 1733390.1 9959-001
Version: 01/25/2024
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: ______________________________
Paula Cone, President

By: ______________________________
Nichole Cone-Morshita, CFO

CITY OF ROCKLIN

By: _______________________________
Aly Zimmermann, City Manager

ATTEST:

By: _______________________________
Avinta Singh, City Clerk

APPROVED AS TO FORM:

By: ______________________________
Matthew McOmber, City Attorney
Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 168
Contract for Property Tax Services
[Contractor’s Name]

EXHIBIT A

Scope of Work

1. Property Tax Services

a. Contractor will provide a web -based software application to City that is a user - friendly tool to access the City’s property tax data. Contractor updates the data portion of the product on a monthly basis to reflect changes in ownership, updated appeals fil ings, and deed recordings. As modifications and enhancements are made to the program, City will receive the enhanced version of the software at no additional cost.

b. Training will be provided to City staff within the first two months after the execution of the agreement for property tax management and audit services and is available annually for new staff members or staff requiring a refresher course. If additional training sessions are required, the fees outlined in Exhibit C under hourly fees will be charged.

c. The help manual available within the program is easy to navigate and user friendly.

Contractor staff is available Monday through Friday, 8 AM to 5 PM to answer questions and assist City staff on the use of the software. Assistance is available either by phone or via email.

d. City will be granted a site license for the application, providing no limit to the number of users. Contractor will not charge an annual maintenance fee for the software program. Periodically, as the program changes and product enhancements are developed, upgrades or new releases of the software are issued at no additional cost to City.

2. Successor Agency Services

Successor Agency Services include but not limited:

a. Annual tax increment projections and, as requested, cash flow analysis for the Successor Agency by Project Area.

b. Review of Redevelopment Obligation Payment Schedules (ROPS) as requested.

c. Provide property tax information to the Oversight Board at the direction of the Successor Agency.

d. Provide access to the Oversight Board to City and former redevelopment agency documents at the direction of the Successor Agency.

e. Monitor the County distribution of tax-sharing revenues to the taxing entities of the former redevelopment agency.

f. Advice and consultation on the City/Suc cessor Agency’s preparation of required reports, such as revenue projections; review of Recognized Obligation Payment Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 169
Contract for Services
HdL Coren & Cone

Schedules (ROPS), submittals to the Oversight Board and/or County or State agencies, and new or revised legislative requirements.

g. Analysis of legislative and judicial matters impacting Redevelopment Property Tax Trust

h. Fund (RPTTF) revenues to the Successor Agency and to the City.

3. Reports and Information Provided

a. Contractor shall provide up-dated reports each quarter listing property tax appeals filed on properties in the City and Project Areas, list property tax transfers that have occurred since the last report and update the computer program parcel transfer data.

b. Annual reports shall be made available and be presented by a principa l or associate of the Consultant to any City staff member interested in the detailed analysis including property tax revenue estimates performed by the Contractor of the City’s annual property assessed values released by the assessor. Since property tax data is not confidential, these reports can be shared with staff.

c. Consultant also serves as the City’s property tax staff for consultation and questions related to budgeting, revenue collection, the mechanics of property tax allocation and potential changes in the legislation that may impact local agencies.

d. Contractor shall provide reports listing property tax appeals filed on properties in the City and former Redevelopment Agency (RDA) project areas. These reports are prepared for both the City General Fund and Successor Agency and include a history of all appeals filed; the disposition of those appeals, successful appeals, pending appeals, and a report to assist the City/Successor Agency in determining the potential impact of pending appeals.

e. A listing o f property transfers that have occurred since the last report will be available through the software provided and updated on a monthly basis. This data will include the new owner/seller of the property, new mailing address if not the situs address, the dat e of sale, the sale price when verified, document number, and transaction type.

f. The average and median single family sale price report will be sent to City quarterly and includes the same data for all client agencies within the same County.

g. Contractor will provide the following reports based on the current year lien date rolls and will provide the reports annually, quarterly or monthly as appropriate:

Reports are also available from prior years if requested.

i. A five-year history of the values within the City, and custom ( City defined) geographic areas.

ii. A listing of the largest value changes, positive and negative between tax years.

Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 170
Contract for Services
HdL Coren & Cone

iii. An annual parcel listing of properties with parcel number changes between tax years identifying parcel splits and combines.

iv. A listing of the major property owners for the City including the combined assessed values of their property and property use code designation.

v. A listing and summary of property transfers which occurred since the lien date ordered by month.

vi. A listing of parcels that have not changed ownership since the enactment of Proposition 13.

vii. A comparison of property within the City by county use-code designation.

viii. A multiple year comparison of growth by use code designa tion over a 5 - year period.

ix. A listing by parcel of new construction activity to identify non -residential parcels with new construction activity and to provide reports for use in the City's preparation of Proposition 4 and 111 State Appropriation Limit calculations.

x. A listing of absentee owner parcels.

xi. Calculate an estimate of property tax revenue anticipated to be received for the current fiscal year by the City based upon the initial information provided by the County and subject to modification. This estimate shall not be used to secure the indebtedness of the City.

xii. Analyses based on geo areas designated by the City to include assessed valuations and square footage computations for use in economic analysis and community development planning.

xiii. Tracking of Proposition 8 reductions and restorations

xiv. Median sale price data for current year and prior years for comparison

xv. One and five-year budget projections for the City General Fund, Successor Agency, special districts, and Vehicle License Fee in Lieu revenues. This report is interactive for tax modeling.

xvi. Newsletter summary for public and elected distribution.

4. Analysis and Identification of Misallocation Errors

a. Contractor shall provide analysis and misallocation error reports.

b. Contractor shall reconcile the annual auditor -controller assessed valuation report to the assessor’s lien data rolls and identify discrepancies.

Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 171
Contract for Services
HdL Coren & Cone

c. Contractor shall review parcel on the unsecured Propert y Tax Roll to identify inconsistencies such as value variations, values being reported to a mailing address rather than a situs address, and errors involving Project Tax Rate Areas (TRA).

d. Contractor shall track property transfers and new construction comp letions to determine if reassessment was performed within a reasonable time. The City will be notified of parcels which have failed to be reassessed.

5. Ongoing Consultation

a. Throughout the term of the agreement, Contractor shall serve as the City’s and Agency’s resource staff on questions relating to property tax and assist in estimating current year property tax revenues. This includes being “on -call” to assist with any property tax issues.

b. Ongoing consultation would include, but not limited to inquiries resolved through use of the City data base. All requests for information based upon the County’s property tax data sets are provided without additional costs.

c. The methodology that the Consul tant follows in identifying, correcting and recovering property tax errors include the following:

i. Establishment of County Data Set

ii. Identify and Correct Errors

iii. Prepare Reports

iv. Ongoing Analysis

d. Contractor monitors and reports on issues related to property tax and coordinates with City Staff in connection with passed and potential property tax legislation and regulations.

6. Optional Services

a. Special reports, additional research, or requests requiring additional computer programming may be requested for the fees outlined under the Additional Services section in Exhibit C. No optional work shall be performed without prior written approval by the City.

b. Attendance at City and/or Successor Agency meetings will be billed at the hourly rates as outlined in Exhibit C.

Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 172
Contract for Property Tax Services
[Contractor’s Name]

EXHIBIT B
Schedule of Performance

This agreement shall continue in effect until December 31, 2029 unless sooner terminated. Any extension to the agreement shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Agreement.

1. Timeline for Property Tax Analysis and Audit Services

a. County assessment rolls are purchased annually in July.

b. The property data program will be available for access via the internet within 30 days of the execution of the agreement. Parcel data will be updated monthly to include the most current ownership information due to parcel transfers.

c. The first secured audit will be performed and submitted to the Assessor no later than 60 days from the date of the contract. Future audits will be performed no less than once every two years and submitted no later than March 1st.

d. The unsecured audits for the City will be com pleted and submitted to the County Assessor for corrective action within 120 days of receipt of county rolls. The City will receive file copies of submittals simultaneous with submissions to the County Assessor.

e. Data collection from the county assessor's and auditor controller's offices for reports is performed in August and September each year and preliminary reports will be delivered to the City prior to the end of January annually.

f. The final tax ratio percentages are available from the auditor controller's office annually in February/March. Final reports will be prepared and delivered prior to the end of April annually.

2. Upon approval of the contract, Contractor will perform an analysis of the Assessor Rolls to identify all parcels on both the secured and unsecured tax rolls and verify that parcel assessed valuations and the resulting taxes are correctly allocated to the City or its Successor Agency.

This analysis is accomplished through the use of specialized computer software, assessor maps, City GIS maps, City records, other pertinent documents, and field investigations. The review will include the lien date secured and unsecured data for the current tax year as well as historical data back for a total of two (2) tax years and be performed no less th an every other year.

Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 173
Contract for Services
HdL Coren & Cone

EXHIBIT C
Schedule of Fees

Contractor’s standard fixed fee (the “Base Fixed Fee”) for property tax services is $4,320 per quarter, ($17,280 per year). The Based Fixed Fee shall be adjusted annually by the California Consumer Price Index (CCPI) California Urban Consumers index for al l items as determined by the California Department of Industrial Relations as measured from February to February.

In addition to the Base Fixed Fee, Contractor will charge a contingent fee of 25% of net tax revenues recovered for the City through the audits Contractor performs. Net tax revenues mean the taxes received by the City through Contractor’s audit efforts.

Additional Services:

Optional work requested by the City will be charged on a time-and-material basis. No work shall be performed without prior written approval by the City. Fees for these services are as follows:

Hourly Rate
Partner $250
Principal $225
Programmer $200
Associate $175
Senior Analyst $125
Analyst $90
Administrative $70

Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 174
Contract for Property Tax Services
[Contractor’s Name]

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:

Paula Cone, President

Docusign Envelope ID: 5918A35D-086C-4A13-BB0F-AF13C6169A02 175
RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

AWARDING THE SALES AND USE TAX, TRANSIENT OCCUPANCY TAX, SHORT-

TERM RENTAL, AND BUSINESS LICENSE TAX AND ADMINISTRATION SERVICES

CONTRACT TO HDL COMPANIES AND AUTHORIZING THE CITY MANAGER TO

EXECUTE THE CONTRACT
WHEREAS, the City of Rocklin (City) seeks to partner with a municipal tax consultant with specialized expertise, advanced analytical tools, and a comprehensive understanding of tax laws and market trends. This partnership aims to ensure accurate property assessments, enhance compliance, and optimize revenue recovery efforts.; and WHEREAS, on August 23, 2024, the City released a Request for Proposal (RFP) and received two proposals on September 20, 2024. The proposals were evaluated based on various factors, including the firm's qualifications and experience, team expertise, understanding of the scope of services, quality control processes, project approach and timeline, proposal completeness, and cost. Following this evaluation, HdL Companies was determined to be the responsible and responsive bidder; and WHEREAS, staff recommends awarding the Municipal Tax and Administration services Contract to HdL Companies for the term of five (5) years for a total compensation amount of $840,000.

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

Section 1. The contract for Sales and Use Tax, Transient Occupancy Tax, Short-Term Rental, and Business License Tax Services and Administration is hereby awarded to HdL Companies in a form substantially similar to Exhibit A attached hereto, and the City Manager is authorized to execute the contract.

PASSED AND ADOPTED this 14th day of January, 2025 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
_________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
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CONTRACT FOR SERVICES
THIS CONTRACT is made on _____________________________________, by and between the CITY OF ROCKLIN a municipal corporation (“City”), and HdL Companies “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.

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.

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;
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.
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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.

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 the date that it is approved by both parties, set forth on the first page of the agreement and shall continue in effect until December 31, 2029 unless sooner terminated as provided herein.

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.

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;
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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.

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.

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 179
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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.

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 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.
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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.

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 181
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by the category designated by the City code and that a narrower disclosure category should apply.

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, 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 182
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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.
iv. Professional Liability (Errors and Omissions): Insurance appropriate to the Contractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Professional liability coverage shall extend for at least five years after completion of the Contractor’s services under this Agreement.

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. 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 183
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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 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. 184
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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 and its exhibits 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 .

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 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.

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 185
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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.

City: City of Rocklin
Finance Division
3970 Rocklin Road
Rocklin, CA 95677

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

Contractor: HdL Companies
120 South State College Blvd., STE 200
Brea, CA 92821

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 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, 186
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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: ______________________________
Andy Nickerson, President
By: ______________________________
[Name, Title]

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

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

By: ______________________________
Matthew McOmber, City Attorney
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Contract for Municipal Tax and Administration Services
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EXHIBIT A
Scope of Work

1. Sales and Use Tax Consulting Services
A. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports i. CONTRACTOR shall establish a special database identifying the name, address, and quarterly allocations of all sales tax producers within the City.

This database shall be utilized to generate special reports to City on major sales tax producers by rank and category, sales tax activity by categories, or business districts, identification of reporting aberrations, and per capita and outlet comparisons with regional and statewide sales.
ii. CONTRACTOR shall provide periodic updated reports to City identifying changes in sales by individual businesses, business groups and categories, and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting. CONTRACTOR shall meet quarterly by in person or virtually with City.
iii. CONTRACTOR shall provide following each calendar quarter a summary analysis for City to share with Council Members, Chamber of Commerce, other economic development interest groups and the public that analyze City’s sales tax trends by major groups and geographic areas without disclosing confidential individual tax records.
iv. CONTRACTOR shall establish a special database with California Department of Tax and Fee Administration (“CDTFA”) registration data for businesses within applicable district boundaries holding seller’s permit accounts. v. CONTRACTOR shall periodically license for the limited, non-exclusive, non- transferable use by City’s staff certain of CONTRACTOR’s web-based sales, use and/or transactions tax program(s) containing sellers permit, registration, allocation and related information for business outlets within City’s jurisdiction registered with the CDTFA.
vi. CONTRACTOR shall provide periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments.

B. Allocation and Audit Recovery Services
i. CONTRACTOR shall conduct (when mutually agreed with City) initial and on- going sales and use tax audits of businesses to help identify and correct distribution and allocation errors, and to proactively affect favorable 188
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registration, reporting or formula changes thereby generating previously unrealized sales and use tax income for the City and/or recovering misallocated tax from registered taxpayers. Common errors that shall be monitored and corrected include but are not limited to: transposition errors resulting in misallocations; erroneous consolidation of multiple outlets; formula errors; misreporting of “point of sale” to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments. ii. CONTRACTOR shall initiate contacts with the CDTFA and sales management and accounting officials in companies that have businesses where a probability of error exists to endeavor to help verify whether current tax receipts accurately reflect the local sales activity. Such contacts shall be conducted in a professional and courteous manner.
iii. CONTRACTOR shall prepare and submit to the CDTFA information for the purpose of correcting any identified allocation errors, and follow-up with individual businesses and the CDTFA to promote recovery by the City of back or prospective quarterly payments that may be owing.
iv. If, during the course of its audit, CONTRACTOR finds businesses located in the City’s jurisdiction that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to City, CONTRACTOR may so advise City and collaborate with those businesses and City to encourage such changes.

C. Consulting and Other Optional Services
i. CONTRACTOR may from time to time in its sole discretion, consult with City staff, including without limitation, regarding (i) technical questions and other issues related to sales and use tax, (ii) utilization of reports to enhance business license collection efforts; (iii) sales tax projections for proposed annexations, economic development projects and budget planning, (iv) negotiating/review of tax sharing agreements, (v) establishing purchasing corporations, (vi) meeting with taxpayers to encourage self-assessment of tax obligations, and (vii) other sales and use tax revenue-related matters.

D. Fees
i. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports a. Fees for performing the sales tax and economic analysis/forecasting Services as described above shall initially be $650.00 per month, commencing with the month of the Effective Date (hereafter referred to as “monthly fee”). The monthly fee shall be invoiced quarterly in arrears and shall be paid by City no later than 30 days after the invoice date. b. CONTRACTOR shall increase the non-hourly Fees established above once a year with reference to the 12- month percent change in the most recently published annual Consumer Price Index for All Urban 189
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Consumers (CPI-U), as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”).
ii. Allocation and Audit Recovery Services
a. Fees for performing the allocation and audit recovery Services described above shall be 15% of all new, increased and recovered sales and use tax revenue received by the City as a result, in whole or in part, of the allocation audit and recovery services (hereafter referred to as “audit fee”). The fee shall be paid notwithstanding any related City assistance, work in parallel, and/or incurrence of attorneys’ fees or other costs or expenses in connection, with the relevant Services. b. The Fee described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the first eight (8) consecutive reporting quarters following completion of CONTRACTOR’s allocation audit and confirmation of the corrections by the CDTFA.
c. These Fees shall be paid by City upon CONTRACTOR’s submittal of evidence of CONTRACTOR’s relevant Services in support thereof, including, without limitation, copies of relevant communications between CONTRACTOR and the CDTFA and/or taxpayers.
d. CONTRACTOR recognizes City’s authority to waive or reduce the tax/fee-related debt of a business. Should City decide to do so for a business whose deficiency was identified by CONTRACTOR, CONTRACTOR shall be entitled to compensation in the amount of one half (1/2) of the Fees CONTRACTOR would have otherwise earned.

Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e., statute of limitation or other legal defense) shall not be considered a City voluntary election to waive, and thus, CONTRACTOR would not be entitled to compensation related thereto under this provision.
iii. Consulting and Other Optional Services
a. Fees for performing the consulting and other optional Services described above shall be based on the following initial hourly rates:
1) Principal - $325;
2) Programmer - $295;
3) Senior Analyst - $245; and
4) Analyst - $195.
b. CONTRACTOR may change the rates for its hourly Fees from time to time. A 30 days’ prior written notice to City shall be given. 190
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iv. General Provisions Relating to Fees
a. Fees for travel and lodging expenses shall be invoiced at cost and applied to all meetings (including implementation, training, operations, and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by City in writing.
b. Fees shall be invoiced monthly to City for Services performed during the prior month. To the extent that CONTRACTOR has commercially reasonable means to do so, Fees shall be netted out of City’s monthly revenue disbursement.

E. Confidentiality Information
Section 7056 of the State of California Revenue and Taxation Code (“R&T Code”) specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTFA. Section 7056 specifies the conditions under which a city, county or district may authorize persons other than such city, county or district’s officers and employees to examine state sales and use tax records.

The following conditions specified in Section 7056-(b)(1) of the State of California R&T Code are hereby made part of this Agreement:
i. CONTRACTOR is authorized by this Agreement to examine sales, use or transactions and use tax records of the CDTFA provided to City pursuant to contract under the Bradley-Burns Uniform Local Sales and Use Tax Law R&T Code Section 7200 et. seq.
ii. CONTRACTOR is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of City who is authorized by City resolution provided to the CDTFA to examine the information.
iii. CONTRACTOR is prohibited from performing consulting services for a retailer (as defined in R&T Code Section 6015), during the term of this agreement. iv. CONTRACTOR is prohibited from retaining the information contained in or derived from those sales, use or transactions and use tax records after this agreement has expired. Information obtained by examination of the CDTFA records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the CONTRACTOR as a person authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code.

F. Software Use and Proprietary Information
i. Software Use. CONTRACTOR hereby provides authorization to City to access CONTRACTOR’s Sales Tax website if City chooses to subscribe to the 191
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software and reports option. The website shall only be used by authorized City staff. No access will be granted to any third party without explicit written authorization by CONTRACTOR. City shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The software use granted hereunder shall not imply ownership by City of said software, or any right of City to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all City staff website logins shall be de-activated. Proprietary Information. As used herein, the term “proprietary information” means all information or material that has or could have commercial value or other utility in CONTRACTOR’s business, including without limitation: CONTRACTOR’s (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web-based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise required by law, City shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by City in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information.

2. Business License Tax and Fees Administration Services A. Operations Management Services
i. CONTRACTOR shall transfer the CITY’s existing database as they relate to business license into CONTRACTOR’s internal administration tools.

CONTRACTOR shall maintain the data and provide copies of data or reports at the City’s request. The CITY will not be required to use or maintain any software in house for managing the business license registry. ii. CONTRACTOR shall receive and process applications, renewals and payments in a timely fashion.
a. Send renewal notices to active businesses within 30 days of the renewal period end date or at another interval specified by CITY. The renewal notices will include, but not limited to, their Account Number, Web Pin, Expire Date, Due Date, and Business Support Center contact information.
b. Provide businesses with multiple options for submitting applications, renewals, payments, or support requests. These options shall include the website, email, mail, phone, and fax. CONTRACTOR license specialists shall be available for live interactions Monday through Friday, 8:00 AM to 5:00 PM Pacific Time.
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iii. CONTRACTOR shall process any new business license applications and facilitate the new account registration process, including internal departmental approval, in a timely fashion.
iv. CONTRACTOR shall remit revenue to City no less than monthly. v. CONTRACTOR shall provide City staff with access to a website portal that includes business registry inquiry, reporting, and electronic department approval capabilities.
vi. CONTRACTOR shall conduct discovery services to identify and register businesses that are subject to license but not properly registered. Audit services shall ensure registered businesses are not under-reporting their business license amounts to the City.
vii. Online Payment Processing – CONTRACTOR’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.
a. CITY Responsibilities
1) As a condition to its receipt of the Service, City shall execute and deliver any and all applications, agreements, certifications or other documents required by CONTRACTOR’s payment
processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by Contractor’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example,
networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
2) CITY hereby grants CONTRACTOR the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. CITY represents and warrants that it has the full right and authority to grant these rights.

B. Fees
i. Operations Management Services
a. Fees for performing operations management services shall be $18.00 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice, and a one-time implementation fee of $5,000.00.
b. Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI- 193
Contract for Services
[Contractor’s Name]
U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase shall be 10%. c. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by City.
d. Fees shall be invoiced monthly to CITY for Services performed during the prior month. Fees will be netted out of City’s monthly revenue disbursement. CITY will submit payment for any balance due to CONTRACTOR within 30 days of receiving the invoice.
ii. Payment Processing – CONTRACTOR will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or CITY funded model, as directed by CITY. CITY may switch between these models upon written request to CONTRACTOR. Fees for each of these payment processing models are detailed here.
a. Taxpayer funded model – CITY authorizes CONTRACTOR to collect each convenience fee from the taxpayer at time of payment. 1) Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00
2) ACH/eCheck processing - $2.50 per transaction
b. CITY funded.
1) Credit and debit card processing – 2.9% of transaction amount 2) ACH/eCheck processing - $0.75 per transaction
c. Returned payments/NSF fee – Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account.
d. CONTRACTOR reserves the right to review and adjust pricing related to payment processing services on an annual basis. CONTRACTOR will communicate any such adjustment to CITY in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.
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3. Transient Occupancy Tax Administration Services
A. Operations Management Services
i. CONTRACTOR shall establish and maintain database of CITY lodging providers.
ii. CONTRACTOR shall receive and process registrations, tax returns and payments in a timely fashion.
iii. CONTRACTOR shall provide lodging providers multiple options for submitting registrations, tax returns, payments, or support requests (including via website, email, mail, phone, and fax. CONTRACTOR tax specialists shall be available for live interactions Monday through Friday, 8:00 AM to 5:00 PM Pacific). iv. CONTRACTOR shall remit revenue to CITY no less than monthly. v. CONTRACTOR shall provide CITY staff access to website portal offering lodging provider registry inquiry and reporting capabilities. vi. Endeavor to ensure accurate filings of returns by consistently monitoring returns, providing compliance audits, and educating lodging providers as mutually agreed to by CITY and CONTRACTOR.
vii. CONTRACTOR shall provide analysis reports monthly and annually provide revenue trends and key insights on CITY lodging providers.

B. Online Payment Processing – CONTRACTOR’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.
i. CITY Responsibilities
a. As a condition to its receipt of the Service, CITY shall execute and deliver any and all applications, agreements, certifications or other documents required by CONTRACTOR’s payment processor,
Networks or other third parties whose consent or approval is necessary for the processing of Transactions by CONTRACTOR’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
b. CITY hereby grants CONTRACTOR the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. CITY represents and warrants that it has the full right and authority to grant these rights.

C. Fees
i. Operations Management Services
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a. Fees for performing operations management Services shall be $850.00 per year for each monthly filing property.
b. Fees shall be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI- U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees shall be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase shall be 2%, if the actual CPI Change is 3.5%, then the annual increase shall be 3.5%, and if the actual CPI Change is 12%, then the annual increase shall be 10%.
c. Fees for any travel and lodging expenses shall be billed at cost and applied to all meetings (including implementation, training, operations and support).
d. Fees shall be invoiced monthly to CITY for Services performed during the prior month. Fees shall be netted out of CITY’s monthly revenue disbursement. CITY shall submit payment for any balance due to CONTRACTOR within 30 days of receiving the invoice.
ii. Payment Processing – CONTRACTOR shall configure payment processing services to utilize either a taxpayer funded model (convenience fee) or CITY funded model, as directed by CITY. CITY may switch between these models upon written request to CONTRACTOR. Fees for each of these payment processing models are detailed here.
a. Taxpayer funded model – CITY authorizes CONTRACTOR to collect each convenience fee from the taxpayer at time of payment. 1) Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00
2) ACH/eCheck processing - $2.50 per transaction
b. CITY funded
1) Credit and debit card processing – 2.9% of transaction amount 2) ACH/eCheck processing - $0.75 per transaction
c. Returned payments/NSF fee – Each occurrence of a card chargeback, returned payment or insufficient funds shall incur a fee of $25.00, to be applied to the taxpayers account.
d. CONTRACTOR reserves the right to review and adjust pricing related to payment processing services on an annual basis. CONTRACTOR 196
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[Contractor’s Name]
shall communicate any such adjustment to CITY in writing, with 60 days advance notice. Items that shall be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.

4. Short-Term Rentals Transient Occupancy Tax Administration Services A. Identification and Monitoring
i. CONTRACTOR shall monitor short-term rental sites to identify new listings and closures.
ii. CONTRACTOR shall match listings to specific parcels using GIS and property tax assessor data.
iii. CONTRACTOR shall identify properties which are already registered and paying taxes.
iv. CONTRACTOR shall provide a visual map of listing locations in CITY’s jurisdiction.
v. CONTRACTOR shall record listing details (including start date, sites linked to, and other information necessary for documenting evidence of short-term rental activity).

B. Education, Registration, and Compliance
i. CONTRACTOR shall notify non-compliant lodging providers of their status and any actions necessary to become compliant.
ii. CONTRACTOR shall provide short-term rentals website with links to FAQs, education packets, and support for registering, filing returns, and making payments.
iii. CONTRACTOR shall follow-up with non-compliant entities and assist as needed to obtain compliance.
iv. CONTRACTOR shall work with CITY to identify additional requirements and ensure collection of data necessary for enforcement procedures.

C. Operations Management Services
i. CONTRACTOR shall establish and maintain database of CITY’s short-term rental lodging providers.
ii. CONTRACTOR shall receive and process registrations, tax returns and payments in a timely fashion.
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iii. CONTRACTOR shall provide lodging providers multiple options for submitting registrations, tax returns, payments, or support requests (including via website, email, mail, phone, and fax. CONTRACTOR tax specialists shall be available for live interactions Monday through Friday, 8:00 AM to 5:00 PM Pacific). iv. CONTRACTOR shall remit revenue to CITY no less than monthly. v. CONTRACTOR shall provide CITY staff access to website portal offering lodging provider registry inquiry and reporting capabilities. vi. CONTRACTOR shall endeavor to ensure accurate filings of returns by consistently monitoring returns and educating lodging providers. vii. CONTRACTOR shall provide analysis reports monthly and annually provide revenue trends and key insights on CITY lodging providers.

D. Online Payment Processing – CONTRACTOR’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.
i. CITY Responsibilities
a. As a condition to its receipt of the Service, CITY shall execute and deliver any and all applications, agreements, certifications or other documents required by CONTRACTOR’s payment processor,
Networks or other third parties whose consent or approval is necessary for the processing of Transactions by CONTRACTOR’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.
b. CITY hereby grants CONTRACTOR the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. CITY represents and warrants that it has the full right and authority to grant these rights.

E. Fees
i. Operations Management Services
a. Fees for performing operations management Services shall be $7,235.00 per year.
b. Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI- U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser 198
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of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%. ii. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings (including implementation, training, operations and support). iii. Fees will be invoiced monthly to CITY for Services performed during the prior month. Fees will be netted out of CITY’s monthly revenue disbursement. CITY will submit payment for any balance due to CONTRACTOR within 30 days of receiving the invoice.

F. Payment Processing – CONTRACTOR shall configure payment processing services to utilize either a taxpayer funded model (convenience fee) or CITY funded model, as directed by CITY. CITY may switch between these models upon written request to CONTRACTOR. Fees for each of these payment processing models are detailed here. i. Taxpayer funded model – CITY authorizes CONTRACTOR to collect each convenience fee from the taxpayer at time of payment.
a. Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00
b. ACH/eCheck processing - $2.50 per transaction
ii. CITY funded
a. Credit and debit card processing – 2.9% of transaction amount b. ACH/eCheck processing - $0.75 per transaction
iii. Returned payments/NSF fee – Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account.
iv. CONTRACTOR reserves the right to review and adjust pricing related to payment processing services on an annual basis. CONTRACTOR will communicate any such adjustment to CITY in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.
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EXHIBIT B
Schedule of Performance
This agreement shall continue in effect until December 31, 2029 unless sooner terminated. Any extension to the agreement shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this agreement.
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EXHIBIT C
Schedule of Fees
Optional services requested by the City will be charged on either by a fixed or a time and material basis. No work shall be performed without prior written approval by the City. Fees for these services are as follow:

Hourly Rate
Principal $325
Programmer $295
Senior Analyst $245
Analyst $195
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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:

Andy Nickerson, President
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City Council
Staff Report

Subject:

Information Technology Infrastructure Services Contract Date:

January 14, 2025
Submitted By:

Brian Graves, Principal IT Analyst
Daniel Choe, Deputy Director of Administrative Services Department:

Administrative Services - IT
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving and Authorizing the City Manager to Execute a Contract for Services with Network Design Associates, Inc.

Background:

Municipalities increasingly rely on technology to drive business operations, enhance customer experience, and maintain competitiveness. Managing all IT infrastructure and security in- house can be costly, complex, and resource intensive. Partnering with a Managed Services Provider (MSP) to obtain assistance where needed offers several compelling benefits, making it a strategic choice for local governments of all sizes.

Maintaining an in-house IT team with diverse expertise to handle any technology issue or challenge that may arise with adequate cross-training can be expensive and often cost prohibitive especially for small to medium-sized cities. MSPs offer access to a talented pool of engineers with in-depth experience in all areas of IT to supplement the skillsets of City IT staff.

MSPs can also ensure that systems are regularly updated, patched, and optimized, reducing vulnerabilities and maintaining peak performance while City IT staff spend more time working on projects and assignments that require in-depth institutional knowledge and expertise.

MSPs are also better equipped to handle certain infrastructure upgrade projects because they perform these upgrades for clients on a regular basis. Since MSPs handle the infrastructure upgrades with regularity, they remain knowledgeable of upgrade plans and procedures and also fixes to common issues that may arise once the upgrade is completed which results in a smoother transition to new technology. It is also very beneficial to partner with an MSP for emergency infrastructure support and security incident response. While these events are rare, they often require a large amount of resources over a prolonged period of time and MSPs can help relieve IT staff and dramatically reduce remediation and recovery times.

Since January 2020, the City has maintained an MSP contract that has proven essential for supporting and upgrading the IT Division’s infrastructure, ensuring the network meets growing demands. The vendor has also assisted City IT staff with infrastructure, enterprise, and business software implementation projects. To sustain this successful partnership, a new Item Number C9.

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contract is needed to continue these critical services and ongoing support.

To secure these services, the City recently issued a Request For Proposals for information technology infrastructure support services which concluded in December of 2024. Eleven proposals were received, reviewed, and scored against criteria including qualifications of staff to support the City’s technology stack, understanding of the requested scope, ability to provide services including on-site support for after-hours emergencies, the vendor’s timeline and approach for providing services, and the cost. After the thorough evaluation based on the evaluation factors, the panel has determined that Network Design Associates, Inc (NDA) is the top ranked vendor to provide services to the City.

Over the next five years, the City has identified numerous projects aimed at improving system availability, performance, security, and service delivery. These include server and storage upgrades, selectively migrating additional infrastructure and services to the cloud, implementing new and improved network security and data privacy tools, bringing a new fire station online, and expanding its advanced traffic management and video management systems to name a few. In addition, multiple enterprise software implementation projects are planned including the implementation of a new document management and retention system and the implementation of an enterprise GIS-centric asset and workflow management system.

Partnering with an MSP will ensure City IT staff can complete these projects on schedule while keeping the technology infrastructure properly maintained.

Staff recommends entering into a five-year agreement, with an initial three-year term and two optional one-year extensions, to support the City’s strategic technology goals. The proposed $694,000 agreement includes up to 800 hours of assistance per year. The attached Resolution (Attachment 1) authorizes the City Manager to execute the Professional Services Agreement with Network Design Associates, LLC for IT Infrastructure Support Services.

Fiscal Impact:

Sufficient funds are available in the Fiscal Year (FY) 2024/25 Operating Budget to cover the cost of the proposed agreement. Funding for future years will be requested during the annual budget process for City Council approval.

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A - Contract For Services
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RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT FOR SERVICES WITH NETWORK DESIGN ASSOCIATES, INC.

WHEREAS, the City of Rocklin seeks to partner with an information technology services provider to obtain information technology infrastructure systems maintenance and support, after-hours emergency support for systems outages and security incident response, and to expedite the completion of technology implementation projects necessary to achieve strategic technology goals; and
WHEREAS, an RFP for information technology infrastructure support services was completed in December 2024. Eleven proposals were evaluated and it was determined that Network Design Associates, Inc. is the top ranked vendor to provide the requested services to the City of Rocklin based on a combination of factors including low comparable cost for services, qualifications of staff to support the City’s technology stack, understanding of the requested scope and ability to provide services in an efficient manner, ability to support the City for after-hours emergencies, and timeline and approach to providing services; and WHEREAS, Pursuant to the Rocklin Municipal Code (RMC) 3.04.070.1 the City Council may approve a contract duration longer than three years for good cause and authorize an exception to the re-bid requirement for good cause; and WHEREAS, the City anticipates the services and support will be needed for a three to five year period due to project load. The Contract for Services therefore includes a three-year term with two optional on-year extensions.

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

Section 1. The City Council of the City of Rocklin approves the contract duration of five years for information technology infrastructure support services, as good cause exists to make an exception to the standard three-year term.

Section 2. The City Council of the City of Rocklin hereby approves and authorizes the City Manager to execute a contract for services with Network Design Associates, Inc., in substantially the form attached hereto as Exhibit “A.”
PASSED AND ADOPTED this 14th day of January, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Jill Gayaldo, Mayor
ATTEST:

Avinta Singh, City Clerk
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City Council
Staff Report

Subject:

Transparency Engagement Advisory Services Contract
Date:

January 14, 2025
Submitted By:

Chad Morris, Captain
Rustin Banks, Chief of Police
Department:

Police
Recommendation:

Background:

Social media plays an integral role in communicating with Rocklin residents and has changed the way the public interacts with law enforcement. As many law enforcement agencies respond by creating an online presence on a variety of popular digital platforms, the Rocklin Police Department takes full advantage of this approach to engage and serve the community.

The department has leveraged social media over the past several years to engage with the community with public service announcements, recruiting efforts, and up-to-date information about critical incidents or emergent situations.

The Rocklin Police Department has successfully partnered with Cole Pro Media, Corp to provide transparency engagement and crisis communication advisory services for the past two years, and would like to continue this valuable partnership for another year. Cole Pro Media, Corp specializes in transparency engagement and crisis communications advisory services, empowering law enforcement agencies to communicate directly, honestly, and effectively with their community through clear, unfiltered information. In addition, Cole Pro Media, Corp services include vital 24/7 access to consultants during critical or emergent incidents as well as accessible seven days a week to provide training, advising, or work product.

Cole Pro Media, Corp works mainly with law enforcement, district attorneys, and government agencies in California and has the subject matter expert knowledge, understanding and a familiarity with law enforcement culture, and their extensive procedures. More than 26 law enforcement agencies contract with Cole Pro Media, Corp in navigating their social media and communications with the public.

Item Number C10.

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Staff has negotiated a fee of $2,000 per month for transparency and media consultant services, which includes bi-monthly communication strategy sessions, trainings on latest trends in social media, content, photography, best practices for handling critical incident, media releases, and crisis communications as well as writing high-profile news releases when necessary.

Although this is a new contract for a one-year term for a not to exceed amount of $24,000, the Police Department staff wanted to continue to use the same Consultant’s services for a third year in row, without starting over with a new procurement process to find a new Consultant for these services. Therefore, this new one-year contract is effectively an amendment to extend the previous two years of agreements with the Consultant through a third year. Since the total compensation for the three years of the same Consultant’s services exceeds $50,000, City Council approval of the Agreement is required.

Fiscal Impact:

The total amount of the contract is $24,000 for one year, January through December. Half of the funds are budgeted in the Fiscal Year (FY) 2024/25 Operating Budget, and the Department will budget for remaining funding in the FY 2025/26 Operating Budget.

ATTACHMENTS:

1. Resolution

2. Exhibit A 2025-26 Cole Pro Media Corp Contract
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Resolution No. 2025- January 14, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

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

APPROVING A CONTRACT FOR PROFESSIONAL SERVICES WITH

COLE PRO MEDIA, CORP FOR TRANSPARENCY ENGAGEMENT ADVISING,

AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT

AND SUBSEQUENT AMENDMENTS
WHEREAS, Social media plays an integral role in providing the public with real- time information; and
WHEREAS, the Rocklin Police Department desires to continue to leverage social media as a transparent communication tool while maintaining a positive active presence on multiple digital platforms, including Facebook, X, and Instagram. The Department shares vital information to the citizens of Rocklin about the department, public service announcements, emergent incidents, and crime statistics; and WHEREAS, Cole Pro Media, Corp specializes in transparency engagement and crisis communications, empowering law enforcement agencies to communicate directly, honestly, and effectively with their community by providing clear, unfiltered information through social media platforms and news releases; and
WHEREAS, the Police Department has contracted with Cole Pro Media, Corp for two consecutive years at $24,000 per year. A third contract award of $24,000 would exceed the City Manager’s Authority of $50,000 if all three years are aggregated; and WHEREAS, staff recommends that the City Council authorize the City Manager to sign the Agreement and additionally, authorize the City Manager to approve and sign future amendments up to a maximum of an additional $5,000 annually, provided that the amendments are 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.

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

Section 1. The City Council of the City of Rocklin hereby approves and authorizes the City Manager to execute a Contract for Services, substantially in the form attached hereto as Exhibit A and by this reference incorporated herein.

Section 2. The City Council of the City of Rocklin hereby authorizes the City Manager to approve and sign future amendments up to a maximum of an additional $5,000, provided that the amendments are 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.
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Resolution No. 2025- January 14, 2025 Page 2 of 2
1 PASSED AND ADOPTED this 14th day of January, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
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COLE PRO MEDIA, CORP Page 1 of 16

TRANSPARENCY CONSULTING

CONTRACT FOR SERVICES
THIS CONTRACT is effective as of January 1, 2025 by and between the CITY OF ROCKLIN a municipal corporation (“City”), andCOLE PRO MEDIA, CORP (“Contractor”), who mutually agree as follows:

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 total sum of TWENTY-FOUR THOUSAND DOLLARS ($24,000). 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.

TRANSPARENCY CONSULTING
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.

4. TERM OF CONTRACT
A. This Agreement shall become effective as of January 1, 2025, upon execution by both parties, and shall continue in effect until December 31, 2025 unless sooner terminated as provided herein.

If City gives such notice, Contractor shall immediately suspend its activities under this Agreement. 226
Contract for Services
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TRANSPARENCY CONSULTING
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.

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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.

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.

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performance of Contractor’s obligations under this Agreement. Neither party shall be 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.

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.

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 229
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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.

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.

TRANSPARENCY CONSULTING

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.
iv. Professional Liability (Errors and Omissions): Insurance appropriate to the Contractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Professional liability coverage shall extend for at least five years after completion of the Contractor’s services under this Agreement.

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 231
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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.

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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 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.

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

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 233
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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 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.

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.

City: City of Rocklin
Police Department/Rustin Banks
4080 Rocklin Road
Rocklin, CA 95677

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

Contractor: Laura Deason, President
Cole Pro Media, Corp
6278 N Federal Hwy #9
Fort Lauderdale, FL 33308

TRANSPARENCY CONSULTING
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 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.

/ / Signatures on the following page
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CONTRACTOR
By: ________________________________
Laura Deason, Chief Executive Officer

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

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

By: ____________________________________
Crystal Hodgson, Assistant City Attorney
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EXHIBIT A
Scope of Work
Task 1: Regular, bi-monthly two-hour communication strategy training session.

Contractor shall conduct bi-monthly two-hour communication strategy sessions with the designated City’s Police Department (PD) staff. Trainings will be onsite when possible, and via teleconference or videoconference (Zoom or Teams for example) when onsite trainings are not possible. The training, advising, and work product shall include:
 Focus on the best ways to handle difficult topics with the community with emphasis on transparency.
 Write high-profile transparency news releases and talking points for the Police Department (PD) when necessary.
 Best practices to deal with transparency, timelines, key messages, and social media posts.
 Best practices to handle critical incidents, media related issues, and crisis communicated issues with a strong emphasis on transparency.
 The Advisor shall help with transparency news releases, transparency social media posts, transparency talking points, and press questions when an incident or situation occurs.
 A bi-monthly, two-hour communication strategy session that focuses on community outreach, with a strong emphasis on social media.
 Keep the PD up to date with best practices and platforms to engage the community in a transparent way.
 Teach the PD Social Media Team the latest trends in social media for transparency.The advisor will monitor and provide content for City’s social media platforms.  Teach the PD what types of content to look for, how to capture great pictures and video, and how to write stories in a way that creates community engagement with a strong focus on transparency.
 Help brand larger, long-term campaigns and writing communications plans with an emphasis on transparency.

Task 2: Other training sessions.

Contractor will provide other transparency engagement training sessions as needed for the PD.

Task 3: On-Call Assistance.

Contractor shall make a Transparency Engagement Advisor available seven days a week, including holidays via cell phone, email, or in-person as needed to work on transparency engagement issues.
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EXHIBIT B
Schedule of Performance
This contract will remain in effect from January 1, 2025, until December 31, 2025. 238
Contract for Services

EXHIBIT C
Schedule of Fees
City shall pay Contractor a fixed rate of $2,000 a month for services rendered under this Agreement. Total compensation due under this Contractshall not exceed $24,000.Payment shall be sent to 6278 N Federal Hwy #9, Fort Lauderdale, FL 33308 and made payable to COLE PRO MEDIA, CORP.

Additional Expenses
Transparency Engagement Advisor shall not incur any outside expenses on behalf of the City, such as the costs of legal and accounting fees, unless such expenses have been specifically authorized by the City in writing in advance. The parties may need to execute an amendment to this Agreement in order for the City to agree to pay for additional expenses if the costs of such additional expenses would cause the amount due under this Agreement to exceed the limit in Section 2 (A) of this Agreement. If the City approves any outside expenses, then the City shall reimburse Transparency Engagement Advisor for such.

Payment
City shall pay Contractor for all services rendered pursuant to this Contract as set forth in Exhibits A and C, titled Scope of Work and Schedule of Fees, attached hereto and in accordance to the terms outlined in Section 2 Compensation.

Invoices
Invoices for payment shall be provided to the City monthly, or within 30 calendar days of the final service date, or by July 15 whichever is sooner. The City will review, approve, and pay all valid invoices within 30 days of receipt.

Invoices for payment will be submitted by email or mail to the following addresses, will be on the Contractor’s letterhead, and will include the remittance address, a unique invoice number, a detailed list of expenses with dollar amounts and supporting documentation, if requested.

Email address:

[email protected]
Mailing address:

City of Rocklin Police Department
Attn: Accounts Payable
4080 Rocklin Road
Rocklin, CA 95677
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CONTRACTOR
By:

Laura Deason, Chief Executive Officer
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City Council
Staff Report

Subject:

Lighting & Landscape Maintenance District No. 2 - Landscape Services Bid Award
Date:

January 14, 2025
Submitted By:

Rick Lawrence, Public Works Manager
Justin Nartker, Public Works Director
Department:

Public Works
Recommendation:

Background:

On January 25, 2022, the City Council approved a landscape services agreement for the Landscape & Lighting Maintenance District No. 2 (L&L2) (Resolution No. 2022-22). The agreement was awarded to PRIDE Industries One, Inc. for a period of ten (10) months and two (2) years and expired on December 31, 2024.

With the contract expiring on December 31, 2024, staff solicited bids for the 2025 L&L2 Landscape Services on City-Owned Pocket Parks, Streets, and Right-of-Ways. The landscape areas in the L&L2 area include pocket parks, streets, and right-of-ways totaling approximately 899,065 square feet. The bid is for landscape services for a 3.5 year period (January 1, 2025, to June 30, 2028).

This project is funded through the L&L2 Fund (235) and is included as part of the Fiscal Year (FY) 2024/25 Operating Budget, which was approved by the City Council on June 25, 2024.

The bid for 2025 L&L2 Landscape Services on City-Owned Pocket Parks, Streets, and Right- of-Ways Project was advertised on October 18, 2024, and October 25, 2024, with the bid opening on Tuesday, November 12, 2024. Five (5) bids were received from the following (see Attachment 3):

CONTRACT

BID AMOUNT
Pride Industries One, Inc. (Roseville)
$1,078,878.00
Elite Maintenance & Tree Services
(Bakersfield)
$1,177,775.15
Item Number C11.

241
Landscape & Tree Company (Roseville)
$1,213,737.75
Brightview Landscape Services, Inc. (Rocklin)
$1,348,597.50
Dominguez Landscape (Sacramento)
$1,537,401.15

Staff has reviewed the bids for sufficiency, determined that they are responsive, and determined that Pride Industries One, Inc. submitted the lowest responsible bid. Staff recommends that the City Council award the contract to Pride Industries One, Inc in the amount of $1,078.878.00.

The first period of the agreement will be for eighteen (18) months (January 1, 2025 - June 30, 2026), followed by two (2) twelve-month periods (July 1, 2026 - June 30, 2027, and July 1, 2027 - June 30, 2028). This contract is based on a price per square foot and allows for the addition or deletion of square footage and/or trash cans via change order as subdivisions, roadways, and parks are added or removed from the City’s inventory.

The resolution also establishes the City Manager’s change order authority under the Agreement and accordingly, the City Manager is authorized to approve change orders that add, increase, delete, or reduce square footage of the areas within the City where services must be provided, and may authorize adding, increasing, deleting, or reducing the number of trash cans serviced under the Contract for Services with PRIDE Industries One, Inc. as the City increases/decreases the landscape and park maintenance areas during the term of the Contract, provided that funds have been appropriated for such services.

Environmental Analysis:

The City of Rocklin’s Environmental Coordinator has 2025 L&L2 Landscape Services on City- Owned Pocket Parks, Streets, and Right-of-Ways project and determined that it falls under the previously approved Notice of Exemption for the Citywide Mow Services projects (Resolution No. 2019-136). As such, the project is exempt from review under the California Environmental Quality Act (CEQA) pursuant to California Code of Regulations Section 15301.

Fiscal Impact:

There is no additional fiscal impact. This project is included in the Fiscal Year 2024/25 Operating Budget for the Lighting & Landscape Maintenance District No. 2 Fund (235).

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A - Contract for Services

3. Bid Summary
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1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
AWARDING THE CONTRACT FOR THE 2025 L&L2 LANDSCAPE

SERVICES ON CITY-OWNED POCKET PARKS, STREETS, AND
RIGHT-OF-WAYS TO PRIDE INDUSTRIES ONE, INC. AND

AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT
WHEREAS, the City has a need for landscape services on City-Owned Light & Landscape District (L&L2) pocket parks, streets, and Right-of-Ways ends and the most recent contract for such services expired on December 31, 2024; and WHEREAS, the invitation for bids for the 2025 L&L2 Landscape Services on City-Owned Pocket Parks, Streets, and Right-of-Ways was advertised on November 1, 2024, and November 8, 2024, with the bid opening on Thursday, November 21, 2024; and
WHEREAS, Five (5) bids were received, and the lowest responsive and responsible bid was submitted by PRIDE Industries One, Inc., in the amount of $1,078,878. Staff recommends that the contract for the project be awarded to PRIDE Industries One, Inc.; and
WHEREAS, the contract for landscape services with PRIDE Industries One, Inc. will be for a term of three (3) years and six (6) months, based on price per square foot, with the allowance for the addition/deletion of square footage via change order; and WHEREAS, the cost for these landscape services is included in the Fiscal Year (FY) 2024/25 budget and the project is funded through Lighting & Landscape Maintenance District No. 2 (L&L2) Funds (235);
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 Council awards the contract for the 2025 L&L2 Landscape Services on City-Owned Pocket Parks, Streets, and Rights-of-Way to PRIDE Industries One, Inc., in the amount of $1,078,878, and the City Manager is hereby authorized to execute the Contract for Services with PRIDE Industries One, Inc., in substantially the form attached hereto as Exhibit “A.”
Section 3. The City Council hereby establishes the City Manager’s change order authority under the Agreement and accordingly, the City Manager is authorized to change orders that add, increase, delete, or reduces square footage of the areas within the City where services must be provided, and may authorize adding, increasing, 243
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1 deleting, or reducing the number of trash cans serviced under the Contract for Services with PRIDE Industries One, Inc. as the City increases/decreases the landscape and park maintenance areas during the term of the Contract, provided that funds have been appropriated for such services.

PASSED AND ADOPTED this 14th day of January, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:
____________________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
244

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Rocklin City Council
January 14, 2025