Agenda packet — City Council and Concurrent Authorities, June 14, 2022 (part 1 of 9)

City Council/Successor Agency to the
Redevelopment Agency/Public
Financing Authority/Parking Authority
Concurrent
City of Stockton
Meeting Agenda - Final
City Council/Successor
Agency of the
Redevelopment
Agency/Public Financing
Authority/Parking Authority
Concurrent Agenda
Kevin J. Lincoln II (At Large) Mayor/Chair
Christina Fugazi (District 5) Vice Mayor/Vice Chair
Sol Jobrack (District 1)
Daniel R. Wright (District 2)
Paul Canepa (District 3)
Susan Lenz (District 4)
Kimberly Warmsley (District 6)
Council Chamber, City Hall, 425 N. El Dorado
Street, Stockton CA
Tuesday, June 14, 2022 4:00 PM
Closed Session 4:00 PM :: Regular Session 5:30 PM

1. CLOSED SESSION CALL TO ORDER/ROLL CALL

2. ADDITIONS TO CLOSED SESSION AGENDA

3. ANNOUNCEMENT OF CLOSED SESSION

3.1 22-0515 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Number of Cases: Two
Name of Case: Fire Fighter Engineer Robert Forster, (Workers’ Compensation Appeals Board Case No. ADJ
unassigned)
Name of Case: Kurt Wilson v. City Council of Stockton, et al. (San Joaquin County Superior Court Case No.

STK-CV-UVM-2019-12404)
This Closed Session is authorized pursuant to section 54956.9(a) of the Government Code.

Department: City Attorney

3.2 22-0516 CONFERENCE WITH LABOR NEGOTIATOR
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Meeting Agenda - Final
Recommended Action: Agency Designated Representative: City Manager Harry Black Employee Organizations: Unrepresented Units, Stockton City Employees' Association, Operating Engineer's Local 3, Mid-Management/Supervisory Level Unit, Unrepresented Management/Confidential, Law Department, Stockton Police Management Association, Stockton Firefighters Local 456 International Association of Firefighters, Stockton Fire Management, Stockton Police Officers' Association (SPOA)
This Closed Session is authorized pursuant to section 54957.6(a) of the Government Code.

Department: City Attorney

3.3 22-0517 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Manager
This Closed Session is authorized pursuant to Government Code section 54957.

Department: City Attorney

3.4 22-0518 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Attorney
This Closed Session is authorized pursuant to Government Code section 54957.

Department: City Attorney

3.5 22-0519 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Clerk
This Closed Session is authorized pursuant to Government Code section 54957.

Department: City Attorney

3.6 22-0520 CONFERENCE WITH LEGAL COUNSEL - POTENTIAL LITIGATION Number of Cases: One
Based on existing facts and circumstances, there is significant exposure to litigation pursuant to Government Code section 54956.9(b).

Department: City Attorney

4. CLOSED SESSION PUBLIC COMMENT*
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5. RECESS TO CLOSED SESSION

6. REGULAR SESSION CALL TO ORDER/ROLL CALL

7. INVOCATION/PLEDGE TO FLAG

8. REPORT OF ACTION TAKEN IN CLOSED SESSION

9. ADDITIONS TO REGULAR SESSION AGENDA***

10. RECOGNITIONS, ANNOUNCEMENTS, OR REPORTS

11. PUBLIC COMMENTS* – MATTERS NOT ON THE AGENDA

12. CONSENT AGENDA

12.1 22-0290 AUTHORIZE AGREEMENTS WITH MUNICIPAL ADVISOR FIRMS TO

ESTABLISH A POOL FOR THE ISSUANCE OF MUNICIPAL DEBT

AND FOR INDEPENDENT REGISTERED MUNICIPAL ADVISOR

SERVICES
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Authorize the City Manager to execute agreements with three municipal advisor firms for the purpose of forming a vendor pool to issue bonds and other municipal debt instruments for the financing of capital facilities and infrastructure, and the refinancing of existing debt issuances. The term of the contracts are five years with no option to extend.

2. Authorize the City Manager to include in the executed agreement with Del Rio Advisors, LLC, a section pertaining to them acting as the City's Independent Registered Municipal Advisor, for a term of five years with no option to extend.

3. Authorize the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the motion.

Department: Administrative Services
Attachment A - Del Rio Advisors, LLC
Attachment B - Fieldman Agreement
Attachment C - KNN Agreement
Attachments:

12.2 22-0546 CONSIDERATION OF AN ORDINANCE AMENDING TITLE 8, CHAPTER 8.92, SECTIONS 8.92.010 AND 8.92.090 AND ADDING City of Stockton Page 3 Printed on 6/8/2022
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SECTIONS 8.92.140 AND 8.92.150 OF THE STOCKTON MUNICIPAL

CODE RELATING TO ADMINISTRATIVE PENALTIES FOR

UNLAWFUL FIREWORKS AND STRICT LIABILITY FOR THE

UNLAWFUL IGNITION, USE, DISCHARGE, OR DISPLAY OF

FIREWORKS BY OTHER PERSONS
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt an urgency ordinance amending Title 8, chapter 8.92 Section 8.92.010 and 8.92.090 and adding sections 8.92.140 and 8.92.150 of the Stockton Municipal Code relating to administrative penalties for unlawful fireworks and strict liability for the unlawful ignition, use, discharge, or display of fireworks by other persons.

Department: City Attorney
Attachment A - Proposed Social Host Ordinance (redline) Attachment B - Administrative Penalties in Select Jurisdictions Proposed Social Host Ordinance (clean)
Attachments:

12.3 22-0593 APPROVAL OF CITY COUNCIL MINUTES
Recommended Action: RECOMMENDATION
Approve the minutes from the City Council meeting of April 19, 2022 and the Special City Council meeting May 3, 2022
Department: City Clerk
Attachment A – 2022-04-19 Minutes
Attachment B – 2022-05-03 Minutes
Attachments:

12.4 21-0329 AUTHORIZE A FAÇADE IMPROVEMENT FORGIVABLE LOAN FOR $109,316 TO PRICE RITE RESTAURANT EQUIPMENT FOR
PROPERTY LOCATED AT 706 EAST WEBER AVENUE
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution:

1. Authorizing a Fa�ade Improvement Forgivable Loan to Price Rite Restaurant Equipment for property located at 706 East Weber Avenue in the amount of $109,316.

2. Authorizing the City Manager, or designee, to take all actions necessary and appropriate to carry out the purpose and intent of the resolution.

Department: Economic Development
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Meeting Agenda - Final
Attachment A - Vicinity Map
Attachment B - Property Photos
Attachment C - Renderings
Proposed Resolution - Facade 706 East Weber Avenue
Attachments:

12.5 22-0449 ADOPT A RESOLUTION TO APPROVE AN AMENDMENT TO THE 2020-2024 CONSOLIDATED PLAN, AND AN AMENDMENT TO THE
2021-2022 ANNUAL ACTION PLAN, AND ACCEPT AND

APPROPRIATE THE HOME INVESTMENT PARTNERSHIP

PROGRAM (HOME-ARPA) AMERICAN RECOVERY

SUPPLEMENTAL ACT FUNDING FOR ACTIVITIES TO MITIGATE
AND CONTAIN THE SPREAD OF COVID-19
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Amend the 2020-2024 Consolidated Plan, 2021-2022 Annual Action Plan,

2. Approve and accept the HOME-ARPA funding allocation of $6,380,677,

3. Approve and authorize the execution of the HOME-ARPA Standard Agreement, and any associated documents, with the Department of Housing and Urban Development (HUD) to accept grant funding; and,

4. Authorize the City Manager, or designee, to appropriate grant funds and to take necessary actions to carry out the purpose and intent of this resolution.

Department: Economic Development
Attachment A - Resolution No. 2022-04-05-1602
Proposed Resolution - HOME ARP
Exhibit 1 - HOME- ARP
Attachments:

12.6 22-0511 APPROVE A MOTION TO JUSTIFY EXCEPTION TO THE

COMPETITIVE BID PROCESS AND ENTER INTO SERVICE

AGREEMENTS WITH EMPOWER RETIREMENT, LLC, FOR

INVESTMENT AND RECORDKEEPING ADMINISTRATION
SERVICES FOR THE 457(B), 457(B) PART-TIME, TEMPORARY,
SEASONAL, AND 401(A) DEFERRED COMPENSATION PLANS
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Meeting Agenda - Final
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve entering into the service agreements with Empower Retirement, LLC, for investment and recordkeeping administration services for the 457(b), 457(b) Part-Time, Temporary, Seasonal employees, and 401(a) Deferred Compensation Plans;

2. Authorize the City Manager to execute one-year service agreements with the option of two (2), one (1) year extensions, for investment and recordkeeping administration services; and

3. Approve findings pursuant to Stockton Municipal Code 3.68.070 in support of an exception to the competitive bidding process.

It is also recommended that the City Manager be authorized to take necessary and appropriate actions to carry out the purpose and intent of the motion.

Department: Human Resources
Attachment A - 401(a) Plan
Attachment B - 457(b) Deferred Comp Plan
Attachment C - 457(b) Part-Time Deferred Comp Plan
Attachments:

12.7 22-0468 ADOPT A RESOLUTION APPROVING SUBMITTAL OF A GRANT

APPLICATION TO THE DEPARTMENT OF WATER RESOURCES

DELTA WATER QUALITY AND FISH FACILITIES PROGRAM
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution approving submittal of a grant application to the Department of Water Resources for the Delta Water Quality and Fish Facilities Program.

It is also recommended that the City Manager be authorized to take all necessary and appropriate actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities
Attachments: Proposed Resolution

12.8 22-0473 AWARD A PROFESSIONAL SERVICES AGREEMENT TO GEOSYNTEC CONSULTANTS, INC. TO PERFORM A

GEOTECHNICAL INVESTIGATION FOR THE DELTA WATER

TREATMENT PLANT GROUNDWATER RECHARGE PROJECT
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Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the filing of a Notice of Exemption No. NOE 16-22 under the California Environmental Quality Act (CEQA) for the geotechnical Investigation, (Exhibit 1 to the Resolution).

2. Approve findings pursuant to Stockton Municipal Code section 3.68.070 which support and justify an exception to the competitive bidding process.

3. Award a Professional Services Agreement to Geosyntec Consultants, Inc. of Rancho Cordova, CA in the not-to-exceed amount of $538,303 to perform a geotechnical investigation and complete a hydrogeologic characterization report for the Delta Water Treatment Plant Groundwater Recharge Project.

It is also recommended that the City Manager be authorized to take all appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities
Proposed Resolution
Exhibit 1 - NOE16-22
Exhibit 2 - Professional Services Agreement
Attachments:

12.9 22-0475 APPROVE ONE-YEAR EXTENSION TO MEMORANDUM OF

UNDERSTANDING BETWEEN THE ANIMAL PROTECTION LEAGUE
AND THE CITY OF STOCKTON IN THE AMOUNT OF $1,590,472
Recommended Action: RECOMMENDATION
It is recommended that City Council approve a motion to:

1. Authorize the City Manager to renew the Memorandum of Understanding (MOU) between the Animal Protection League and the City of Stockton, by executing a one-year extension, at a cost of $1,590,472.

It is further recommended that the City Manager be authorized and directed to make any and all expenditures and appropriations on behalf of the City as appropriate and necessary to carry out the purpose and intent of this motion.

Department: Police
Attachment A - MOU Amendment 3
Attachment B - Animal Protection League - MOU
Attachment C - MOU Amendment 1
Attachment D - MOU Amendment 2
Attachments:

12.10 22-0466 APPROVE MOTION TO AWARD A SERVICE CONTRACT FOR City of Stockton Page 7 Printed on 6/8/2022
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Meeting Agenda - Final

EMERGENCY ON-CALL TREE SERVICES
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Approve the specifications for Emergency On-Call Tree Services, Project No. OM-22-051.

2. Award a three-year Service Contract in the amount of $604,800 ($201,600 annually) to West Coast Arborists, Inc. of Stockton, CA, for Emergency On-Call Tree Services, Project No. OM-22-051.

3. Authorize the City Manager to execute up to two optional one-year extensions to the original term of the Service Contract, in the amount of $201,600 annually, for a total contract amount of $1,008,000.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Public Works
Attachments: Attachment A - Contract for Services

12.11 22-0391 ADOPT RESOLUTION TO AUTHORIZE THE RECTANGULAR RAPID

FLASHING BEACON INSTALLATION PROJECT
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the Notice of Exemption No. NOE43-19 under the California Environmental Quality Act for the Rectangular Rapid Flashing Beacon Installation, Project No. WT19004/Federal Project No. HSIPL-5008(185).

2. Approve the plans and specifications for the Rectangular Rapid Flashing Beacon Installation, Project No. WT19004/Federal Project No.

HSIPL-5008(185).

3. Transfer funds in the amount of $59,435 from the Wilson Way Bridge Slope Protection, Project No. WT18021, to the Rectangular Rapid Flashing Beacon Installation, Project No. WT19004/Federal Project No.

HSIPL-5008(185).

4. Award a Construction Contract in the amount of $245,946 to Construction H, Inc. of San Pablo, CA, for the Rectangular Rapid Flashing Beacon Installation, Project No. WT19004/Federal Project No.

HSIPL-5008(185).

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

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Department: Public Works
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Notice of Exemption
Exhibit 2 - Construction Contract
Attachments:

12.12 22-0401 APPROVE MOTION TO AWARD A SERVICE CONTRACT FOR CITY

OF STOCKTON CUSTODIAL SERVICES
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Award a multi-year Service Contract through June 30, 2027, in the amount not to exceed $5,147,404.59, to Imperial Maintenance Services, Inc. of Stockton, CA, for City of Stockton Custodial Services, Project No.

OM-22-005.

2. Authorize the City Manager to execute two optional one-year extensions to this Service Contract upon completion of the original term, in the amount not to exceed $2,275,148.40, for a total amount of $7,422,552.99.

3. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Department: Public Works
Attachment A - Contract - Imperial Maintenance
Attachment B - Financial Breakdown - Baseline
Attachment C - Financial Breakdown - Optional Extensions Attachments:

12.13 22-0404 ADOPT RESOLUTION TO AUTHORIZE THE CRACK SEALING

VARIOUS STREETS PROJECT
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Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve Notice of Exemption No. NOE3-22 under the California Environmental Quality Act for the Crack Sealing Various Streets, Project No. WT22003.

2. Approve the plans and specifications for the Crack Sealing Various Streets, Project No. WT22003.

3. Award a Construction Contract in the amount of $224,800 to Pavement Coatings Co. of Sacramento, CA, for the Crack Sealing Various Streets, Project No. WT22003.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Notice of Exemption No. 3-22
Exhibit 2 - Construction Contract
Attachments:

12.14 22-0405 THE FISCAL YEAR 2022-23 PROJECT LIST FOR THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 (SB1) AND

SUBMITTAL OF REPORTS TO THE CALIFORNIA

TRANSPORTATION COMMISSION
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the Fiscal Year 2022-23 project list for the Road Repair and Accountability Act of 2017 (SB1).

2. Approve submittal of reports to the California Transportation Commission related to the Road Repair and Accountability Act of 2017 (SB1).

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Attachment A - Approved FY 2021-22 Project List
Proposed Resolution
Exhibit 1 - RMRA Project List FY 2022-23
Attachments:

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13. ADMINISTRATIVE MATTERS

14. UNFINISHED BUSINESS

15. NEW BUSINESS

15.1 22-0469 APPROVAL OF THE DRAFT MOSSDALE TRACT ENHANCED

INFRASTRUCTURE FINANCING DISTRICT INFRASTRUCTURE

FINANCING PLAN
Recommended Action: RECOMMENDATION
It is recommended that City Council adopt a Resolution approving the Draft Mossdale Tract Enhanced Infrastructure Financing District (EIFD) Infrastructure Financing Plan (IFP).

Department: City Manager
Attachment A - Mossdale Tract EIFD - Financing Plan
Proposed Resolution - Mossdale Tract EIFD IFP

15.1 - PPT - Mossdale Tract EIFD IFP
Attachments:

15.2 22-0451 ADOPT AN ORDINANCE AMENDING STOCKTON MUNICIPAL CODE TITLE 8, CHAPTERS 8.04 COLLECTION OF SOLID WASTE,
RECYCLABLE MATERIALS, AND GREEN WASTE AND 8.28

CONSTRUCTION AND DEMOLITION DEBRIS WASTE REDUCTION
Recommended Action: RECOMMENDATION
It is recommended that the City Council:

1. Adopt an Ordinance amending Stockton Municipal Code Title 8, Chapters 8.04 (Collection of Solid Waste, Recyclable Materials, and Green Waste) and 8.28 (Construction and Demolition Debris Waste Reduction) to ensure compliance with Senate Bill 1383.

2. Authorize the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the Ordinance adopted by Council.

Department: Public Works
Attachment A - Proposed Ordinance (Redline)
Proposed Ordinance (Clean)

15.2 - PPT - SB 1383 Ordinance
Attachments:

15.3 22-0303 ADOPT RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT AREA 2 OF
THE CITY OF STOCKTON COMMUNITY FACILITIES DISTRICT NO.
2018-2 (WESTLAKE VILLAGES II), APPROVE AND DIRECT THE
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EXECUTION OF A FISCAL AGENT AGREEMENT, APPROVE THE

FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVE SALE

OF SUCH BONDS, AND APPROVE OTHER RELATED DOCUMENTS

AND ACTIONS
Recommended Action: RECOMMENDATION
It is recommended that City Council adopt a resolution to authorize the issuance and sale of Special Tax Bonds, payable from Special Taxes, for and on behalf of Improvement Area 2 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) in the estimated amount of $10,625,000 (not-to-exceed $12,500,000), and direct the execution of a Fiscal Agent agreement, approve the bond sale, and approve all necessary actions and documents in connection with the issuance.

Department: Administrative Services
Attachment A - Docs being Approved and Terms Used
Proposed Resolution - Issuance Westlake II IA2
Exhibit 1 - 2022 Fiscal Agent Agreement
Exhibit 2 - Bond Purchase Agreement
Exhibit 3 - Preliminary Official Statement

15.3 - PPT - CFD 2018-2 - Westlake Villages II IA 2
Attachments:

15.4 22-0578 ACCEPT THE FISCAL YEAR 2021-22 SECOND QUARTER BUDGET

STATUS UPDATE AND AUTHORIZE BUDGET AMENDMENTS
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Accept this budget status report on the financial results for the Second Quarter of Fiscal Year (FY) 2021-22, and

2. Authorize five budget amendments shifting General Fund support from the Recreation Fund to the Golf Fund, transferring the budget for the maintenance of VanBuskirk from the Community Services Department Golf Fund to the Public Works Department General Fund, increasing the Tax Collection budget, appropriating fund balance to the Other Benefits Fund, and appropriate from PFF Street Improvements fund balance to Thornton Rd/Hammer Left Turn Lanes project WT15018.

It is further recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of the resolution.

Department: Administrative Services
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Attachment A - FY 2021-22 Second Quarter Budget Update
Attachment B - FY 2021-22 Second Quarter Revenues
Attachment C - FY 2021-22 Second Quarter Other Fund
Proposed Resolution - FY 2021-22 Second Quarter Update

15.4 - PPT - FY 2021-22 Second Quarter Budget Update
Attachments:

15.5 22-0543 HOMELESS HOUSING, ASSISTANCE AND PREVENTION (HHAP) GRANT PROGRAM ROUND 3 DISCUSSION
Recommended Action: RECOMMENDATION
Information only. No action is to be taken.

Department: Economic Development
Attachments: 15.5 - PPT - HHAP Round 3

15.6 22-0545 ADOPT A RESOLUTION AUTHORIZING THE CITY TO APPLY FOR A

GRANT AWARD FROM THE COUNTY OF SAN JOAQUIN TO

ACQUIRE AND DEVELOP A LOW-BARRIER SHELTER PROGRAM

FOR HOMELESS INDIVIDUALS
Recommended Action: RECOMMENDATION
It is recommended that the City Council consider adopting a resolution to:

1. Authorize the City Manager to submit a request for, and accept, a one-time capital grant through the County of San Joaquin in the amount of $8,116,629 to support the creation of a low-barrier shelter program for homeless individuals.

2. Authorize an additional request to the County of San Joaquin of $1,371,450 to support the gap in operational funding for the first two years of operation.

3. Upon approval from the County, authorize the appropriation of $3,600,000 of American Rescue Plan Act funds, and total County grant funds, to the Salvation Army of Stockton for daily costs associated with operating a 125-bed shelter and capital project needs.

4. Authorize the City Manager, or designee, to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Economic Development
Attachment A - Salvation Army Application
Proposed Resolution - Low-Barrier Shelter

15.6 - PPT - Low Barrier Shelter Beds
Attachments:

15.7 22-0579 APPOINTMENT TO THE STOCKTON CIVIL SERVICE/EQUAL

EMPLOYMENT COMMISSION
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Recommended Action: RECOMMENDATION
Adopt a resolution appointing one member to the Civil Service Commission/Equal Employment Commission for a term commencing immediately and ending June 30, 2025.

Department: City Clerk
Attachment A - Redacted Applications
Proposed Resolution - CSC Appointment
Attachments:

16. HEARINGS**

16.1 22-0436 ADOPT THE BUDGET FOR THE FISCAL YEAR 2022-23 CENTRAL

STOCKTON LIGHTING MAINTENANCE ASSESSMENT DISTRICT
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Recommended Action: RECOMMENDATION
This public hearing is to consider public comments and testimony regarding the Fiscal Year (FY) 2022-23 Central Stockton Lighting Maintenance Assessment District (District) Annual Engineer's Report, budget, and levy of assessments.

After the public hearing, if owners of more than 50 percent of the area of assessable lands within the District have not protested the proposed levy of annual maintenance assessments, it is recommended that the City Council adopt a resolution to:

1. Overrule any and all protests or objections (including all written protests not withdrawn in writing before the conclusion of the public hearing) to the proposed levy of assessments in the District in each zone.

2. Approve and adopt the District's Annual Engineer's Report for the FY 2022-23 containing the budget for each zone and confirm and levy the assessments for each zone as set forth in the Annual Engineer's Report.

3. Certify that the special assessment(s), fee(s), or charge(s) to be placed on the FY 2022-23 Secured Property Tax bill by the City of Stockton are certified to meet the requirements of Proposition 218 that added Articles XIIIC and XIIID to the California State Constitution.

4. Confirm that the assessments of the annual amount of costs and expenses for the maintenance and operation of the improvements upon the assessable lands in the District, as contained in the Annual Engineer's Report, shall be levied and collected for FY 2022-23. The assessments are in compliance with all laws pertaining to the levy of the annual assessment (State of California Streets and Highways Code Section 22500). The assessments are levied without regard to property valuation.

The purpose of the assessments is to pay the costs and expenses for administration, maintenance, and operation of the Central Stockton Lighting Maintenance Assessment District, Zone 4, Oxford Manor.

5. Authorize the City Manager or designee, on behalf of the City Clerk, to file the assessments or a copy thereof certified by the City Clerk with the San Joaquin County Auditor and cause the assessments to be entered on the 2022-23 tax roll for the parcels in the District, Zone 4, Oxford Manor, as set forth in the Annual Engineer's Report on file with the City Clerk.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
Attachment A - Map of Lighting District
Attachment B - Proposed FY 2022-23 Budget
Proposed Resolution

16.1 - PPT - Lighting Maintenance Assessment Dist
Attachments:

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16.2 22-0437 ADOPT THE BUDGET FOR THE FISCAL YEAR 2022-23 STOCKTON

CONSOLIDATED LANDSCAPE MAINTENANCE ASSESSMENT
DISTRICT NO. 96-2
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Recommended Action: RECOMMENDATION
This public hearing is to consider public comments and testimony regarding the Fiscal Year (FY) 2022-23 Stockton Consolidated Landscape Maintenance Assessment District No. 96-2 (Consolidated Landscape District) Annual Engineer's Report, budget, and levy of assessments.

After the public hearing, if owners of more than 50 percent of the area of assessable lands within the Consolidated Landscape District have not protested the proposed levy of annual maintenance assessments, it is recommended that the City Council adopt a resolution to:

2. Approve and adopt the Consolidated Landscape District's Annual Engineer's Report for the FY 2022-23 containing the budget for each zone and confirm and levy the assessments for each zone as set forth in the Annual Engineer's Report.

4. Confirm that the assessments of the annual amount of costs and expenses for the maintenance and operation of the improvements upon the assessable lands in the Consolidated Landscape District, as contained in the Annual Engineer's Report, shall be levied and collected for FY 2022-23.

The assessments are in compliance with all laws pertaining to the levy of the annual assessment (State of California Streets and Highways Code Section 22500). The assessments are levied without regard to property valuation. The purpose of the assessments is to pay the costs and expenses for maintenance and operation of public parks and landscape improvements in public rights-of-way and public open spaces.

5. Authorize the City Manager or designee, on behalf of the City Clerk, to file the assessments or a copy thereof certified by the City Clerk with the San Joaquin County Auditor and cause the assessments to be entered on the 2022-23 tax roll for the parcels in the Consolidated Landscape District and each zone within the Consolidated Landscape District as set forth in the Annual Engineer's Report on file with the City Clerk.

It is also recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Public Works
City of Stockton Page 17 Printed on 6/8/2022
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Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Attachment A - Vicinity Map
Attachment B - Proposed FY 2022-23 Budget
Attachment C - Summary of Zones
Proposed Resolution

16.2 - PPT - Landscape Maint Assessment Dist
Attachments:

16.3 22-0486 HOLD PUBLIC HEARING FOR APPROVAL OF THE ANNUAL ENGINEER’S REPORT, FISCAL YEAR 2022-23 ANNUAL BUDGET,

AND CONFIRM AND LEVY ASSESSMENTS FOR THE STOCKTON

CONSOLIDATED STORM DRAINAGE MAINTENANCE
ASSESSMENT DISTRICT 2005-1
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Meeting Agenda - Final
Recommended Action: RECOMMENDATION
The City Council, at its meeting on April 19, 2022, preliminarily approved and confirmed the Engineer's estimate of costs and expenses of the Consolidated Storm Drainage Maintenance Assessment District 2005-1 and the annual assessments related thereto and set a required public hearing for June 14, 2022.

It is recommended that the City Council now conduct a public hearing to consider public comment and testimony regarding the approval and adoption of the annual budgets and assessment rolls for the District.

After the public hearing, if a majority protest based on assessment amount does not exist, it is recommended that the City Council adopt a resolution to:

1. Overrule all public hearing protests or objections (including all written protests not withdrawn in writing before the conclusion of the public hearing) to the proposed levy of assessments in the District in each zone.

2. Approve and adopt the Stockton Consolidated Storm Drainage Maintenance Assessment District No. 2005-1 (District) Annual Engineer's Report for the Fiscal Year (FY) 2022-23, which contains the budget for each zone.

3. Confirm and levy the assessments for each zone as set forth in the Report.

4. File the assessments of a copy thereof, certified by the City Clerk or other City official, with the San Joaquin County Auditor and cause the assessments to be entered on the 2022-23 tax roll as set forth in the Annual Engineer's Report on file with the City Clerk.

5. Approve the Annual Report providing for various Amendments to the several Zone Assessment Diagrams showing segregated parcels created since the last Annual Report and directing the City Clerk to deliver said assessment to the Superintendent of Streets of the City, along with all Amendments to the Assessment Diagrams attached, with a certificate of such confirmation and of the date thereto, and that said Superintendent of Streets shall record all said Amendments to the Assessment Diagrams and assessment in a suitable book to be kept for that purpose.

6. Authorize the City Clerk to file in the office of the County Recorder a copy of the Amendments to the Assessment Diagrams, after the recording of the assessment and the Amendments to the Assessment Diagrams in the office of the Superintendent of Streets.

It is further recommended that the City Manager be authorized to take all appropriate and necessary actions to carry out the purpose and intent of this resolution.

Department: Municipal Utilities
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Meeting Agenda - Final
Attachment A - District Zones Location Map
Attachment B - Summary of Zone Budgets
Proposed Resolution

16.3 - PPT - Storm Drainage Maint Assessment Dist 2005-1 Attachments:

16.4 22-0489 HOLD PUBLIC HEARING FOR APPROVAL OF THE ENGINEER’S REPORT, FISCAL YEAR 2022-23 ANNUAL BUDGETS AND

ASSESSMENTS FOR INDUSTRIAL STORM DRAINAGE BASIN

MAINTENANCE DISTRICTS
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Meeting Agenda - Final
Recommended Action: RECOMMENDATION
It is recommended that the City Council conduct the public hearing called for at its meeting on April 19, 2022, to consider public comment and testimony regarding the approval and adoption of the annual budgets and assessment rolls for the six districts listed below (each, a "District").

At the conclusion of the public hearing, if less than fifty percent (50%) of the owners of the assessable lands within a district file a protest of the proposed levy of annual maintenance assessments, it is recommended that the City Council adopt resolutions to:

2. Approve and adopt the preliminary Fiscal Year (FY) 2022-23 annual budget for each District.

3. Confirm and levy FY 2022-23 assessments for each of the following six industrial storm drainage basin maintenance assessment districts (Districts).
1) Western Pacific Industrial Park Storm Drainage Basin Maintenance District, Project Number 81-1 (Western Pacific)
2) Charter Way Industrial Site Storm Drainage Basin Maintenance District, Project Number 86-4 (Charter Way)
3) Arch Road Industrial Park Storm Drainage Basin Maintenance District, Project Number 84-2 (Arch Road)
4) Airport Gateway Center Storm Drainage Basin Maintenance District (Airport Gateway)
5) Stockton Airport Business Center Storm Drainage Basin Maintenance District, Project Number 84-1 (Stockton Airport)
6) North Newcastle Storm Pump Station and Basin Maintenance District, Project Number 20-1 (North Newcastle)

4. Approve and adopt the Report showing the 2022-23 assessments and the adjusted drainage acres to be used in assessing the costs and expenses in connection therewith as the method of assessment to be used to pay the costs and expenses of the maintenance and operation.

5. Approve, confirm, and levy the assessments, as set forth in the Report, of the annual amount of costs and expenses to maintain and operate the improvements upon the several subdivisions of land in each District, in proportion to the estimated benefits to be received by said subdivisions, respectively, from the operation of said improvements and of City of Stockton Page 21 Printed on 6/8/2022
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Meeting Agenda - Final
the expenses incidental thereto, as set forth in each respective Report.

It is further recommended that the City Manager be authorized to take appropriate and necessary actions to carry out the purpose and intent of these resolutions.

Department: Municipal Utilities
Attachment A - Storm Drainage Basin Districts Map
Attachment B - 2022-2023 Industrial District Budget
Proposed Resolution Airport Gateway Center
Proposed Resolution Arch Road Industrial
Proposed Resolution Charter Way Industrial
Proposed Resolution North Newcastle
Proposed Resolution Stockton Airport Business
Proposed Resolution Western Pacific

16.4 - PPT - Storm Drainage Basin Maint Dist
Attachments:

17. CITY MANAGER'S UPDATE

18. COUNCIL COMMENTS

19. ADJOURNMENT

INFORMATIONAL ITEMS

1. 22-0594 COUNCIL COMMITTEE/BOARD AND COMMISSION MINUTES Recommended Action: RECOMMENDATION
Information item only. No action required.

Department: City Clerk
Audit 2021-12-13
CICP 2021-08-11
LegEnv 2021-11-17
LegEnv 2021-12-15
LegEnv 2022-01-19
Attachments:

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Meeting Agenda - Final

CERTIFICATE OF POSTING
I declare, under penalty of perjury, that I am employed by the City of Stockton and that I caused this agenda to be posted in the City Hall notice case on June 8, 2022, in compliance with the Brown Act.

Eliza R. Garza, CMC
City Clerk
By: ________________________________
Deputy
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Meeting Agenda - Final
*Citizens may comment on any subject within the jurisdiction of the City Council/Successor Agency to the Redevelopment Agency/Public Finance Authority/Parking Authority, including items on the Agenda. Each speaker is limited to three minutes. Speakers must submit “Request to Speak” cards to the City Clerk, and be prepared to speak when called. No speaker cards will be received after the close of the Citizen’s Comments portion of the meeting.
**Speakers should hold comments on items listed as a Hearing until the Hearing is opened. If a large number of people desire to speak at a Hearing, the Mayor/Chair may reduce the amount of time allocated to each speaker to three (3) minutes.
***Additions to the Agenda - Government Code Section 54954.2(b)(2), allows members of the City Council present at the meeting to take immediate action, with either a two-thirds or unanimous vote, to place an item on the agenda that action must be taken and that the item came to the attention of the City subsequent to the agenda being posted.

All proceedings before this meeting body are conducted in English. The City of Stockton does not furnish language interpreters and, if one is needed, it shall be the responsibility of the person needing one.

In accordance with the Americans With Disabilities Act and California Law, it is the policy of the City of Stockton to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are disabled and require a copy of a public hearing notice, or an agenda and/or agenda packet in an appropriate alternative format; or if you require other accommodation, please contact the Office of the City Clerk located at 425 North El Dorado Street, Stockton, California 95202 during normal business hours or by calling (209) 937-8459, at least 5 days in advance of the hearing/meeting. Advance notification within this guideline will enable the City/Agency to make reasonable arrangements to ensure accessibility.

Materials related to an item on this agenda submitted to City Council after distribution of the agenda packet are available for public inspection in the City Clerk's Office at 425 North El Dorado Street, Stockton, California 95202, during normal business hours. Such documents are also available on the City's website at www.stocktongov.com subject to staff's ability to post the documents before the meeting.

CHALLENGING CITY DECISIONS: The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Stockton, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

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Legislation Text
File #: 22-0290, Version: 1

AUTHORIZE AGREEMENTS WITH MUNICIPAL ADVISOR FIRMS TO ESTABLISH A POOL FOR

THE ISSUANCE OF MUNICIPAL DEBT AND FOR INDEPENDENT REGISTERED MUNICIPAL

ADVISOR SERVICES

RECOMMENDATION
It is recommended that the City Council approve a motion to:

The term of the contracts are five years with no option to extend.

2. Authorize the City Manager to include in the executed agreement with Del Rio Advisors, LLC, a section pertaining to them acting as the City’s Independent Registered Municipal Advisor, for a term of five years with no option to extend.

3. Authorize the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the motion.

Summary
The City, on an as-needed basis, issues debt to finance the construction of capital facilities and infrastructure, and refinance existing debt when it is advantageous to do so. The frequency varies from year to year; however, the City typically issues or refinances existing debt from once to as much as five times per year. The City issues several types of debt including Lease Revenue Bonds, Certificates of Participation, Revenue Bonds, and Land-secured debt (1913/15 Act assessment bonds, Mello-Roos or Marks-Roos bonds).

Entering into agreements with the three recommended firms will create a pool of pre-qualified firms to provide municipal advisor services to support City debt issuances.

In addition, staff recommends selection of Del Rio Advisors as an Independent Registered Municipal Advisor (IRMA) to provide day-to-day financial advisory services and act as a liaison between City staff and the financing team. The IRMA is also expected to assist in the development of capital facility or infrastructure financial plans and assist and advise the City as to the most cost-effective financing plan for the debt that is being considered.

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File #: 22-0290, Version: 1

DISCUSSION
Background
On July 25,2017, the City Council, through Motion 2017-07-25-1102, authorized agreements with four financial (municipal) advisor firms to form a vendor pool to issue bonds and other municipal debt instruments for the financing of capital facilities and infrastructure, and the refinancing of existing debt. The pool expires on June 30, 2022.

Since March 2011, Del Rio Advisors, LLC served as the City’s IRMA and provided the City with financial advice throughout its bankruptcy proceedings, various debt issuances and debt refunding transactions.

Present Situation
On November 29, 2021, the City released a Request for Statement of Qualifications (RFSOQ) for municipal advisor services. The objective of the RFSOQ was to ensure a fair, competitive procurement of municipal advisor services and identify firms capable of meeting the City’s needs.

The City received four responses from interested municipal advisor firms. While all four firms met the minimum qualifications, the limited prospects for debt issuance projects in the next five years and scoring of the separate proposals has led to a recommendation to include only three of the firms in the pool.

Staff recommends executing agreements with the three firms listed below, forming a Municipal Advisor vendor pool.
· Del Rio Advisors, LLC
· Fieldman, Rolapp & Associates, Inc.
· KNN Public Finance, LLC
The firms all demonstrated a wide range of experience and expertise related to debt issues in California. It is anticipated the City will have a highly qualified pool of municipal advisors available for all types of financing that the City may pursue.

The committee also recommends that the City include in the contract with Del Rio Advisors, LLC, a section specific to the services provided as the City’s IRMA, including day-to-day financial advisory services and acting as a liaison between City staff and financing teams. Del Rio Advisors, LLC will also assist in the development of capital facility and infrastructure financial plans, and advise the City as to the most cost-effective financing plan for debt being considered.

FINANCIAL SUMMARY
The cost for municipal advisor services related to bond financings are reimbursed or paid directly from proceeds generated from the bond sale. In cases of land-based district formation work (CFD and 1915 Act Districts), costs for municipal advisor services are paid from developer deposits placed with the City.

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File #: 22-0290, Version: 1
Compensation for the City’s IRMA for work not directly related to bond financings will be paid as part of the City’s debt administration program using account 2030-004-630006-400. Sufficient funds are budgeted in this account to cover estimated costs for these services. The City’s debt program is supported through an annual allocation of costs to the funds that are responsible for making payments on the City’s outstanding debt including a small contribution from the General Fund.

Attachment A - Contract with Del Rio Advisors, LLC (including IRMA role) Attachment B - Contract with Fieldman, Rolapp & Associates, Inc.

Attachment C - Contract with KNN Public Finance, LLC
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City of Stockton
Legislation Text
File #: 22-0546, Version: 1
CONSIDERATION OF AN ORDINANCE AMENDING TITLE 8, CHAPTER 8.92, SECTIONS

8.92.010 AND 8.92.090 AND ADDING SECTIONS 8.92.140 AND 8.92.150 OF THE STOCKTON

MUNICIPAL CODE RELATING TO ADMINISTRATIVE PENALTIES FOR UNLAWFUL FIREWORKS

AND STRICT LIABILITY FOR THE UNLAWFUL IGNITION, USE, DISCHARGE, OR DISPLAY OF

FIREWORKS BY OTHER PERSONS

RECOMMENDATION
It is recommended that the City Council adopt an urgency ordinance amending Title 8, chapter 8.92 Section 8.92.010 and 8.92.090 and adding sections 8.92.140 and 8.92.150 of the Stockton Municipal Code relating to administrative penalties for unlawful fireworks and strict liability for the unlawful ignition, use, discharge, or display of fireworks by other persons.

Summary
Existing City law prohibits the use of illegal fireworks and imposes penalties on the individuals who use them. The proposed ordinance extends that liability to those in charge of property, like property owners and tenants, for violations which occur on their property. The proposed ordinance also revises the penalties for illegal firework use.

DISCUSSION
Background
The Stockton Municipal Code (SMC) at Chapter 8.92 governs the sale, possession, and use of fireworks. Under current law, a person cannot possess or use dangerous fireworks within the City.

Sale and use of “safe and sane fireworks,” as defined by state law, is permitted but regulated by the SMC concerning location, dates, and times. The SMC imposes $1,000 administrative penalties for all relevant violations, including illegal use and sale.

City staff report difficulty in enforcing the current prohibitions on illegal use. Due in large part to the temporary nature of the illegal activity, the high frequency by which the activity occurs on and around July 4th of each year, and number of officers able to respond to calls results in a comparatively low number of issued citations relative to the number of violations reported or heard by residents.

Present Situation
On May 18, 2022, the Council Legislative and Environmental Committee and Planning Commission considered an ordinance imposing strict liability upon property owners where the illegal activity occurs and increasing administrative penalties for fireworks violations. Via Motion 2022-05-18-0303 the Committee voted unanimously to recommend the adoption of the proposed ordinance.

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The proposed ordinance introduces the following regulations into SMC Chapter 8.92.

Social Host Liability
A social host is defined in proposed subsection 8.92.010(L) as anyone either “in charge of property” (including owners, tenants, landlords, and property managers) or anyone in charge of an activity on a property. These social hosts would be responsible for illegal firework activity which occurs on their property or at their events.

Exceptions to Liability
Proposed section 8.92.140(B) places strict liability on social hosts for illegal firework use on their property, unless the following exceptions apply:

8.92.140(B)(1): An exemption for tenants in multifamily properties where the violations occur in common areas of their property.

8.92.140(B)(2): An exception for social hosts who contact law enforcement or fire officials prior to those officials arriving at a scene or receiving a complaint of a violation.

8.92.140(B)(3): An owner exception where the property owner can demonstrate that at the time of the violation, (a) the property was rented/leased to another person, (b) the owner was not present at the property, and (c) the owner had no knowledge of the violation.

Violations in the Right-of-Way
Proposed section 8.92.140(C) includes a provision that social hosts may also be held liable for violations in the public rights-of-way adjacent to their private property where the social host aided or abetted in the violation. Two of the cities surveyed by Staff included this provision, Sacramento and Long Beach.

Penalties for Violation - Fines
Staff reviewed the administrative penalties of eleven jurisdictions and included the information in “Attachment B”. With the exception of City of Fresno who recently increased its penalties in May of 2022, no surveyed cities levied more than $1,000 for a first violation. Among the surveyed cities, the most severe penalties for third and further violations were $5,000, levied by Sacramento and San Bernardino.

The SMC currently imposes $1,000 fines for violations of the chapter on fireworks. The proposed ordinance at 8.92.090(A) provides for a three-tier system with penalties of $1,000, $2,000, and $3,000 for each successive violation. As drafted, the penalty would apply to all violations of the fireworks chapter: not just social hosts.

Penalties for Violation - Cost Recovery
Consistent with Committee direction, this proposed ordinance includes a definition for “response City of Stockton Page 2 of 3 Printed on 6/8/2022
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File #: 22-0546, Version: 1
costs” at 8.92.010(J) and implements response costs as a penalty at 8.92.090(B). As drafted, the response cost penalty would apply to any person using fireworks unlawfully: not just social hosts. All offenders from a single response would be jointly and severally liable for the cost.

Reward Fund
Proposed section 8.92.150 permits the City Manager to create and administer a reward fund consisting of penalties from fireworks violations, and authorizes rewards of up to $250 to any person who provides information leading to the identification and successful prosecution of an offender. Of the surveyed cities, San Bernardino uses such a reward fund.

Process
Violation of the social host ordinance, like other violations of the firework ordinance, would typically be enforced through issuance of an administrative citation, not initiation of criminal proceedings:
though the ordinance does not foreclose the option for the City to prosecute a violation as a criminal matter.

Non-criminal violations would be served by mail, would specify that offenders have 30 days to pay, and would state that persons charged have 10 days to file a notice of appeal to dispute the violation according to the City’s standard appeal policy at Chapter 1.44. The mailed violation would also include an itemized statement of response costs being charged to the offender.

The notices of violation would, as a practical matter, be mailed to the record owner of the property unless the citing officials, at the time of violation, knew the identity of the tenant or other responsible social host. If an exception applied, a property owner would be able to provide the City a lease agreement or other documents as evidence there was an active lease at the time of violation, and the notice of violation could then be re-issued in the name of the tenant social host.

FINANCIAL SUMMARY
There are no General Fund costs associated with adoption of the ordinance as drafted. Expanding liability to property owners for firework violations may increase the amount of penalties received for those violations. Due to the cost recovery component, the City may recover some costs currently expended during firework enforcement.

Attachment A - Proposed Social Host Ordinance (redline) Attachment B - Administrative Penalties in Select Jurisdictions City of Stockton Page 3 of 3 Printed on 6/8/2022
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ATTACHMENT A
1 ORDINANCE NO.

AN URGENCY ORDINANCE AMENDING TITLE 8, CHAPTER 8.92, SECTIONS

8.92.010 AND 8.92.090 AND ADDING SECTIONS 8.92.140 AND 8.92.150 OF THE

STOCKTON MUNICIPAL CODE RELATING TO ADMINISTRATIVE PENALTIES FOR

UNLAWFUL FIREWORKS AND STRICT LIABILITY FOR THE UNLAWFUL IGNITION,

USE, DISCHARGE, OR DISPLAY OF FIREWORKS BY OTHER PERSONS

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

SECTION I. DECLARATION OF URGENCY
Pursuant to Section 508 of the City of Stockton Charter, the City Council of the City of Stockton has determined that the provisions contained herein are necessary for the immediate preservation of the public peace, health, or safety within the incorporated areas of the City. This determination is based on the following facts and circumstances:

1. Fireworks can cause significant anxiety in adults and children, especially veterans and others with post-traumatic stress, as well as pets; and

2. Fireworks pose a serious risk of fire and the City historically experiences an increase of fire damage as result of the use of fireworks on or around the Fourth of July Holiday; and

3. During the period of June 28 to July 5, 2021, the City experienced three building fires, twenty-four grass fires, twenty-one outside rubbish and trash fires, and numerous other fireworks related fires; and

4. There is a need for deterrence and enforcement tools with which emergency responders can hold those posing a significant risk to public health and safety accountable for the unlawful possession and detonation of fireworks in this City.

SECTION II. AMENDMENT OF CODE
Title 8, Chapter 8.92, section 8.92.010 of the Stockton Municipal Code is amended and shall read as follows:

8.92.010 Definitions.

The following words and phrases, as used in this chapter, are defined as follows:

A. “Applicant” means a nonprofit organization that applies for a fireworks sales permit as provided in this chapter.
108

ATTACHMENT A
2 B. “City Manager” means the City Manager of the City of Stockton and/or designee or designees.

C. “Dangerous fireworks” mean: (1) dangerous fireworks as set forth in California State Fireworks Law (Sections 12505 and 12561 of the Health and Safety Code and the relevant sections of Title 19, Code of Regulations, Subchapter 6), as hereinafter may be amended from time to time, which are hereby incorporated by reference; or (2) safe and sane fireworks, as defined in subsection J below, that have been modified in any respect from their original design
D. “Fire Chief” means the Fire Chief of the City of Stockton or the Fire Chief’s designee.

E. “Nonprofit organization” means:

1. Any organization that: (a) has been created for charitable, religious, philanthropic or educational purposes, (b) has obtained tax exempt status from the Internal Revenue Service or the State Franchise Tax Board, (c) has had a Stockton zip code mailing address for more than 12 consecutive months immediately prior to filing an application, and (c) primarily serves City residents;

2. An organization that: (a) itself has not obtained tax exempt status from the Internal Revenue Service or the State Franchise Tax Board but is an integral part of a recognized national organization that has obtained such tax exempt status, (b) has had a Stockton zip code mailing address for more than 12 consecutive months immediately prior to filing an application, and (c) primarily serves City residents;

3. Any organization that: (a) has not obtained tax exempt status from the Internal Revenue Service or the State Franchise Tax Board but has been created for charitable, religious, philanthropic or educational purposes and the net proceeds of such organization are committed to the promotion of the objectives of the organization and not for private gain, (b) has had a Stockton zip code mailing address for more than 12 consecutive months immediately prior to filing an application, and (c) primarily serves City residents.

F. “Permit” means a fireworks sale permit.

G. “Permittee” means an applicant to which the City has issued a permit.

H. “Person” means and includes any individual, firm, partnership, joint venture, association, concern, corporation, state, trust, business trust, receiver, syndicate, or any other group of combination acting as a unit.

I. “Residents of the City” or “City residents” mean and include owners of businesses and/or property in the City as well as occupants of residential dwellings. 109

ATTACHMENT A
3 J. “Response costs” means costs associated with law enforcement, fire, medical, or other emergency personnel responding to, remaining at, and leaving the scene where dangerous fireworks, or safe and sane fireworks at a prohibited date, time, or location, were used or discharged, including but not limited to:

1. Salaries and benefits of law enforcement, fire, medical, or other emergency personnel;

2. Administrative costs;

3. The cost of any medical treatment of injuries to any law enforcement, fire, medical, or other emergency personnel;

4. The cost of using any city equipment;

5. The cost of repairing any damaged city equipment or property; and

6. Any other costs related to enforcement of this chapter.

JK. “Safe and sane fireworks” or “fireworks” mean safe and sane fireworks as set forth in California State Fireworks Law (Sections 12529 and 12562 of the Health and Safety Code and the relevant sections of Title 19, Code of Regulations, Subchapter 6), as hereinafter may be amended from time to time, which are hereby incorporated by reference.

L. “Social host” means a person who either:

1. Is in charge of a property, including, but not limited to, an owner, tenant, landlord, or property manager; or

2. Organizes, supervises, officiates, conducts, controls, or is otherwise in charge of the activity on a property.

KM. “Stockton zip code” means those zip codes as established from time to time by the Fire Chief.

SECTION III. AMENDMENT OF CODE
Title 8, Chapter 8.92, section 8.92.090 of the Stockton Municipal Code is amended and shall read as follows:

8.92.090 Administrative penalties—Appeals.

A. In addition to any other remedy available at law, any person who possess, uses, stores, and/or displays dangerous fireworks or any person who sells, possesses, uses or discharges safe and sane fireworks on or at dates, times, and/or locations other than 110

ATTACHMENT A
4 those permitted by this chapter, or any permittee who violates any provision of this chapter, is subject to an administrative penalty, in an amount as provided below:

1. $1,000 for a first violation;

2. $2,000 for a second violation within one year of a previous violation; and

3. $3,000 for each additional violation within one year of two or more previous violations
A. The amount of the administrative penalty shall be $1,000.00 dollars for each violation.

B. Appeals of administrative penalties shall be made and heard in accordance with Chapter 1.44 of this Code. (Ord. 2017-03-28-1502 § 3; Ord. 2012-02- 28-1601 C.S. § 1)
B. Any person who ignites, uses, discharges, or displays any dangerous firework or safe and sane firework in violation of 8.92.015 shall be liable for the response costs relating to the violation. The amount of response costs constitutes a debt owed to the City. All persons, including strictly liable social hosts and those with the care, custody or control of offending minors, who violate this chapter in the same incident are jointly and severally liable for response costs.

C. This chapter may be enforced by the officials provided in section 1.24.020.

D. Violations of this chapter may be served by first-class or certified mail.

E. Payment for violations of this chapter shall be remitted to the City within 30 calendar days of the date of the notice. Payment of any such costs may be stayed upon the filing of a timely appeal.

F. A person charged under this chapter may, within 10 calendar days of the date of the notice, appeal in accordance with Chapter 1.44 of this Code. Failure to timely file an appeal constitutes a failure to exhaust available administrative remedies and bars any further review or appeal of the violation.

G. Violations of this chapter are hereby declared to be a public nuisance.

H. All remedies prescribed under this chapter are cumulative and the election of one or more remedies does not bar the City from the pursuit of any other remedy to enforce this chapter.
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ATTACHMENT A
5 SECTION IV. AMENDMENT OF CODE
Title 8, Chapter 8.92, section 8.92.140 is added to the Stockton Municipal Code and shall read as follows:

8.92.140 Strict liability for unlawful ignition, use, discharge, or display of fireworks by another person.

A. Ignition, Use, Discharge, or Display by Minors. Any person having the care, custody, or control of a person under 18 years of age shall be strictly liable for any unlawful ignition, use, discharge, or display of dangerous fireworks or safe and sane fireworks in violation of section 8.92.015. Nothing in this subsection A shall limit the liability of any social host for a violation of this chapter.

B. Social Host Liability. Any social host shall be strictly liable for any unlawful ignition, use, discharge, or display of any dangerous fireworks or safe and sane fireworks in violation of 8.92.015 at their property or gathering; except that:

1. No person who has the right to use, possess or occupy a unit in a multifamily residential property under a lease, rental agreement or contract shall be liable under this subsection B for violations of section 8.92.015 occurring in the common areas of the property.

2. No social host shall be liable under this subsection B who initiates contact with law enforcement or fire officials to assist in removing any person from the property or terminating the activity in order to comply with this chapter, if the request for assistance is made before the arrival of law enforcement or fire officials to the property and before any other person contacts law enforcement or fire officials to complain about the violation of this chapter.

3. No owner of private property shall be liable under this subsection B for a violation of section 8.92.015 on that property if that owner can demonstrate that at the time of such violation they:
a. Rented or leased the property to another;
b. Were not present; and
c. Had no prior knowledge of the violation.

C. Violations in the Right-of-Way. No social host shall aid or abet another person’s violation of a provision of this chapter in a public right-of-way adjacent to the social host’s property. A social host aids and abets another person’s violation of a provision of this chapter if he or she knows of the other person’s unlawful purpose and the social host specifically intends to, and does in fact, aid, facilitate, promote, encourage, or instigate the other person’s commission of that violation.
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ATTACHMENT A
6 SECTION V. AMENDMENT OF CODE
Title 8, Chapter 8.92, section 8.92.150 is added to the Stockton Municipal Code and shall read as follows:

8.92.150 Reward Fund.

The City Manager may establish a special fund consisting of penalties collected from violations of this chapter to pay rewards in the amount of no more than $250 to individuals providing information leading to the identification of, and successful criminal or civil action against, any person violating this chapter. The City Manager may create rules concerning administration of the fund and eligibility for rewards.

SECTION VI. SEVERABILITY
If any section of this ordinance or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the act which can be given without the invalid provisions or application, and to this end the provisions of this act are severable.

SECTION VII. EFFECTIVE DATE
This ordinance shall take effect and be in full force immediately after its passage.

ADOPTED: ___________________
EFFECTIVE: ___________________
_____________________________
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:
______________________________
ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
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ATTACHMENT B
Administrative Penalties in Select Jurisdictions
City County 1st Offence 2nd Offence 3rd Offence
Anaheim* Orange $1,000 $2,000 $3,000
Bakersfield Kern $1,000 $1,000 $1,000
Fresno Fresno $2,000 $3,000 $5,000
Livermore Alameda $500 $500 $500
Lodi San Joaquin $1,000 $2,000 $3,000
Long Beach Los Angeles $1,000 $1,000 $1,000
Manteca San Joaquin $750 $1,000 $1,000
Merced Merced $1,000 $1,500 $2,000
Modesto** Stanislaus $1,000 $1,000 $1,000
Sacramento Sacramento $1,000 $2,500 $5,000
San Bernardino San Bernardino $1,000 $2,500 $5,000
*Fines represent violations for “dangerous fireworks,” violations for improper use of “safe and sane” fireworks are $250, $500, $1,000.
**Fines represent violations for “dangerous fireworks,” violations for improper use of “safe and sane” fireworks are $250, $500, $750.
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1 ORDINANCE NO.

AN URGENCY ORDINANCE AMENDING TITLE 8, CHAPTER 8.92, SECTIONS

8.92.010 AND 8.92.090 AND ADDING SECTIONS 8.92.140 AND 8.92.150 OF THE

STOCKTON MUNICIPAL CODE RELATING TO ADMINISTRATIVE PENALTIES FOR

UNLAWFUL FIREWORKS AND STRICT LIABILITY FOR THE UNLAWFUL IGNITION,

USE, DISCHARGE, OR DISPLAY OF FIREWORKS BY OTHER PERSONS

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. Fireworks can cause significant anxiety in adults and children, especially veterans and others with post-traumatic stress, as well as pets; and

2. Fireworks pose a serious risk of fire and the City historically experiences an increase of fire damage as result of the use of fireworks on or around the Fourth of July Holiday; and

SECTION II. AMENDMENT OF CODE
Title 8, Chapter 8.92, section 8.92.010 of the Stockton Municipal Code is amended and shall read as follows:

8.92.010 Definitions.

The following words and phrases, as used in this chapter, are defined as follows:

A. “Applicant” means a nonprofit organization that applies for a fireworks sales permit as provided in this chapter.
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2 B. “City Manager” means the City Manager of the City of Stockton and/or designee or designees.

E. “Nonprofit organization” means:

F. “Permit” means a fireworks sale permit.

G. “Permittee” means an applicant to which the City has issued a permit.

I. “Residents of the City” or “City residents” mean and include owners of businesses and/or property in the City as well as occupants of residential dwellings. 116
3 J. “Response costs” means costs associated with law enforcement, fire, medical, or other emergency personnel responding to, remaining at, and leaving the scene where dangerous fireworks, or safe and sane fireworks at a prohibited date, time, or location, were used or discharged, including but not limited to:

1. Salaries and benefits of law enforcement, fire, medical, or other emergency personnel;

2. Administrative costs;

3. The cost of any medical treatment of injuries to any law enforcement, fire, medical, or other emergency personnel;

4. The cost of using any city equipment;

5. The cost of repairing any damaged city equipment or property; and

6. Any other costs related to enforcement of this chapter.

K. “Safe and sane fireworks” or “fireworks” mean safe and sane fireworks as set forth in California State Fireworks Law (Sections 12529 and 12562 of the Health and Safety Code and the relevant sections of Title 19, Code of Regulations, Subchapter 6), as hereinafter may be amended from time to time, which are hereby incorporated by reference.

L. “Social host” means a person who either:

1. Is in charge of a property, including, but not limited to, an owner, tenant, landlord, or property manager; or

2. Organizes, supervises, officiates, conducts, controls, or is otherwise in charge of the activity on a property.

M. “Stockton zip code” means those zip codes as established from time to time by the Fire Chief.

SECTION III. AMENDMENT OF CODE
Title 8, Chapter 8.92, section 8.92.090 of the Stockton Municipal Code is amended and shall read as follows:

8.92.090 Administrative penalties—Appeals.

A. In addition to any other remedy available at law, any person who violates any provision of this chapter is subject to an administrative penalty in an amount as provided below:
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4 1. $1,000 for a first violation;

2. $2,000 for a second violation within one year of a previous violation; and

3. $3,000 for each additional violation within one year of two or more previous violations
B. Any person who ignites, uses, discharges, or displays any dangerous firework or safe and sane firework in violation of 8.92.015 shall be liable for the response costs relating to the violation. The amount of response costs constitutes a debt owed to the City. All persons, including strictly liable social hosts and those with the care, custody or control of offending minors, who violate this chapter in the same incident are jointly and severally liable for response costs.

C. This chapter may be enforced by the officials provided in section 1.24.020.

D. Violations of this chapter may be served by first-class or certified mail.

E. Payment for violations of this chapter shall be remitted to the City within 30 calendar days of the date of the notice. Payment of any such costs may be stayed upon the filing of a timely appeal.

G. Violations of this chapter are hereby declared to be a public nuisance.

H. All remedies prescribed under this chapter are cumulative and the election of one or more remedies does not bar the City from the pursuit of any other remedy to enforce this chapter.

SECTION IV. AMENDMENT OF CODE
Title 8, Chapter 8.92, section 8.92.140 is added to the Stockton Municipal Code and shall read as follows:

8.92.140 Strict liability for unlawful ignition, use, discharge, or display of fireworks by another person.

A. Ignition, Use, Discharge, or Display by Minors. Any person having the care, custody, or control of a person under 18 years of age shall be strictly liable for any unlawful ignition, use, discharge, or display of dangerous fireworks or safe and 118
5 sane fireworks in violation of section 8.92.015. Nothing in this subsection A shall limit the liability of any social host for a violation of this chapter.

SECTION V. AMENDMENT OF CODE
Title 8, Chapter 8.92, section 8.92.150 is added to the Stockton Municipal Code and shall read as follows:

8.92.150 Reward Fund.

The City Manager may establish a special fund consisting of penalties collected from violations of this chapter to pay rewards in the amount of no more than $250 to individuals providing information leading to the identification of, and successful criminal or civil action 119
6 against, any person violating this chapter. The City Manager may create rules concerning administration of the fund and eligibility for rewards.

SECTION VII. EFFECTIVE DATE
This ordinance shall take effect and be in full force immediately after its passage.

ADOPTED: ___________________
EFFECTIVE: ___________________
____________________________
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:
______________________________
ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
120
City of Stockton
Legislation Text
File #: 22-0593, Version: 1

APPROVAL OF CITY COUNCIL MINUTES

RECOMMENDATION
Approve the minutes from the City Council meeting of April 19, 2022 and the Special City Council meeting May 3, 2022
Attachment A - 2022-04-19 Minutes
Attachment B - 2022-05-03 Minutes
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City of Stockton
Legislation Text
File #: 21-0329, Version: 1
AUTHORIZE A FAÇADE IMPROVEMENT FORGIVABLE LOAN FOR $109,316 TO PRICE RITE RESTAURANT EQUIPMENT FOR PROPERTY LOCATED AT 706 EAST WEBER AVENUE

RECOMMENDATION
It is recommended that the City Council adopt a resolution:

1. Authorizing a Façade Improvement Forgivable Loan to Price Rite Restaurant Equipment for property located at 706 East Weber Avenue in the amount of $109,316.

2. Authorizing the City Manager, or designee, to take all actions necessary and appropriate to carry out the purpose and intent of the resolution.

Summary
The owner of 706 East Weber Avenue, Four Ten Enterprises, Inc. DBA Price Rite Restaurant Equipment, has applied for a Commercial Façade Improvement Forgivable Loan to make exterior improvements to the property (Attachment A - Vicinity Map, Attachment B - Property Photos, Attachment C - Rendering of Proposed Improvements). The total cost of the project is $298,000. The financial assistance requested from the City of Stockton is $109,316, allocated from the federally funded Community Development Block Grant (CDBG) program. The property owner will contribute $188,684 toward the project, meeting the matching funds requirement within the Commercial Façade Improvement Forgivable Loan Program (Façade Improvement Program) guidelines. The proposed project will enhance the appearance of the building and have a positive impact on the surrounding properties.

DISCUSSION
Background
In 1988, City Council adopted the CDBG Commercial Loan Program. The program included the Façade Improvement Program to improve the downtown area. At that time, the Façade Improvement Program was limited to the Central Stockton Redevelopment Area and was limited to $10,000 as a one-time loan per commercial property.

In 1999, City Council authorized revisions to the Commercial Loan Program, which included changes that allowed larger properties to receive additional financial assistance from the Façade Improvement Program. For every 50 linear feet of building frontage, a property is eligible for a $10,000 base loan. A property owner may qualify for an additional loan if they contribute at least $5,000 (for a maximum of $10,000) in matching funds for each additional loan obtained.

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File #: 21-0329, Version: 1
The total project cost is $298,000, and of this amount, $40,000 is in the form of four (4) $10,000 base loans from the City with an additional $40,000 in matching funds for the project. Pursuant to section

5.1 of the program guidelines, “The Economic Development Director, or designee, shall have discretionary authority to reduce or increase funding for a project based upon specific criteria such as remaining funds, impact on surrounding neighborhoods, and financial need.” Due to the current construction supply chain causing high bids, the property owner requested additional financial assistance. Based on funds available in the current fiscal year and the project area’s impact on enhancing the property’s façade, an additional $29,316 has been approved by City staff to recommend funding to complete this project.

The property owner is responsible for the remaining $188,684 of this project. Of this amount, $40,000 is their matching funds obligation under the program guidelines, and the additional $148,684 is the remaining project costs. The following table demonstrates the breakdown of funding for this project:

CITY PROPERTY OWNER TOTAL
Base Loan #1 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #2 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #3 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #4 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Additional Funds $29,316 $148,684 $178,000
TOTAL $109,316 $188,684 $298,000
Present Situation
Price Rite Restaurant Equipment purchased the commercial property at 706 East Weber Avenue in 2011. Price Rite Restaurant Equipment has requested financial assistance of $109,316 for façade improvements to the property. The subject property is within a Low/Moderate Income Area and is eligible for the Façade Improvement Program. As noted above, the Façade Improvement Program eligibility is based on location, matching funds, and a commitment to maintaining the exterior of the building, keeping it free of graffiti and other blighting influences. Beyond these essential eligibility criteria, façade loans are considered at the request and initiative of the applicants and available funding per fiscal year.

This façade improvement project involves exterior renovations consistent with the City’s Design Review Guidelines. As part of the façade improvement project, the proposed improvements include exterior paint, installing brick veneer, and repairing and painting the existing awning.

The total project cost is $298,000. Under the Façade Improvement Program described above, this project is eligible for $80,000 in façade loan funds and approved for an additional $29,316 totaling $109,316. Funds are in the form of a forgivable loan and financed per program guidelines over a six (6) year term at 10% simple interest. The property owner is responsible for the remaining $188,684 for the project.

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Under this program and per the Façade Improvement Program guidelines, the principal and interest payments are forgiven annually if the property owner maintains the exterior of the building, keeping it free of graffiti and other blighting influences.

The anticipated project will improve the appearance of the building and have a positive impact on the surrounding properties. This project encourages and complements the investment of private sector funds.

ENVIRONMENTAL CLEARANCE
This project is exempt from the National Environmental Protection Act (NEPA) requirements. It has been determined to be categorically excluded under Title 24 of the Code of Federal Regulations - Housing and Urban Development, Section 58.35 (a)(iii). City staff determined that the proposed improvements will not have an adverse effect on historic properties. The California State Historic Preservation Office has concurred with this determination under 36 Code of Federal Regulations, Part 800 (§106).

FINANCIAL SUMMARY
This action will have no impact on the General Fund or to any other unrestricted funds as the program is supported through Federal Housing and Urban Development Department funding.

Sufficient funds are available in the Community Development Block Grant (CDBG) Fund, Business Development Division, Façade Program account for the $109,316 forgivable loan.

Attachment A - Vicinity Map
Attachment B - Property Photos
Attachment C - Rendering of Proposed Improvements
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VICINITY MAP
706 East Weber Avenue
706 E. Weber Ave.

ATTACHMENT A
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PROPERTY PHOTOS

ATTACHMENT B
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01 01
02 (17'-6"W x 8'-0"H = 140 sf)
04 05
06 07
09 PNT-2
11 12
PNT-1 PNT-1
PNT-3 PNT-3
08 'PRICE RITE' (22' x 3' = 66 sf)
'RESTAURANT EQUIPMENT' (25' x 1'-6" = 37.5 sf)
(66 sf + 37.5 sf = 103.5 sf)
10 09
PNT-2
PNT-3
PNT-3
PNT-3 02 PNT-3 PNT-1
PNT-2
PNT-1
PNT-3
PNT-3
(7'-10"W x 5'-6"H = 43 sf)
(19'-6"W x 5'-0"H = 97.5 sf)
(5'-0"W x 1'-10"H = 9.2 sf)
00 KEYNOTE LEGEND
01 Install illuminated signage
02 H.C. Muddox Grade 2 Thin Brick Veneer installed
over 'Brick-It' metal grid track system
03 Paint New Graphics
04 (E) SF Insulated Panels to be Painted
05 New Perforated Metal Screen with Egress Device
06 New Sliding Gate, N.I.C.
07 Provide Full Brick Column Buildout at Corner
08 Painted Polygon Mural. See Mural Design Sheet.
09 (E) Awning Repair & Paint
10 (E) Fence for Adjacent Property
11 (E) Brick to be Cleaned, Prepped & Painted
12 New Marine Grade Plywood and Framing
13 (E) Brick Wall to Remain. Protect from Damage
14 (E) Concrete Wall Panels
15 (E) Brick Face to be Cleaned of Tile Mortar

PAINT LEGEND
PNT-1
Kelly Moore (KM5056-3)
Beach Glass
PNT-2
Kelly Moore (KMA91-5)
Black Ice
PNT-3
Kelly Moore (KMW43-1)
Whitest White
04 09
14 13
PROPOSED | NORTH
PROPOSED | WEST
PROPOSED | PARTIAL SOUTH
03 03
03 0 5 10 3/32" = 1'-0" 04 January, 2021 www.architechnica.net 706 E Weber Ave, Stockton, CA | PRICE RITE FACADE IMPROVEMENT 04 03 15
15 02 02

RENDERING OF PROPOSED IMPROVEMENTS

ATTACHMENT C
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PAINT SCOPE SUMMARY
Area (sf) Material Color Description
1,790 Metal Exterior Awning
654 Ins. Panel Exterior Storefront Insulated Panels
1,489 Brick Exterior Brick
208 Wood Exterior Finish Carpentry
1,479 Concrete Upper North Wall
2,801 Concrete Upper West Wall. See Mural Design
97 Brick 'ENTRANCE' Graphic + Arrows

9.25 Concrete '706' Address Graphic
43 Concrete 'DOWNTOWN STOCKTON' Graphic

97.5 Brick 'PRICE RITE' Graphic at South Wall

INTERSECTION AT E WEBER AVE & N STANISLAUS ST

E WEBER AVE APPROACH N STANISLAUS ST APPROACH
04 January, 2021 www.architechnica.net 706 E Weber Ave, Stockton, CA | PRICE RITE FACADE IMPROVEMENT 05

ATTACHMENT C
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MURAL PAINT LEGEND
PNT-2
Kelly Moore (KMA91-5)
Black Ice
PNT-3
Kelly Moore (KMW43-1)
Whitest White
PNT-4
Kelly Moore (407)
Carbon
PNT-5
Kelly Moore (42)
Wise Owl
PNT-6
Kelly Moore (232)
Toscana
PNT-7
Kelly Moore (KM4560-5)
Mexican Chocolate
99'-0"
28'-0"

MURAL DESIGN CONCEPT
2020 HAS BEEN A HISTORICAL YEAR OF TRAGEDY AND DESPAIR. MANY INDIVIDUALS AND BUSINESSES HAVE SUFFERED AND STILL ARE SUFFERING AS WE STRIVE TO RISE ABOVE THESE CHALLENGING TIMES. AS PROUD STOCKTON BUSINESS OWNERS, THE 'PRICE RITE RESTAURANT EQUIPMENT' TEAM HAS ELECTED TO DEDICATE THE WEST FACADE OF THEIR BUILDING TO AN INSPIRATIONAL MURAL AS PART OF THEIR FACADE IMPROVEMENT PACKAGE. THE INTENT OF THE MURAL DESIGN IS TO EVOKE EMOTION AND INTEREST AMONG PASSERSBY AND SERVE AS A SYMBOLIC BEACON FOR DOWNTOWN STOCKTON. WE DEVELOPED THIS BOLD LION DESIGN AROUND THE IDEA OF INSTILLING A SENSE OF COURAGE, STRENGTH, AND PRIDE BACK INTO THE LOCAL COMMUNITY. WE BELIEVE THE CITY OF STOCKTON HAS THE COURAGE TO LEARN AND GROW; THE FEROCITY AND STRENGTH TO PERSEVERE; AND THE COMMUNITY PRIDE TO MAINTAIN A PATH OF SUCCESS.

THE PAINT APPLICATION OF THE DESIGN HAS BEEN DISTILLED DOWN TO THREE (3) PRIMARY COLORS. THE GOAL BEHIND THIS DESIGN APPROACH WAS TO MINIMIZE COMPLEXITY AND AFFORD OPPORTUNITIES TO MULTIPLE PAINTING VENDORS. THE EXISTING ~2,800 sf CONCRETE PANEL CLAD WALL SYSTEM WILL REQUIRE STEAM CLEANING PRIOR TO RECEIVING ITS NEW MATTE EXTERIOR PAINT MURAL FINISH. UPON REQUEST, THE ARCHITECT CAN PROVIDE THE VECTOR ARTWORK FILE FOR USE BY THE PAINTER OR ARTIST. BELOW IS A BREAKDOWN OF PAINT COVERAGE QUANTITIES FOR EACH OF THE MURAL COLORS:

PNT-2 (Grey): 193 sf
PNT-3 (White): 5 sf
PNT-4 (Black): 1,436 sf
PNT-5 (Tan): 212 sf
PNT-6 (Brown): 410 sf
PNT-7 (Dark Brown): 545 sf
TOTAL: 2,801 sf
PNT-4 PNT-2 PNT-7 PNT-3 PNT-6 PNT-5
0 5 10 1/8" = 1'-0" 04 January, 2021 www.architechnica.net 706 E Weber Ave, Stockton, CA | PRICE RITE FACADE IMPROVEMENT 06

ATTACHMENT C
151
Resolution No.

STOCKTON CITY COUNCIL
AUTHORIZE A FAÇADE IMPROVEMENT FORGIVABLE LOAN FOR $109,316 TO PRICE RITE RESTAURANT EQUIPMENT FOR PROPERTY LOCATED AT 706 EAST WEBER AVENUE, APN 149-180-23
In 1988, the City Council adopted the Community Development Block Grant Commercial Loan Program which helped provide funds to improve the downtown area and to provide a local incentive for the Enterprise Zone application process; and In 1999, the City Council authorized revisions to the Commercial Loan Program, which included changes to the Façade Improvement Program and allowed larger properties to receive additional financial assistance to improve commercial façades; and On December 16, 2003, the City Council approved revisions to the Façade Improvement Forgivable Loan Program authorizing additional areas outside of Downtown Stockton in need of financial assistance; and
In July 2007, the Commercial Façade Improvement Forgivable Loan Program was further revised by the City Council to expand the program boundary beyond the downtown core and increase funding available to commercial property owners; and Four Ten Enterprises, Inc. DBA Price Rite Restaurant Equipment has applied for a Commercial Façade Improvement Forgivable Loan and is eligible for $80,000, and approved for an additional $29,316 pursuant to section 5.1 of the program guidelines, for a total of $109,316 for façade improvements to the commercial property located at 706 East Weber Avenue; and
It is anticipated that this project will improve the appearance of the building and have a positive impact on surrounding properties and neighborhood; and The project encourages and complements the investment of private sector funds in the West End (Downtown Stockton) Redevelopment Area; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. The City Manager is hereby authorized and directed to execute a Façade Improvement Forgivable Loan Agreement between the City of Stockton and Four Ten Enterprises, Inc. DBA Price Rite Restaurant Equipment in the amount of $109,316, for the commercial property located at 706 East Weber Avenue, Stockton, California, to be evidenced by a Promissory Note and secured by a Deed of Trust on said property. 152

2. This project is exempt from the National Environmental Protection Act (NEPA) requirements. It has been determined to be categorically excluded under Title 24 of the Code of Federal Regulations – Housing and Urban Development, section 58.35 (a)(iii). City staff determined that the proposed improvements will not have an adverse effect on historic properties. The California State Historic Preservation Office has occurred with this determination under 36 Code of Federal Regulations, Part 800 (§106).

3. The City Manager is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED June 14, 2022 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
153
City of Stockton
Legislation Text
File #: 22-0449, Version: 1
ADOPT A RESOLUTION TO APPROVE AN AMENDMENT TO THE 2020-2024 CONSOLIDATED PLAN, AND AN AMENDMENT TO THE 2021-2022 ANNUAL ACTION PLAN, AND ACCEPT AND

APPROPRIATE THE HOME INVESTMENT PARTNERSHIP PROGRAM (HOME-ARPA)

AMERICAN RECOVERY SUPPLEMENTAL ACT FUNDING FOR ACTIVITIES TO MITIGATE AND CONTAIN THE SPREAD OF COVID-19

RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Amend the 2020-2024 Consolidated Plan, 2021-2022 Annual Action Plan,

2. Approve and accept the HOME-ARPA funding allocation of $6,380,677,

3. Approve and authorize the execution of the HOME-ARPA Standard Agreement, and any associated documents, with the Department of Housing and Urban Development (HUD) to accept grant funding; and,

4. Authorize the City Manager, or designee, to appropriate grant funds and to take necessary actions to carry out the purpose and intent of this resolution.

Summary
In response to the pandemic outbreak of the coronavirus disease COVID-19 the US Department of Housing and Urban Development (HUD) announced the allocation of nearly $5 billion in American Rescue Plan Act funds to assist households that are homeless, at risk of homelessness, and other vulnerable populations, such as individuals fleeing domestic violence, sexual assault stalking or human trafficking, by providing housing, rental assistance, supportive services, and non-congregate shelter.

The supplemental $5 billion is allocated through the HOME Investment Partnership Program to States, Counties, and local jurisdictions. The City of Stockton is an entitlement jurisdiction that receives an annual allocation of HOME, CDBG, and ESG funding and has received notification that the City has been allocated $6,380,677 of HOME-ARPA funds.

On April 5, a public hearing was held for community input on the HOME-ARPA activities and City Council gave authorization to accept, appropriate, and execute the HOME-ARPA supplemental funding Agreement and the authority to allocate the funding to eligible affordable housing projects (Attachment A - Resolution No. 2022-04-05-1602). The prior public comment period did not meet the 15-day requirement. To remain in compliance with HUD regulations, the public comment period has been republished to the required 15-day public comment period. The republished public comment City of Stockton Page 1 of 3 Printed on 6/8/2022
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File #: 22-0449, Version: 1
period began May 31, 2022, and ended June 14, 2022. Because of the new public comment period, Council must reapprove the recommended actions.

HOME-ARPA eligible activities include:
· Production or Preservation of Affordable Housing
· Tenant-Based Rental Assistance (TBRA)
· Supportive Services, Homeless Prevention Services, and Housing Counseling · Purchase and Development of Non-Congregate Shelter
Staff recommends that the Council approve a resolution authorizing the acceptance, appropriation, and execution of the HOME-ARPA supplemental funding Agreement and authority to allocate the funding to eligible affordable housing projects.

DISCUSSION
Background
On January 31, 2020, COVID-19 was declared a Public Health emergency by the United States; and on March 4, 2020, California Governor Gavin Newsom declared a State of Emergency to begin the process of making resources available to the state to combat COVID-19.

In response to the continued pandemic outbreak of the coronavirus disease COVID-19 HUD announced the allocation of nearly $5 billion in American Rescue Plan Act funds to help communities across the country create affordable housing and services for people experiencing or at risk of experiencing homelessness, individuals fleeing or attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking.

The City of Stockton was allocated a combined $6,380,677 of supplemental HOME American Rescue Plan Act funding to assist individuals or households that are homeless or at risk of homelessness, and other vulnerable populations in need of housing, rental assistance, supportive services, and noncongregate shelter.

Present Situation
The City is committed to increasing the availability of affordable housing for its most vulnerable lowincome residents. Upon Council approval, and in accordance with the HOME-ARPA guidelines, the City agrees that HOME-ARPA grant funds of $6,380,677 will support the following eligible activities:
· Production or Preservation of Affordable Housing focused on homeless housing activities, not limited to acquisition, rehabilitation, and new construction. · Tenant-Based Rental Assistance (TBRA)
· Supportive Services, Homeless Prevention Services, and Housing Counseling · Purchase and Development of Non-Congregate Shelter
· Funded activities are supported by the Homeless Needs Assessment as outlined in the 2020- 20224 Consolidated Plan and attached as part of this exhibit.

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Staff recommends that the Council re-approve the resolution authorizing the acceptance, appropriation, and execution of the HOME-ARPA supplemental funding Agreement.

Revised Public Comment Period
Amendments to the 2020-2024 Consolidated Plan and 2021-2022 Annual Action Plan are being represented before the City Council to allow for a repeat of the public comment period required by HUD. The prior public comment period, in line with other HUD COVID-related funds, was five days and began on March 7, 2022, and ended on March 12, 2022. This five-day public comment period was not in compliance with the HUD regulations for the HOME-ARPA funding program. Per HUD guidance the public comment period must be 15-days. The republished and increased public comment period began May 31, 2022 and ended June 14, 2022. Due to the public comment period extension, the City Council must reapprove the recommended actions.

FINANCIAL SUMMARY
There is no financial impact on the City's General Fund or any other unrestricted fund because of the recommended action. The grant does not require any matching funds from the City, and 15% of the grant can be allocated for administrative and planning costs. HOME-ARPA funds will be appropriated in the Special Grants Fund, Housing Division, and EDD Administration Program.

Attachment A - Resolution No. 2022-04-05-1602
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Attachment A
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Attachment A
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EXHIBIT 1

CITY OF STOCKTON
SUBSTANTIAL AMENDMENT TO THE CITY OF STOCKTON 2020-2024 CONSOLIDATED PLAN AND FISCAL YEAR 2021 ANNUAL ACTION PLAN TO INCLUDE HOME-ARPA FUNDINGSP – 05 EXECUTIVE SUMMARY 91.200 (c), 91.220 (b), 91.300 (c), 91.320 (b)
On April 8, 2021, in response to the pandemic outbreak of the coronavirus disease COVID-19 the US Department of Housing and Urban Development (HUD) announced the allocation of nearly $5 billion in American Rescue Plan Act funds to help communities across the country create affordable housing and services for people experiencing or at risk of experiencing homelessness, individuals fleeing or attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking.

In 2021, the City of Stockton submitted the 2021 – 2024 Consolidated Plan and the FY 2021 Annual Action to the Department of Housing and Urban Development (HUD).

To prevent and contain the spread of COVID-19 and its financial and health impacts HUD has waived certain CDBG and ESG program requirements. The CDBG 15 percent public service cap has been eliminated, the public comment period has been reduced from 30 days to five days (5) and allows for the ability to conduct virtual meetings in lieu of inperson public hearings in order to comply with national and local social distancing requirements.

SUBSTANTIAL AMENDMENT TO FY 2020-2024 CONSOLIDATED PLAN:

Amendments to the approved Consolidated Plan and the Annual Action Plan shall be required whenever the City seeks to:
1) Make a change in its allocation priorities or a change in the method of distribution of funds.
2) Carry out an activity, using funds from any program covered by the Consolidated Plan (including program income), not previously described in the Annual Action Plan; or
3) Change the purpose, scope, location, or beneficiaries of an activity.

Amendments are categorized as “substantial” or “non-substantial”. An amendment is considered “substantial” if it exceeds five percent (5%) of the City’s annual entitlement.  SP‐35 Anticipated Resources 91.215(a)(4), 91.220(c)(1,2). $6,380,677 in HOMEARP funds is identified as additional financial resources.

Attachment A
159
EXHIBIT 1
CITIZEN PARTICIPATION PLAN PROCESS:

Due to COVID-19, HUD has issued guidance that reduces the public comment period from 30 days to five days (5) and that reasonable notice and the opportunity for community comment are provided. HUD also allows for the ability to conduct virtual meetings in lieu of in-person public hearings to comply with national and local social distancing requirements. A five-day public comment period begins on March 7, 2022, with the posting of the public notice in the Record, on the City of Stockton website, and through email distribution to program distribution list inviting comments through March 12, 2022.

CITY OF STOCKTON
SUBSTANTIAL AMENDMENT TO FY 2021-2022 ACTION PLAN
AP 15 Expected Resources:

Annual Action Plan is substantially amended to allocate HOME-ARPA funds to the following eligible activities to prevent and respond to the spread of COVID‐

19. Program Proposed Activity Ending Date Existing Budget New Budget
HOME-ARPA Homeless Services
and Housing
Activities
9/30/2030 One-time award $5,742,610
HOME-ARPA Program
Administrative
9/30/2030 One-time Award $638,067
Total HOME-ARPA
Funding
$6,380,677
FY 2021‐2022 Annual Action Plan
AP‐35 Projects expected resources $6,380,677 HOME-ARPA Funding. o Funding will be focused on homeless housing activities, not limited to acquisition, rehabilitation, new construction, and rental assistance. o Eligible local nonprofits are eligible to apply for HOME-ARPA funds.

Attachment A
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Resolution No.

STOCKTON CITY COUNCIL
ADOPT A RESOLUTION TO APPROVE AN AMENDMENT TO THE 2020-2024 CONSOLIDATED PLAN, AND AN AMENDMENT TO THE 2021-2022 ANNUAL

ACTION PLAN, AND ACCEPT AND APPROPRIATE THE HOME INVESTMENT

PARTNERSHIP PROGRAM (HOME) AMERICAN RECOVERY SUPPLEMENTAL ACT FUNDING FOR ACTIVITIES TO MITIGATE AND CONTAIN THE SPREAD OF COVID19 On January 31, 2020, COVID-19 was declared a Public Health emergency by the United States; and on March 4, 2020, California Governor Gavin Newsom declared a State of Emergency to begin the process of making resources available to the state to combat COVID-19, and
In response to the continued pandemic outbreak of the coronavirus disease COVID-19 HUD announced the allocation of nearly $5 billion in American Rescue Plan Act funds to help communities across the country create affordable housing and services for people experiencing or at risk of experiencing homelessness, individuals fleeing or attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking, and
The City of Stockton was allocated $6,380,677 of supplemental HOME American Rescue Plan Act funding to assist individuals or households that are homeless or at risk of homelessness, and other vulnerable populations in need of housing, rental assistance, supportive services, and non-congregate shelter, and
The supplemental $5 billion is allocated through the HOME Investment Partnership Program to States, Counties, and local jurisdictions. The City of Stockton is an entitlement jurisdiction that receives an annual allocation of HOME, CDBG, and ESG funding and has received notification that the City has been allocated $6,380,677 of HOME-ARPA funds, and
In accordance with the HOME-ARPA guidelines, the City agrees that HOME-ARPA grant funds of $6,380,677 will support the following eligible activities:
 Production or Preservation of Affordable Housing focused on homeless housing activities, not limited to acquisition, rehabilitation, and new construction  Tenant-Based Rental Assistance (TBRA)
 Supportive Services, Homeless Prevention Services, and Housing Counseling  Purchase and Development of Non-Congregate Shelter
161
 Funded activities are supported by the Homeless Needs Assessment as outlined in the 2020-20224 Consolidated Plan and attached as part of this exhibit; now, therefore,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:

1. Amend the 2020-2024 Consolidated Plan, and the 2021-2022 Annual Action Plan (Exhibit 1).

2. Approve and accept the HOME-ARPA funding allocation of $6,380,677.

3. Approve and authorize the execution of the HOME-ARP Standard Agreement, and any associated documents, with the Department of Housing and Urban Development (HUD) to accept grant funding.

4. The City Manager, or designee, is authorized to appropriate grant funds.

5. The City Manager is hereby authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED June 14, 2022 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
162

CITY OF STOCKTON
SUBSTANTIAL AMENDMENT TO THE CITY OF STOCKTON 2020-2024 CONSOLIDATED PLAN AND FISCAL YEAR 2021 ANNUAL ACTION PLAN TO INCLUDE HOME-ARPA FUNDING SP – 05 EXECUTIVE SUMMARY 91.200 (c), 91.220 (b), 91.300 (c), 91.320 (b)
On April 8, 2021, in response to the pandemic outbreak of the coronavirus disease COVID-19 the US Department of Housing and Urban Development (HUD) announced the allocation of nearly $5 billion in American Rescue Plan Act funds to help communities across the country create affordable housing and services for people experiencing or at risk of experiencing homelessness, individuals fleeing or attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking.

In 2021, the City of Stockton submitted the 2020 – 2024 Consolidated Plan and the FY 2021 Annual Action to the Department of Housing and Urban Development (HUD).

To prevent and contain the spread of COVID-19 and its financial and health impacts HUD has waived certain CDBG and ESG program requirements. The CDBG 15 percent public service cap has been eliminated, the public comment period has been reduced from 30 days to five days (5), and allows for the ability to conduct virtual meetings in lieu of inperson public hearings in order to comply with national and local social distancing requirements.

SUBSTANTIAL AMENDMENT TO FY 2020-2024 CONSOLIDATED PLAN:

Amendments are categorized as “substantial” or “non-substantial”. An amendment is considered “substantial” if it exceeds five percent (5%) of the City’s annual entitlement. • SP‐35 Anticipated Resources 91.215(a)(4), 91.220(c)(1,2). $6,380,677 in HOMEARP funds is identified as additional financial resources.

EXHIBIT 1
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CITIZEN PARTICIPATION PLAN PROCESS:

HOME -ARPA guidelines require a 15-day public notice period to ensure that reasonable notice and the opportunity for community comment are provided. HUD also allows for the ability to conduct virtual meetings in lieu of in-person public hearings to comply with national and local social distancing requirements. The 15-day public comment period began on May 31, 2022, with the posting of the public notice in the Record, on the City of Stockton website, and through email, distribution to the program distribution list inviting comments through June 14, 2022.

CITY OF STOCKTON
SUBSTANTIAL AMENDMENT TO FY 2021-2022 ACTION PLAN
AP 15 Expected Resources:

Annual Action Plan is substantially amended to allocate HOME-ARPA funds to the following eligible activities to prevent and respond to the spread of COVID‐

EXHIBIT 1
164
EXHIBIT 1
165
NA-40 Homeless Needs Assessment – 91.205(c)
Introduction:

The following section describes the nature and extent of unsheltered and sheltered homelessness in the City of Stockton. The data presented in this section were collected from the Central Valley Low Income Housing Corporation (CLIHC), which acts as the Homeless Information Management System (HMIS) manager for the San Joaquin County/Stockton Continuum of Care (CoC). The San Joaquin CoC represents a network of local government agencies, as well as non-profit and private organizations, that provide services and assistance to homeless individuals and families. The goal of the CoC is to coordinate local efforts to identify and address the needs of the homeless population, provide coordinated outreach services, and to identify gaps and shortfalls where additional resources and coordination may be necessary. Though the CoC effort is led by the San Joaquin County Community Development Department, it incorporates the resources and efforts of a wide variety of jurisdictions, organizations and agencies. These include CVLIHC, the Housing Authority of San Joaquin County (HACSJ), Gospel Center Rescue Mission, Ready to Work, Community Medical Centers, Health Plan of San Joaquin, and representative from other cities throughout the county including the City of Stockton among other important organizations and agencies.

The tables provided below identify the estimated number of unsheltered and sheltered homeless individuals and families in the City of Stockton. The tables present data collected through the 2019 PITC and 2018 annual shelter count. It should be noted that preliminary results indicate an increase in the total number of unsheltered homeless included in the 2019 PITC, compared to the 2017 count. The increase may be attributed to improvements in the survey method and increased outreach, though actual increases in the size of the unsheltered homeless population are also likely. The data on the number of sheltered homeless residing in emergency and transitional housing facilities are those reported in the HMIS system for facilities located within the City of Stockton.

EXHIBIT 1
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Homeless Needs Assessment
Population Estimate the # of persons
experiencing homelessness
on a given night
Estimate the #
experiencing
homelessness
each year
Estimate the
# becoming
homeless
each year
Estimate the #
exiting
homelessness
each year
Estimate the #
of days persons
experience
homelessness
Sheltered Unsheltered
Persons in Households with Adult(s)
and Child(ren) 398 0 6,250 3,520 5,980 0
Persons in Households with Only
Children 3 0 75 60 70 14
Persons in Households with Only
Adults 426 921 2,000 900 1,600 0
Chronically Homeless Individuals 83 183 600 250 0 0
Chronically Homeless Families 3 0 25 12 0 0
Veterans 63 39 250 120 0 0
Unaccompanied Child 19 23 760 600 0 35
Persons with HIV 14 0 25 10 0 0
Table 31 - Homeless Needs Assessment
Data Source Comments:

Indicate if the homeless population is: Has No Rural Homeless EXHIBIT 1
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If data is not available for the categories "number of persons becoming and exiting homelessness each year," and "number of days that persons experience homelessness," describe these categories for each homeless population type (including chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth):

The 2019 PITC identified 2,629 unduplicated homeless individuals countywide, including 1,558 unsheltered homeless and 1,071 persons in emergency shelters and transitional housing facilities. The 2017 PITC identified a total of 1,552 unduplicated homeless individuals, including 567 unsheltered homeless and 985 persons in emergency shelters and transitional housing facilities. Overall, this represents a 73 percent increase in the number of homeless individuals countywide. Note, however, that the PITC may not represent a complete census of the homeless population. Due to methodological improvements, the 2019 count likely captured a larger proportion of the existing homeless population, which implies that the increase in the number of surveyed homeless individuals could be less pronounced that it would otherwise appear.

Additional information provided by the CVLIHC indicates that 2,325 unique individuals utilized emergency shelter facilities within the City of Stockton during the 2018 calendar year. The reported average length of stay for shelter residents who exited a facility during the 2018 calendar year was 42 days, while the median length of stay was seven days. The average length of stay for residents still residing in a shelter at the end of 2018 was 275 days, with a median stay of 76 days. For households with both adults and children, the average length of stay in an emergency shelter was 30 days, compared to 66 days for veterans and households with adults only.

There were also 290 persons who resided in transitional housing in Stockton in 2018. Note that there may be some duplication of persons that resided in emergency shelter facilities, but then moved into a transitional housing facility, during the same calendar year. The reported average length of stay for transitional housing residents who exited a facility during the 2018 calendar year was 178 days, while the median length of stay was 92 days. The average length of stay for residents still residing in transitional housing at the end of 2018 was 206 days, with a median stay of 148 days. The average length of stay in transitional shelter facilities for both family households (i.e., both adults and children), adults-only households, and veterans was 230 days.

Nature and Extent of Homelessness: (Optional)
See discussion below.

EXHIBIT 1
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Estimate the number and type of families in need of housing assistance for families with children and the families of veterans.

Household Type Unsheltered
(a)
Sheltered
Emergency** Transitional**
Adults 799 435 118
Children 4 224 55
Unknown 119 0 0
Total 922 659 173
Chronically Homeless (Adults and Head
of Households)
183 72 n.a.

Families with Children n.a. 92 18
Mentally Ill 170 103 19
Substance Abuse 280 125 44
Elderly (60 years and over) 42 72 7
Unaccompanied Youth n.a. 13 5
Veterans 39 27 34
Note:
(a) Data presented as a subset of the total reported unsheltered population (e.g. families with children, mental health problems, etc.) and only represents information for the 469 unsheltered individuals who were surveyed as part of the PITC. Another 453 unsheltered individuals were observed, but not surveyed for the information provided in this section of the table Table 32 - Unsheltered and Sheltered Homeless by Population Type Data Source: 2019 PIT, HMIS
Table 32 report the number of homeless persons in the City of Stockton during the 2019 PITC. There were a total of 922 unsheltered persons in Stockton on the night of the PITC, including 799 homeless adults and four children, as well as 119 persons whose age could not be identified. The PITC recorded 659 persons residing in emergency shelters, including 435 adults and 224 children. There were 173 persons residing in transitional housing facilities, including 118 adults and 16 children. While data was not collected regarding the number of unsheltered families with children there were a total of 92 sheltered families with young children residing in emergency shelters in Stockton, and 18 families with children in emergency shelter facilities. Additional data from the 2018 annual shelter count identified 209 families with children residing in emergency shelters and 23 residing in transitional housing throughout 2018.

The PITC also did not collect information regarding unsheltered unaccompanied minors, however, 13 unaccompanied minors were living in emergency shelters in Stockton, while five unaccompanied minors were living in transitional housing in Stockton.

EXHIBIT 1
169
The count identified a total of 280 unsheltered individuals with substance abuse issues, and 170 with mental health issues. Another 169 sheltered persons in the City of Stockton experienced substance abuse issues, while 122 experienced mental health issues.

The PITC identified a total of 39 unsheltered veterans and 42 individuals age 62 years or older living in the City of Stockton. There were 61 sheltered veterans living in Stockton as of the 2019 PITC, and 79 sheltered individuals age 62 years or older.

Note that the unsheltered figures provided in the bottom section of Table 32 (i.e., families with children, individuals with mental health issues, etc.) only includes information for the 469 individuals who were surveyed as part of the 2019 PIT, and does not include another 469 individuals whom surveyors observed, but did not interview and did not collect the detailed information on, similar to that provided at the bottom of Table 32. Nature and Extent of Homelessness Describe the Nature and Extent of Homelessness by Racial and Ethnic Group.

Racial/Ethnic Group Unsheltered Sheltered
Emergency Transitional
American Indian 11 7 0
Asian 25 18 4
African American 249 265 52
Pacific Islander 9 16 4
White 476 301 106
Multi-Racial 13 45 4
Unknown 139 7 3
Total, All Racial Groups 922 659 173
Non-Hispanic/Latino 488 449 133
Hispanic/Latino 245 202 34
Unknown 189 8 6
Total, All Ethnic Groups 922 659 173
Table 33 - Unsheltered and Sheltered Homeless by Race and Ethnicity Data Source: 2019 PIT, HMIS
Table 33 identifies the number of sheltered and unsheltered homeless persons present within the City of Stockton by racial and ethnic group. Based on these data, around 52 percent of the unsheltered homeless identified in the 2019 PITC were White, with African American individuals making up the second largest sub-group at 27 percent of the total. Homeless persons living in emergency and transitional shelters had similar characteristics, with 51 percent of the population in emergency shelters EXHIBIT 1
170
being White and 33 percent being African American. The population living in transitional shelters was 46 percent White, and 40 percent African American. In terms of ethnic heritage, an estimated 27 percent of unsheltered homeless were Hispanic, while 53 percent were non-Hispanic, while the ethnic heritage for another 20 percent could not be determined. Around 32 percent of the population residing in emergency shelters were Hispanic, while 66 percent were non-Hispanic. Ethnic heritage could not be determined for two percent of unsheltered individuals. Within transitional housing, 31 percent of the population was Hispanic, 68 percent was non-Hispanic, and ethnic heritage could not be determined for one percent of the population.

Describe the Nature and Extent of Unsheltered and Sheltered Homelessness.

As described previously, the data reported in Table 32 and Table 33 indicate that there were approximately 922 unsheltered homeless on a given night within the City of Stockton in 2019. The majority were adults, with only four children identified in the count. The count data indicate that there were 659 persons in emergency shelter, and 173 persons in transitional housing on the day of the survey. Roughly one-third of individuals residing in emergency shelters were children, including 92 families with children residing in emergency shelters. A little less than a third of transitional housing residents were children, with 18 families with children living in transitional housing.

Federal regulations provide special priority for four distinct sub-populations, including chronically homeless individuals and families, homeless veterans, and unaccompanied and transition age youth. The 2019 PITC identified 39 unsheltered veterans and 183 chronically homeless persons. The PITC did not report unsheltered unaccompanied youth within the City of Stockton. Additional data from the 2019 PITC indicate that there were 27 homeless veterans in emergency shelters in Stockton, and 34 veterans in transitional housing facilities. There were 183 unsheltered chronically homeless adults and head of households, and 72 chronically homeless adults and head of households in emergency shelters within the City of Stockton. There were 13 unaccompanied youth in emergency shelters and five unaccompanied youth in transitional housing.

Discussion:

Not applicable.

EXHIBIT 1
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NA-45 Non-Homeless Special Needs Assessment - 91.205 (b,d) Introduction:

The following section describes, to the extent practicable, the housing needs of persons who are not homeless, but require supportive housing. This is done through a brief analysis of the characteristics and housing needs of six special needs groups, including:
• Elderly (defined as 62 years of age and over)
• Frail elderly (defined as an elderly person who requires assistance with three or more activities or daily living, such as bathing, walking, and performing light housework) • Persons with mental, physical, and/or developmental disabilities • Persons with alcohol or other addictions
• Victims of domestic violence, dating violence, sexual assault, and stalking These housing needs were identified through consultations with various organizations and service providers representing each of the special needs groups. The facilities and services available to meet the needs of these subpopulations are discussed in the Market Analysis (MA-35) section of this plan.

Describe the characteristics of special needs populations in your community:

Elderly and Frail Elderly
According to the 2011-2015 CHAS, 27,694 Stockton households contained at least one resident age 62 and over, accounting for 30.0 percent of total households. There were 9,329 households that contained at least one person age 75 and over, representing 10.1 percent of all Stockton households. The 2013- 2017 ACS indicate that 43.2 percent of persons age 65 and over are disabled. Approximately 30.7 percent of disabled individuals age 65 and have ambulatory difficulty, while 23.0 percent have difficulty living independently, 13.5 percent have a cognitive disability, and 12.0 percent have difficulty with selfcare. Roughly 15.0 percent have difficulty hearing, while eight percent have vision difficulty. A person may have more than one disability.

Persons with Disabilities
According to the 2013-2017 ACS, an average 13.7 percent of Stockton residents had a disability, regardless of age. The largest disabled subpopulation included those between the ages of 18 and 64, which accounted for 56.1 percent of all disabled persons. The second largest subgroup was those age 65 and over, which accounted for 35.9 percent of all disabled persons. Disabled children age five to 17 represented 7.6 percent of all disabled persons. Disabled children under five years of age represented

0.3 percent of all disabled persons. The most common disabilities included ambulatory difficulties, which affected approximately 60 percent of the disabled population. Cognitive and independent living difficulties impacted 43 percent and 40 percent of disabled individuals, respectively. The remaining disability categories, including hearing, vision, and self-care difficulties each impact around 20 percent of all disabled persons.

EXHIBIT 1
172
Persons with Alcohol/Drug Addiction
According to the 2017 U.S. Department of Health and Human Services conducts the National Survey on Drug Use and Health (NSDUH) approximately 11.2 percent of the national civilian, non-institutionalized population, age 12 years and over used illicit drugs during the prior month. Estimates for California indicate that approximately 13.1 percent of the statewide population used illicit drugs during the month prior to taking the survey. Nationally, around 52 percent of the population use alcohol, with 47 percent being binge drinkers. In California, approximately 50 percent of the population are alcohol users, with 24 percent being binge drinkers.

While no city-level data is available through the NSDUH, the 2019 PITC identified 280 unsheltered homeless individuals, 125 individuals in emergency shelter, and 44 individuals in transitional housing who acknowledged suffering from alcohol and/or drug addiction.

Victims of Domestic Violence
The available data on the prevalence of domestic violence, dating violence, sexual assault, and stalking are quite limited. As described earlier, the WCYFS assisted 3,000 victims of domestic violence and of sexual assault via their 24-hour help-lines in fiscal year 2017/2018. While not all victims of domestic violence or sexual assault require housing assistance, the WCYFS provided emergency shelter to 305 uniqueindividualsattheDAWNHousefacilityinfiscalyear2018/2019.TheWomen’sCenterSafeHouse facility housed 101 homeless and runaway youth in fiscal year 2017/2018. Between the Safe House and Opportunity House facility, the WCYFS housed 127 young adults and seven children, and provided services to 111 homeless youth at their Drop In Center in fiscal year 2017/18. The WCYFS also provides essential services for victims of human trafficking and operates the County’s Human Trafficking Task Force. In fiscal year 2017/2018, the WCYFS assisted an average of three and a half victims per month and identifies 44 a risk or confirmed CSECs.

What are the housing and supportive service needs of these populations and how are these needs determined?
Elderly and Frail Elderly
The Stockton Housing Element Background Report identifies, and consultations confirm, that three main factors that contribute to the ability of elderly households to secure and maintain adequate housing, including transportation, income, and housing. Many elderly persons are unable to drive and depend on public transportation, transportation provided by others, or walking. The elderly often rely on fixed income sources, like Social Security or Supplemental Security Income (SSI). Recipients often have difficulty finding market-rate housing that fits their budget. Consultations indicate that the elderly are one of the fastest-growing populations accessing food assistance. Many elderly households consist of a single person living alone or a couple, and often desire smaller more affordable housing units that require less maintenance. Elderly homeowners not living in these lower cost, lower maintenance units EXHIBIT 1
173
may require assistance with regular household and yard upkeep.

Persons with Disabilities
Disabled persons housing needs depend on the nature and severity of their disability. Physically disabled persons require modifications to their housing units, such as the installation of wheelchair ramps, elevators or lifts, accessible fixtures and appliances, handrails, etc. In those cases where a person’s disability prevents them from operating a vehicle, proximity to services and access to quality public transportation is critical. When disability prevents an individual from working or limits income, housing costs are challenging. The elderly disabled, as well as those with employment and independent living difficulties, may rely on Supplemental Security Income (SSI), which is often insufficient to afford market rate housing. Persons with severe physical or mental disabilities may also require supportive housing, nursing facilities, or care facilities.

Persons with Alcohol/Drug Addiction
Organizations that provide supportive housing and services for addicts indicate that these persons require a significant amount of intervention, treatment, complementary services, and case management. Resident group quarters facilities typically provide the most appropriate settings for these activities.GospelCenterRescueMission’s(GCRM)NewLifeProgram(NLP)providesresidentialaddiction treatment for men, women, and families, with a capacity for 100 beds. New Directions Alcohol and Drug Awareness program also provides group quarters residential alcohol and drug treatment, with a capacity of 30 inpatient beds and 45 patients via outpatient therapy. lack of available affordable housing is the most important housing related issues participants face, as many participants have difficultly securing adequate housing following completion of their program, in some cases resulting in their return to unsafe and/or unhealthy living environments.

Victims of Domestic Violence
According to WCYFS staff, there is no “typical client” as it pertains to the provision of services to persons experiencing domestic violence, sexual assault, and/or stalking. Victims can require a wide array of housing assistance and social services. Housing needs can range from simple emergency shelter and transitional housing, to the need for protective shelter. Social service needs can range from crisis counseling, group therapy, and educational programs to hospital response, accompaniment to law enforcement agencies and court proceedings, and legal assistance. Other important services for persons experiencing, or recovering from, domestic violence can include mental healthcare, childcare, employment counseling and training, and transportation, though housing remains the most prevalent need. Victims of domestic violence, and related issues, can have a wide variety of housingneeds.

Discuss the size and characteristics of the population with HIV/AIDS and their families within the Eligible Metropolitan Statistical Area:

Not applicable.

EXHIBIT 1
174
Discussion:

Regardless of special needs status, consultations with public and private service sector providers indicate that the most immediate issue facing those who are not homeless but require supportive housing is the ability to find landlords willing to accept HCVs. Data provided by the HACSJ indicate that ofthe 5,174 HCV’s available countywide, only 78 percent were utilized as ofOctober 2019, indicating that 1,150 HCV recipients are unable to secure housing despite having a HCV. This is due to a confluence of factors including the stigma associated with HVC recipients and the difficulty of finding a willing landlord who has a vacant unit that also meets quality standards and rent limits set by HUD.

Stakeholders report that in many cases, landlords are discouraged from accepting HCVs because the per unit operating costs and restricted rental rates exceed the Fair Market Rents set by HUD, which would result in a net deficit to the landlord. As an incentive for landlords to accept HCVs, in 2018 the CVLIHC began offering one-time up-front cash payment of $1,500 for units rented below FMR, and $500 for units rented above FMR. Additionally, the CVLIHC hired a staff person whose sole job is to build relationships with landlords and encourage them to rent to HVC holders. While CVLIHC staff indicate the housing locator and cash incentives have expanded the pool of landlords willing to accept HCVs, demand for HCVs still dramatically exceeds supply. For more information regarding the potential revenue deficit landlords who accept HCVs face, see MA-15: Housing Market Analysis: Cost ofHousing.

Additionally, stakeholders identified pro-active and sustained code enforcement for single-family housing, as well as market rate multi-family housing, and stronger renter protections as a serious housing need. For example, numerous stakeholders indicate that lower income residents who live in poorly maintained rental units are hesitant to file code enforcement complaints out of fear of retaliatory actions, such as eviction. Fred Shiel of STAND Affordable Housing indicates that this is especially true of the city’s undocumented migrant population, who fear deportation in addition to eviction. However, oneimportant caveatnotedby stakeholders representingthecity’selderlypopulationis thatcode enforcement efforts must take into account the limited ability of many elderly residents, both physical and financial, to maintain their homes in accordance with adopted codes, and that punitive actions, such as fines, should not cause an undue burden.

EXHIBIT 1
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NA-50 Non-Housing Community Development Needs – 91.215 (f) Describe the jurisdiction’s need for Public Facilities:

The CDBG program regulations identify a broad range of eligible activities, including but not limited to acquisition and disposition of real property, construction of public facilities and improvements, and the provision of public services, among a wide variety of other categories of eligible activities. However, the regulations also identify certain ineligible activities, including buildings (or portions thereof) used for general government activities, general government expenses, political activities, purchases of equipment, and operating and maintenance expenses.

The last exclusion identified above pertaining to operating and maintenance expenses is particularly important in Stockton, which faces a significant deferred maintenance burden. According to the 2019- 2024 Capital Improvement Program (CIP), the Facilities Conditions Assessment completed by the City in fiscal year 2017/2018 identified more than $700 million in deferred maintenance costs for City facilities, without accounting for maintenance and repair needs of City Hall. Nonetheless, the CIP identifies a variety of other capital improvement needs that are eligible for CDBG funding, including construction and reconstruction of various public facilities, including police and fire facilities, parks, golf courses, libraries, and other City buildings and infrastructure. The CIP includes public facility projects totaling $382 million over the current five-year planning period, which accounts for around 35 percent of the $1.1 billion long-term CIP.

This section of the Consolidated Plan does not specifically identify the portion of the CIP that is anticipated to be funded using CDBG dollars, as the City evaluates and priorities projects under the CIP on an annual basis based on the availability of funding from a wide variety of sources, including CDBG.

Nonetheless, the first four years of the CIP are financially constrained, but does reflect some projects where funding has been identified. The fifth year of the CIP reflects the City’s unfunded needs in addition to projects with identified funding. For example, the CIP budgets approximately $39.7 million, or roughly ten percent, of the CIP budget for public facility improvements in the first four years of the program, while the remaining $342 million, or 90 percent, of the CIP public facilities budget is planned for the fifth year. Projects budgeted for the first four years of the CIP, some of which have identified funding sources, tend to include maintenance and minor renovation projects, such as ADA compliance, repaving, HVAC repairs, roof replacement and construction, and recreation center renovations, only some of which are eligible for CDBG funding. More costly unfunded projects budgeted for the fifth year include a City facility assessment rehabilitation program, reconstruction of two fire stations, construction of a regional emergency services dispatch center, and construction of a new Police Department firing range, most of which would be eligible for CDBG funding.

How were these needs determined?
The jurisdiction’s need for public facilities, as described above, was primarily identified through an evaluation of the City of Stockton CIP, as well as various Stockton General Plan elements. Additional needs were identified through consultations with a variety of affordable housing stakeholders, homeless service providers, the Mayor’s Office (broadband needs), and other social service organizations in EXHIBIT 1
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Stockton. Additional information was added based on consultations conducted during the recent General Plan update process.

The CIP represents a five-year plan for the implementation of public projects necessary to maintain and improve the public works of the City and to implement the Stockton General Plan. This includes the development and maintenance of buildings, parks, golf courses, utilities, and the transportation system, among other components. To identify needs to be incorporated into the CIP, Public Works staff consulted with other City departments, as well as a variety of external agencies, including the Council of Governments and the Regional Transit District. A public participation process was also utilized to solicit input from the community at large. Based on this input, staff from Public Works and the Department of Municipal Utilities developed a list of proposed projects, which was then coupled with available revenue projections in order to identify potential funding sources including, but not limited to, the General Fund, Public Facilities Fees, Enterprise Funds, and various State and federal grants. Upon approval of the 2019- 2024 CIP, the City estimated that implementation of the complete CIP would cost roughly $1.1 billion. Of that amount, funding sources have been identified for only $592.3 million.

Describe the jurisdiction’s need for Public Improvements:

The City’s 2019-2024 CIP identifies improvements to the transportation system necessary to improve traffic flow, safety, and personal mobility, many of which are eligible for CDBG funding. They are similarly intended to accommodate growth, foster economic development, promote diverse transit modes, reduce air pollution, and to preserve and expand the existing transportation network. Projects associated with the transportation component of the CIP are primarily focused on new bicycle and pedestrian paths, road diets, street resurfacing, neighborhood traffic calming initiatives, projects that enhance safe routes to school, bridge repairs and replacements, and curb and gutter repairs. The need for improved pedestrian facilities was seconded by residents of the Conway Homes affordable housing development in South Stockton. According to Pandora Crowder, President of Conway Homes Resident Council, the neighborhood around Conway Homes lacks sidewalks and sufficient pedestrian infrastructure to facilitate safe travel.

The Public Works Department has been successful in securing grant funding for transportation related projects. As a result, the CIP includes a significant list of transportation projects that have either already secured grant funding, or will be included in applications for grant funding in the near future. However, the CIP also indicates that an annual budget of approximately $10 million would be necessary to adequately resurface pavement in such a way as to simply maintain the roadway network in its existing condition. The potential cost could increase significantly if streets warrant reconstruction due to severe stress, among other factors, which may also make those improvements eligible for CDBG funding.

Despite this, the existing CIP allocates only $2.5 million annual for roadway maintenance, with an additional $2.6 million in additional federal funds anticipated in the later three years of the plan.

Improvement and expansion of the existing water, wastewater, and storm water utilities are primarily funded through utility user fees, connection fees, and Public Facilities Fees. According to the CIP, the Wastewater Enterprise is currently planning for Phase II of its Capital Improvement and Energy EXHIBIT 1
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Management Plan (CIEMP), which represents a $190 million project intended to repair, replace, and upgrade the Regional Wastewater Treatment Facility, some components of which are over 60 years old and are running past their effective operating lifespans. To complement the CIEMP, Wastewater Enterprise also proposes the use of funds for pump station and pipeline repair and replacement in areas with undersized and/or aged infrastructure. The CIP also includes an update to the Sewer Master Plan in the fiscal year 2019/2020 budget. Under CDBG regulations, many of these improvements may be eligible for CDBG funding so long as they pertain to construction or reconstruction of facilities, versus ongoing maintenance or repairs.

The CIP also indicates that unless the Stormwater Enterprise is permitted to increase the user fee rate, which has remained unchanged since 1992, the utility will be insufficiently funded to conduct permit compliance activities and needed capital improvements. Without additional revenues, the utility is unlikely to be able to fund improvements necessary to correct existing pipeline and pump station deficiencies. To the extent that these facilities include construction, they may be eligible for funding.

How were these needs determined?
The jurisdiction’s need for public improvements, as described above, was identified through an evaluation of the adopted CIP, as well as various other General Plan documents. Additional needs were identified through consultations with affordable housing stakeholders and developers, homeless service providers, and other agencies in Stockton.

Describe the jurisdiction’s need for Public Services:

Under CDBG regulations, entitlement funds can be used to fund public services to the extent that those services are new or represent a quantifiable increase in the level of service.

Consultations with a variety of stakeholders, ranging from affordable housing developers to public and non-profit service providers, indicate the highest priority service needs are those that enable residents to secure and maintain quality affordable housing, as well as transportation improvements that provide better connectivity between employment opportunities and the existing and planned affordable housing inventory. Numerous public, private, and non-profit service providers indicate that the existing public transportation system is not robust enough (e.g., too few routes, infrequent headways) to get workers to and from their jobs in a timely manner, particularly for those who work in many of the industrial areas which are not well serviced by public transit. This has made it difficult for lower-income residents, particularly those attempting to exit homelessness or those who are nearing the end of Rapid Rehousing Assistance, to maintain steady employment and the earned income stream necessary to secure and maintain adequate housing. While some service providers provide transit to and from work as part of their programs, consultations indicate it is extremely costly to do so on an ad-hoc basis.

Other public services that would better enable lower-income residents to secure the earned income necessary to maintain stable housing include more affordable childcare options. While some programs like First 5 California or the Family Resource and Referral Center of San Joaquin County do offer childcare services for lower-income residents, stakeholders indicate they are heavily impacted. Ongoing EXHIBIT 1
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mental health care is another primary need for individuals at-risk of homelessness. There is a perceived pattern that homeless and at-risk persons facing mental health issues reach a point of crisis, receive assistance,only torepeatthecycleoncetheyaredeterminedtobe“stabilized”andmentalhealth services are reduced. Consultations also revealed there are a number of programs throughout the city and county for services such as vocational/life skills training, case management, and accesses to health care services which could be better coordinated and advertised to the public. Not only would this help to make services within the city and county more accessible, but it would also help to identify gaps in service provision.

While public services related to securing and maintaining housing were identified as one of the highest priorities, enhanced crime reduction is also a priority. With a long history of high crime rates, including violent crime, the City Council initiated a process in January 2012 to develop the Stockton Marshall Plan to reduce crime and improve public safety. Since initiation of the Marshall Plan, the City made significant stridesinitsfightagainstcrime.DataobtainedthroughtheU.S.FederalBureauofinvestigation’s(FBI) UniformCrimeReporting(UCR)databaseshowsthatbetween2012and2016Stockton’stotalPartI crime rate (i.e., the number of Part I crimes committed per 100,000 residents) fell 22 percent. Part I crimes consist of violent crimes (i.e., murder and non-negligent homicide, rape, robbery, and aggravated assault) and property crimes (i.e., burglary, motor vehicles theft, larceny-theft, and arson). During the same time-period, Stockton’s violent crime rate decreased eight percent, while the property crime rate decreased26percent.DuetochangesintheCity’sreportingpractices,datacollectedafter2016isnot comparable to previous years, though the data indicate that between 2017 and 2018 Stockton’s total Part I crime rate increased four percent, primarily driven by a six percent increase in the rate of property crimes committed. During this time, the City’s violent crime rate decreased one percent. Despite these improvements, crime rates in the City of Stockton are well above the statewide average.

How were these needs determined?
The jurisdiction’s need for public services, as described above, was primarily identified through a review of applicable City planning documents, including the 2015-2020 Consolidated Plan and associated Consolidated Annual Performance Review (CAPER) documents, as well as applicable General Plan document. Additional needs were identified through consultations with a variety of affordable housing stakeholders, homeless service providers, social service providers, and City staff.

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City of Stockton
Legislation Text
File #: 22-0511, Version: 1

APPROVE A MOTION TO JUSTIFY EXCEPTION TO THE COMPETITIVE BID PROCESS AND

ENTER INTO SERVICE AGREEMENTS WITH EMPOWER RETIREMENT, LLC, FOR INVESTMENT AND RECORDKEEPING ADMINISTRATION SERVICES FOR THE 457(B), 457(B) PART-TIME, TEMPORARY, SEASONAL, AND 401(A) DEFERRED COMPENSATION PLANS

RECOMMENDATION
It is recommended that the City Council approve a motion to:

2. Authorize the City Manager to execute one-year service agreements with the option of two (2), one (1) year extensions, for investment and recordkeeping administration services; and

3. Approve findings pursuant to Stockton Municipal Code 3.68.070 in support of an exception to the competitive bidding process.

It is also recommended that the City Manager be authorized to take necessary and appropriate actions to carry out the purpose and intent of the motion.

Summary
The City of Stockton offers two Section 457(b) Plans and one Section 401(a) Plan. One of the 457(b) Plans is a voluntary plan for full time employees. The second Section 457(b) Plan is a mandatory plan for part-time, seasonal, and temporary employees and serves as a mandated Social Security replacement plan for employees not eligible for enrollment in the California Public Employees Retirement System (CalPERS) due to the City not participating in Social Security. The 401(a) Plan exists for specifically contracted obligations that have been in place over various periods of time.

The City entered into a five-year service agreement with Empower Retirement, LLC, previously known as MassMutual, on May 1, 2014 to provide investment and recordkeeping administrative services for the City’s 457(b) and 401(a) plans, with the option of two (2), one (1) year extensions.

Upon expiration of this agreement, an RFP was issued.

On April 21, 2021, the issuance of a Request for Proposal (RFP) for Plan Provider and Recordkeeping services for these plans was approved by the City Manager. Human Resources staff worked with Shuster and the Procurement Division to complete the Request for Proposal (RFP) process. The RFP responses were received on April 14, 2022.

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Recently, there has been a dramatic increase in interest rates in the stock market which could potentially have a negative impact to plan participants if a provider change was made for recordkeeping and administrative services. The Fixed Account in the City of Stockton’s 457(b), 401(a), and Part-time plans have a market value adjustment (MVA) that can be par, negative, or positive which only comes into play when a contract is terminated. When the RFP was published, the Fixed Account MVA was par, therefore a contract termination would not have had a negative impact on plan participants. With the recent interest rate increases in the fixed income marketplace, the MVA for the Fixed Account in the City’s plans has gone from par to negative in a very short timeframe.

If the City were to change service providers for investment and recordkeeping services and the Fixed Account contract was terminated and assets were liquidated, the approximate financial loss to employees would be $2,300,000 as of the end of April 2022. This loss not only negatively impacts the participants but would also have a negative impact on the recordkeeping and administrative expenses of the plan and could also negatively impact the fixed interest rate offered by alternative providers.

DISCUSSION
Background
The City sponsors a voluntary employee-funded retirement savings program through a Section 457 Plan for the full-time employees, a mandatory Section 457 Omnibus Reconciliation Act of 1990 Plan (OBRA) for the part-time, seasonal, and temporary employees, and a Section 401(a) Plan for specified individual(s)/groups. Each plan is held for the exclusive benefit of eligible participants and their beneficiaries.

In October 1972, Council adopted Resolution 30,047 providing for a deferred compensation Section 457 Plan for specific full-time employees of the City. In 1978, the ability to participate in the voluntary plan was opened to all bargaining units with the exception of safety employees. Participation in the Section 457 Plan was extended to the Fire Unit in 1981 and to the Police Unit in 1984. Currently, fulltime employees in all bargaining groups have the ability to participate in the voluntary full-time Section 457 Plan.

In July 1991, the City established a Section 457 OBRA Plan for all part-time, seasonal, and temporary employees, who are not eligible for enrollment in the City’s CalPERS plan, to provide a retirement plan alternative to Social Security, since the City does not participate in Social Security. The Omnibus Reconciliation Act of 1990 (OBRA) introduced into law IRC Section 3121(b)(7)(f), which provided for an alternative to the Federal Insurance Contributions Act (F.I.C.A.), a Social Security tax. The City automatically reduces the eligible employees’ wages each pay period by 7.5% and has this amount deferred under this plan. As a result, employees of a government entity may deposit money into a private retirement plan instead of Social Security, as defined in Section 457(h) of the Internal Revenue Code.

In July 2009, pursuant to the agreement extension between the City and the Fire Unit, the City established a 401(a) Plan as an investment vehicle in which members of the Fire Unit were permitted to convert ninety-six (96) hours of longevity vacation leave and credit it to a tax deferred 401(a) Plan.

In addition to the 96-hours, a 1% benefit for the Fire Unit was paid by the City into the 401(a) Plan City of Stockton Page 2 of 3 Printed on 6/8/2022
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until July 2010, when the 1% benefit contribution was redirected by a 1% contribution to a Health Reimbursement Account (HRA). Since 2008, participation in the 401(a) Plan has been extended to the City Manager.

Since the establishment of the 457 plans in 1972, the City has had a variety of providers for investments and recordkeeping services, such as Guaranty Savings, American Savings, Sacramento Savings, Stockton Savings, and the J & W Seligman Group. In 1983, ICMA-RC began providing investment and recordkeeping services for the City, and in 1990, the City added The Hartford as an investment and recordkeeping option to employees. The Hartford provided services until they were purchased by Empower Retirement, LLC in late 2012. Empower Retirement, LLC assumed the contractual obligations of The Hartford to serve as a co-plan provider and recordkeeper alongside ICMA-RC.

Present Situation
By remaining with Empower Retirement, LLC for investment and recordkeeping services, the City protects the plan and participants from a negative financial impact. Staff will work with the City’s fiduciary consultant and continue to monitor the interest rate environment and the impact to the fixed account.

Findings
Stockton Municipal Code section 3.68.070 provides an exception to the competitive bidding process in cases where the City Council has approved findings that support and justify the exception. Below are proposed findings which, if adopted by Council, constitute sufficient grounds for making such an exception:

1. Sole Source - Empower Retirement, LLC has provided investment and retirement administrative services for the City since 2014. As discussed in this report, changing service providers at this time could result in either significant financial losses to employee participants with assets in fixed accounts, and/or cause all employee participants to be negatively impacted with higher fees.

FINANCIAL SUMMARY
There is no administrative cost to the City associated with the Section 457 and Section 401(a) Plans.

Each Section 457 Plan is a retirement savings program fully funded by the participants. The Section 401(a) Plan is an employee/employer funded Plan, with City contributions determined by employment contract or, if applicable, labor agreements.

Attachment A - Agreement Empower Retirement, LLC - 401(a) Attachment B - Agreement Empower Retirement, LLC - 457(b) Attachment C - Agreement Empower Retirement, LLC - 457(b) Part-time / Temporary / Seasonal City of Stockton Page 3 of 3 Printed on 6/8/2022
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1 Version: V1-2

RESTATED

MASTER SERVICES AGREEMENT
For

CITY OF STOCKTON
(the “Plan Sponsor”)
Group Client Number
061361

ATTACHMENT A
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Table of Contents

1. Definitions .............................................................................................................................................3

2. Scope of the Agreement .......................................................................................................................4

3. Fees/Charges & Fee Disclosures .........................................................................................................4

4. Confidentiality........................................................................................................................................4

5. Data Protection .....................................................................................................................................5

6. Business Continuity & Disaster Recovery ............................................................................................5

7. Records & Audit ....................................................................................................................................6

8. Intellectual Property Rights ...................................................................................................................6

9. Liability & Indemnification .....................................................................................................................6

10. Dispute Resolution................................................................................................................................7

11. Term & Termination ..............................................................................................................................7

12. Miscellaneous .......................................................................................................................................8 Exhibit 1: Data Security & Privacy Addendum ............................................................................................11 Exhibit 2: Procedures For Complying With Fund Company Market Timing And Excessive Trading .........16 Exhibit 3: Privacy Notice .............................................................................................................................17 Exhibit 4: Business Continuity Plan Notice .................................................................................................19 Schedule A: Recordkeeping Services Schedule ........................................................................................20

ATTACHMENT A
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This Restated Master Services Agreement (“Agreement”) is dated July 1, 2022 (“Effective Date”) and sets forth the general terms and conditions under which Empower Retirement, LLC will provide Services to the undersigned Plan Sponsor with respect to the employee benefit plan(s) sponsored by Plan Sponsor, as identified in the attached Schedules (the “Plan” or “Plans”). This Agreement amends and restates the prior Administrative Services Agreement entered into between the parties in its entirety.

1. DEFINITIONS
“Affiliate” means a corporate entity that directly or indirectly is controlled by or is under common control with a party, including any entity that conforms to this definition after the effective date of this Agreement. “Agreement” includes this Master and any Exhibits, Schedules, notices and other documents attached, incorporated or referenced herein.
“Business Day” means any day, and only for as many hours as, the New York Stock Exchange is open. “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Data” has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1. "Data Protection Laws" has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1.
“Direction” and “Direct” and their similar terms shall mean the instruction, authorization, or direction given to Empower by the Plan Sponsor, another fiduciary of the Plan, or a person that Empower reasonably believes to be authorized to act on behalf of the Plan Sponsor or another fiduciary. Plan Sponsor directs Empower to process certain Plan transactions based solely on Participant instruction under the terms of this Agreement.
“Empower” and “Empower Retirement” refer to Empower Retirement, LLC and its Affiliates with respect to products and Services offered in the retirement markets, including but not limited to recordkeeping and other financial services.
“Information Security Breach” has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1.
“Investment Options” means those investment options made available under the Plan based on Plan Sponsor or another Plan investment fiduciary designated by the Plan Sponsor (other than Empower or one of its Affiliates).
“Participant” shall mean an employee, former employee, participant, former participant, member, beneficiary or alternate payee who is or may be entitled to participate in or receive benefits under the Plan. “Personal Data” has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit

1. “Plan Administrator” means a designated employee or committee, or a third party retained by Plan Sponsor or named in the Plan (other than Empower or one of its Affiliates), to be the “plan administrator” and “named fiduciary” as defined by applicable law.
“Plan Data” has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1.

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“Plan Sponsor” means the Plan Sponsor identified above, the Plan Administrator, named fiduciaries, and other delegates of the Plan Sponsor (other than Empower or one of its Affiliates) as dictated by the context. “Services” means the services provided by Empower or an Empower Affiliate, as applicable, acting as a service provider Directed by the Plan Sponsor to perform such Services under an applicable Schedule.

Empower shall provide the Services in a non-fiduciary capacity (except where Empower acknowledges its fiduciary status in writing). The provision of Services shall be governed by the terms and conditions set forth in this Agreement, by applicable law and regulations and any additional terms and conditions contained in the applicable Schedule.

2. SCOPE OF THE AGREEMENT
This Agreement sets forth the terms and conditions pursuant to which Plan Sponsor may receive Services from Empower or an Empower Affiliate, as the case may be, pursuant to a separate Services Schedule attached hereto. These terms and conditions will be deemed to be incorporated by reference into each and every Schedule entered into between the parties. Each Schedule will be a separate agreement between Plan Sponsor and the Empower Affiliate that enters into the Schedule. All references to “Empower” in this Agreement will be deemed references to Empower or the Empower Affiliate, as the case may be, that entered into the Schedule.

3. FEES/CHARGES & FEE DISCLOSURES

3.1 Fees / Charges. Plan Sponsor agrees to pay Empower for the Services. Unless otherwise Directed by the Plan Sponsor, the Plan Sponsor hereby Directs Empower to deduct applicable Plan expenses from the Plan and/or Participant accounts, as applicable.

4. CONFIDENTIALITY

4.1 Confidential Information. In order to perform the Services, both parties may have access to certain information of the other party, including, without limitation, trade secrets, commercial and competitively sensitive information of the party related to business methods or practices, and proprietary software or websites of a party (“Confidential Information”). For the purpose of clarity, any software or website owned, licensed, or made available by Empower (“Empower Software”) is Confidential Information of Empower. The parties mutually agree to hold all Confidential Information of the other party in confidence and not to disclose any Confidential Information of the other party to anyone except the parties’ Affiliates, suppliers, and respective personnel in connection with the performance or receipt of Services hereunder, or as otherwise directed or approved by the other party or its agents. Confidential Information does not include: information that is otherwise in the public domain through no action of the non-disclosing party; information that is acquired by a party from a person other than the other party or its agents without any obligation of confidentiality; or information that is independently developed by a party without reference to the Confidential Information of the other party.

4.2 Permitted Disclosures of Confidential Information.

4.2.1 Legally Required Disclosures. In the event a party is required to make a legally required disclosure of the other party’s Confidential Information, such party shall notify the other party of the disclosure as soon as reasonably practicable and shall cooperate with any efforts by such party to obtain protective treatment of such Confidential Information to the extent permitted by law. The foregoing shall not apply to (i) broad-based regulatory examinations associated with a party’s general business or operations; (ii) disclosures made in conjunction with a law enforcement investigation or inquiry; (iii) or where notice is prohibited by law. For purposes of Rule 14(b)-1 and Rule 14(b)-2 of the Securities Exchange Act

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of 1934, as amended from time to time, Plan Sponsor authorizes Empower, and/or its Affiliates and services providers, to provide the name, address and share position of the Plan with respect to any class of securities registered under the Investment Company Act of 1940 when requested by such SEC registrant for purposes of shareholder meetings. The above-referenced rules prohibit the requesting SEC registrant from using the Plan’s name and address for any purpose other than corporate communications of the type contemplated under the rules.

4.2.2 Authorized Disclosures. Plan Sponsor authorizes Empower to disclose Data to Empower’s Affiliates and service providers in connection with Empower’s performance of Services under this Agreement. In addition, Plan Sponsor authorizes Empower to disclose Data to Plan Sponsor’s advisors, third-party administrators, service providers (such as payroll providers) and representatives authorized by Plan Sponsor in writing to receive such Data. Empower may use and disclose, for benchmarking and research purposes, de-identified Data that is aggregated with other anonymized data of a similar nature across Empower’s client base in a manner that makes such Data unidentifiable to a particular individual or plan. Empower’s current Privacy Notice is attached to this Agreement, but shall not lessen any of Empower’s obligations regarding Personal Data hereunder. Plan Sponsor agrees that any changes to the Privacy Notice may be delivered to Plan Sponsor through the Plan Service Center or by email to designated representatives of the Plan Sponsor.

4.2.3 Disclosures of Personal Data to Plan Sponsor. Plan Sponsor may direct Empower to provide Plan Sponsor or its designated agent with information (which may include Personal Data) received from or in relation to Participants in connection with the performance of Services under this Agreement, which may include private information shared by the Participant during recorded phone calls and written or electronic correspondence.

5. DATA PROTECTION

5.1 Mutual Obligation to Protect Data. Empower and Plan Sponsor each agree to maintain and hold in confidence all Data and Confidential Information, as applicable, received in connection with the performance of Services under this Agreement. Empower and Plan Sponsor agree that their collection, use and disclosure of all Data is and will at all times be conducted in compliance with all applicable Data Protection Laws. Each party will implement, support, and maintain appropriate physical and logical security measures designed to secure Data, and will take all commercially reasonable organizational and technical steps to protect against unlawful and unauthorized processing of Personal Data. In accordance with the foregoing, Empower maintains a comprehensive data security program designed to safeguard Data and access to the Empower Software and systems, as further set forth in the Data Security & Privacy Addendum attached hereto as Exhibit 1.

5.2 Mutual Notice of an Information Security Breach. The parties will promptly notify each other in the event of an Information Security Breach. Such notice shall include: (i) the consequences of the breach, including (without limitation) any potential impact on the other party’s security measures, systems, Data, Confidential Information, or the Empower Software; and (ii) the corrective action taken to remedy the breach. In addition to the foregoing, Plan Sponsor will notify Empower immediately upon discovering a compromise of the security and/or log-on credentials of any Plan Sponsor employee or agent that has a plan administration role in Empower’s system.

6. BUSINESS CONTINUITY & DISASTER RECOVERY
Empower will maintain business continuity and disaster recovery procedures to address the security, integrity and availability of the technology, operational, financial, human and other resources

ATTACHMENT A
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required to provide mission-critical Services in the event of a natural disaster or other interruption of normal business operations. Such procedures will be tested at least once annually. GWFS Equities, Inc.’s current Business Continuity Plan Notice is attached to this Agreement. By executing this Agreement, Plan Sponsor acknowledges receipt of this Notice.

7. RECORDS & AUDIT

7.1 Record Retention. Empower shall retain all records in its custody and control that are pertinent to performance under this Agreement in accordance with its record retention policy and as required by law. Subject to the foregoing, each party agrees to return or destroy the other party’s Confidential Information and Data once it is no longer required for the purpose of performing or receiving the Services, provided that the parties are not obligated to destroy copies of Confidential Information or Data that must be retained for audit, legal or regulatory purposes, or that is stored in non-readily accessible electronic format, such as on archival systems; in such cases Empower’s data protection obligations shall continue until such Data is destroyed in accordance with Empower’s record retention policy.

7.2 SSAE 18. Each year upon the request of Plan Sponsor, Empower will provide a copy of the review performed by Empower’s external auditors under the “Statement of Standards for Attestation Engagements Number 18, Attestation Standards: Clarification and Recodification” of the American Institute of Certified Public Accountants (“SSAE18”) SOC 1, or any new or replacement standard or protocol established by the American Institute of Certified Public Accountants.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Plan Sponsor Materials. As between the parties hereto, excluding the Empower Materials (as defined below), Plan Sponsor shall own materials, trademarks, trade names, logos, trade dress, and other Confidential Information provided or made accessible by Plan Sponsor to Empower for use in providing the Services (collectively, the “Plan Sponsor Materials”). Plan Sponsor grants Empower a limited, revocable right and license to use Plan Sponsor’s name, logo, and trademarks in materials created by Empower in connection with providing the Services. Nothing contained herein shall prohibit Empower from referencing client partnerships in the normal course of public-relations communications or in materials prepared at the request of prospective clients.

8.2 Empower Materials. As between the parties hereto, Empower and its Affiliates shall own all materials, documentation, user guides, forms, templates, business methods, trademarks, trade names, logos, websites, Empower Software, technology, computer codes, domain names, text, graphics, photographs, artwork, interfaces, and other information or material provided by Empower or its Affiliates hereunder (collectively, the “Empower Materials”). Empower grants to Plan Sponsor and Participants (as applicable) a non-exclusive, non-transferable license to use the Empower Materials during the term of the Agreement for purposes of using Empower’s Services hereunder and subject to the terms and conditions set forth in this Agreement and any terms of use associated with Empower Software. All rights with respect to the Empower Materials not specifically granted hereunder are reserved by Empower.

9. LIABILITY & INDEMNIFICATION

ATTACHMENT A
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to provide Direction to Empower, including but not limited to prior service providers, investment advisors, or any authorized agent thereof; 2) any performance of the Services that is in strict compliance with the terms of this Agreement; or 3) Plan Sponsor’s or its designee’s failure to provide accurate documents, material, information or data to Empower or its Affiliates, as applicable on a timely basis.

9.2 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS

AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL,

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

LOSS OF REVENUE OR PROFIT) EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Insurance. Empower will, at its own cost and expense, procure and maintain in full force and effect throughout the term of this Agreement insurance coverage that is reasonably appropriate to the Services provided under this Agreement and any Schedule hereto. The requirements in this section are not intended to, and will not in any way, limit or qualify the liabilities and obligations of Empower under this Agreement.

10. DISPUTE RESOLUTION
The parties shall engage in reasonable and good faith discussions to resolve any dispute arising out of or relating to this Agreement. If the parties are unable to agree between themselves, the parties will submit the dispute to non-binding mediation conducted by a private mediator agreed to by both parties. If the parties cannot agree on a mediator, the mediator may be selected by a nationally recognized, independent arbitration or mediation organization to which the parties mutually agree. The costs of mediation shall be borne equally by the parties, and each party shall pay its own expenses. If the parties are unable to resolve the dispute through non-binding mediation, either party may initiate litigation; provided, however, that if one party requests mediation and the other party rejects the proposal or refuses to participate, the requesting party may initiate litigation immediately upon such refusal.

11. TERM & TERMINATION

11.1 Term & Termination. This Agreement shall be in effect commencing on the Effective Date set forth above and continuing for a one (1)-year period through July 1, 2023, with the option to exercise two (2) additional one (1)-year renewal periods.. In the event this Agreement should terminate or expire prior to the completion date designated in any Schedule, such Schedule shall terminate concurrently with the Agreement.

11.2 Termination for Convenience. This Agreement or any Schedule attached hereto may be terminated by either party by delivering ninety (90) days advance written notice to the other party. The termination of this Agreement shall also operate as a termination of all Schedules hereto.

11.3 Termination for Default. Either party may, upon written notice, terminate this Agreement or any Schedule attached hereto if the other party materially breaches or is in default of any material obligation hereunder, which default is incapable of cure, or which being capable of cure, has not been cured within ninety (90) days after receipt of notice of such default from the non-defaulting party, or within such additional cure period as mutually agreed upon by the parties.

11.4 Transition Assistance Services. Upon termination for any reason, Empower will provide to Plan Sponsor the deconversion and transition assistance services set forth in the Recordkeeping Services Schedule, attached hereto. For the avoidance of doubt, this Agreement will govern the transition assistance services provided.

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12. MISCELLANEOUS

12.1 Affiliates & Agents. Plan Sponsor acknowledges and agrees that Empower may utilize the services of Affiliates, agents and suppliers selected by Empower. Empower’s use of any such party will not relieve Empower of its obligations hereunder, and Empower shall at all times remain liable for the performance of the Services hereunder. Notwithstanding the foregoing, and notwithstanding that Empower and Plan Sponsor are entering into this Agreement, the obligations under each Schedule are solely the obligations of the Empower Affiliate that entered into that Schedule (including the terms of this Agreement that are incorporated therein by reference), and neither Empower nor any Empower Affiliate shall be jointly and severally liable with any other Empower entity. Neither Empower nor any Empower Affiliate shall be the guarantor of the obligations of any other Empower Affiliate.

12.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Neither party nor its personnel shall be considered employees of the other party for any purpose. None of the provisions of this Agreement shall be construed to create an agency, partnership or joint venture relationship between the parties or the partners, officers, members or employees of the other party by virtue of either this Agreement or actions taken pursuant to this Agreement. The parties shall bear sole responsibility for all taxes, assessments and other real property related levies on their owned or leased real property, personal property (including software), franchise and privilege taxes on their business, and taxes based on their net income or gross receipts. If applicable, the parties shall reasonably cooperate to more accurately determine each party’s tax liability and to minimize such liability to the extent legally permissible.

12.3 No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and their Affiliates and is not intended to confer any rights or remedies upon any other person.

12.4 Assignment. This Agreement shall be binding upon and inure to the benefit of each of the parties, their Affiliates, successors and permitted assigns; provided, however, that neither party may assign its rights or obligations hereunder without the other party’s prior written consent. Notwithstanding the foregoing, a party may assign this Agreement in connection with: (i) the sale of substantially all of its assets or the assets of any business unit to an entity that assumes the assignor's obligations under this Agreement; (ii) a merger, acquisition or divestiture; and/or (iii) a transfer to a parent or Affiliate, in each case without the other party's consent.

12.5 Entire Agreement. Each Schedule, including any Exhibits, notices and attachments (including an incorporation by reference of the terms and conditions of this Agreement), constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and supersedes all prior drafts, agreements, negotiations and proposals, written or verbal, relating to the Services contained in the applicable Schedule. This Agreement or any Schedule may be amended by written agreement of the parties; for that purpose, emails do not constitute signed writings. Notwithstanding the foregoing, Empower may add or enhance the Services, update the method of providing the Services without any reduction in service, or modify the Services to comply with applicable laws by providing written notice to Plan Sponsor at least 30 days in advance of the effective date of such change, provided that Plan Sponsor may opt out of certain Services that directly impact Participants and any changes that result in an increase in fees to the Plan. Any Empower notices or policies that are attached to or referenced in this Agreement may be modified by Empower at any time, provided that such modifications shall not materially degrade the rights or protections set forth therein. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of such provision or any other provision hereof and no waiver shall be effective unless made in writing.

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12.6 Governing Law; Waiver of Jury Trial. Unless and to the extent provided otherwise in a Schedule hereto, this Agreement shall be construed and enforced in accordance with and governed by the laws of the state of California, without regard to conflict of law principles, and any claim arising under or related to this Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in California. Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim arising out of, connected with, related to or incidental to this Agreement to the fullest extent permitted by law.

12.7 Force Majeure. Neither Empower nor Plan Sponsor shall be liable to the other for any and all losses, damages, costs, charges, attorney fees, payments, expenses or liability due to delay or interruption in performing its obligations hereunder, and without the fault or negligence of such party, due to causes or conditions beyond its control, including, without limitation, labor disputes, riots, war and warlike operations including acts of terrorism, explosions, sabotage, civil disturbance, governmental restriction, transportation problems, failure of power or other utilities including phones, internet disruptions, fire or other casualty, natural disasters, epidemics, pandemics, acts of God, disruptions in orderly trading on any relevant exchange or market, or any other cause that is beyond the reasonable control of either party.

12.8 Severability. The provisions of this Agreement are severable, and if for any reason a clause, sentence, paragraph or provision of this Agreement is determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity will not affect other provisions of this Agreement that can be given effect without the invalid provision.

12.9 Notices. All formal notices required by this Agreement will be in writing and shall be sent to Empower as set forth below and to the most current Plan Sponsor and trustee address on file with Empower. All notices sent shall be effective upon receipt.

Notice To Empower:

Empower Retirement, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: Market Segment Head
With a copy to:

Empower Retirement, LLC
8515 East Orchard Road
Greenwood Village, CO 80111
Attn: General Counsel

12.10 Headings; Defined Terms; Counterparts. Section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement. Unless the context requires otherwise, capitalized terms defined in this Agreement have the meanings set forth herein for all purposes of this Agreement, including any Schedules or Exhibits. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The parties’ execution and delivery of this Agreement by facsimile, email, or electronic copies shall have the same force and effect as execution and delivery of an original.

12.11 No Tax or Legal Advice. Nothing in this Agreement is intended to constitute legal or tax advice from Empower to Plan Sponsor, or to any other party. Plan Sponsor understands that Empower has not given and may not give legal advice. All issues should be reviewed and discussed with Plan Sponsor’s legal counsel and/or tax adviser.

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12.12 Survival. The provisions of the following sections shall survive the termination of this Agreement: Fees & Charges; Confidentiality; Data Protection; Record Retention; Intellectual Property Rights; Indemnification; Limitation of Liability; Dispute Resolution; Governing Law; Waiver of Jury Trial; Survival; Severability; Transition Assistance Services; No Tax or Legal Advice; No Third-Party Beneficiaries; and any other section that would by its context be reasonably expected to survive termination.

12.13 Signatures/Corporate Authenticity. By signing this Agreement, the parties certify that they have read and understood it, that they agree to be bound by its terms, and that they have the authority to sign it. This Agreement is not binding on either party until signed by both parties.

12.14 Electronic Signatures. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures reasonably believed to be genuine on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

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EXHIBIT 1:

DATA SECURITY & PRIVACY ADDENDUM
This Data Security & Privacy Addendum applies to Empower and its Affiliates and describes how Empower protects Personal Data and Plan Data (the “Addendum”). Capitalized terms used but not defined herein have the meanings given to them in the Master Service Agreement executed by Empower and Plan Sponsor under which Empower provides services to Plan Sponsor (“Agreement”).

1. Definitions. The following terms have the meanings set out below and similar terms shall be construed accordingly:
“Data” means Personal Data and Plan Data.
"Data Protection Laws" means any law with respect to the protection of Personal Data that is applicable to Empower’s Services under the Agreement or any Schedule thereto. “Information Security Breach” means a confirmed compromise of an information system within the authority or responsibility of Empower that results in: (i) the unauthorized acquisition, disclosure, modification or use of unencrypted Personal Data, or encrypted Personal Data where the encryption key has also been compromised; and (ii) a reasonable likelihood of identity theft or fraud against a data subject in the Plan. An Information Security Breach includes, without limitation, theft and/or malicious use of Data by Empower personnel. A good faith but unauthorized or unintentional acquisition, disclosure, modification or use of Personal Data by an employee or contractor of Empower or a party who has signed a confidentiality agreement with Empower does not constitute a Security Breach if the Personal Data is not subject to further unauthorized acquisition, disclosure, loss, modification, or use. “Personal Data” shall mean information that identifies or is reasonably capable of being associated with a Participant in the Plan or an eligible employee of Plan Sponsor, and includes personally identifiable financial information as defined by Title V of the Gramm-Leach-Bliley Act, but excluding data that is publiclyavailable and data from which individual identities have been removed and that is not linked or reasonably linkable to any individual.
“Plan Data” shall mean non-public Plan level information that is provided to Empower in connection with receipt of the Services. Plan Data excludes data that is de-identified and aggregated for benchmarking and research purposes.
"Subprocessor" means any person (including any third party service provider and any Empower Affiliate, but excluding personnel employed by such parties) engaged by Empower to process Personal Data.

2. Direction. Plan Sponsor Directs Empower and its Affiliates (and authorizes Empower and its Affiliates to Direct each Subprocessor), where applicable, to process Personal Data as follows: (a) processing in accordance with the Master Agreement and any amendments thereto as executed by the parties; and (b) processing initiated by Participants in their use of the Services. Plan Sponsor represents that it is and covenants that it will at all relevant times remain duly and effectively authorized to give the Direction set out herein.

3. Security. In order to protect Personal Data, Empower will implement appropriate technical and organizational measures designed to protect Personal Data in accordance with the requirements of any

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Data Protection Laws. In addition to the foregoing, Empower’s security program shall conform to the commitments described below.

4. Subprocessing. Plan Sponsor hereby agrees that Empower may engage its Affiliates and third parties as Subprocessor in connection with the provision of Services under the Agreement. Empower shall carry out reasonable due diligence as appropriate to the nature of each Subprocessor’s services to ensure that the Subprocessor is capable of providing the level of protection for Personal Data required by the Information Security Policies. Upon request, Empower shall make available a current list of any material Subprocessors that have access to Personal Data; the parties hereto agree that such list is the Confidential Information of Empower and subject to the confidentiality provisions of the Agreement.

5. Data Subject Rights. Empower responds to any request from a Participant under applicable Data Protection Laws (such as “Right to Know” requests) as required by applicable Data Protection Laws.

Empower will advise Plan Sponsor of any such request that requires Plan Sponsor’s assistance or response, and in such case the parties shall cooperate with respect to the response to such Participant.

6. Data Security. Empower’s Information Security Policies and related policies address the management of information security, the security controls employed by the organization. These policies include, without limitation:

6.1 An Information Security Board that is responsible for the development, implementation, and ongoing maintenance of Empower’s data security.

6.2 Documented policies (“Information Security Policies”) that Empower formally approves, internally publishes, communicates to appropriate personnel and reviews at least annually. Empower’s Information Security Policies shall (i) mandate the secure protection and handling of confidential data, (ii) comply with applicable laws, (iii) conform to or exceed applicable industry standards for the retirement plan services industry, and (iv) documented, clear assignment of responsibility and authority for data securityrelated activities.

6.3 Policies covering acceptable computer use, record retention/destruction, information classification, cryptographic controls, access control, network security, removable media, remote access, mobile computing and wireless access.

6.4 Regular testing of the key controls, systems and procedures, including (i) testing of information technology general controls (ITGC) at least annually or whenever there is a material change in business practices, and (ii) infrastructure penetration tests and scans against internet-facing points of presence. Empower will correct vulnerabilities or security issues discovered through such assessments in a manner and time frame consistent with established standards.

6.5 Policies and procedures designed to protect the security of Plan Data and Personal Data that is accessible to, or held by, Empower’s third party suppliers. Such policies shall be based on Empower’s Information Security Policies, and shall address, as applicable: (i) the identification and risk assessment of such supplier; (ii) minimum cybersecurity standards required to be met by such suppliers; (iii) due diligence processes used to evaluate the adequacy of cybersecurity practices of such suppliers; and (iv) periodic assessment of such suppliers based on the risk they present and the continued adequacy of their cybersecurity practices.

6.6 Use of appropriate administrative, technical and operational measures designed to ensure Personal Data and Plan Data is secure.

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6.7 Monitoring, evaluating and adjusting, as appropriate, its data security protocols summarized herein, in light of relevant changes in Data Protection Laws, Services, technology or industry security standards, the sensitivity of data collected or processed by Empower in the provision of its Services, and evolving internal or external risks. Empower may make such updates to its data security protocols and the terms hereof at any time without notice so long as such updates maintain a comparable or better level of security. Individual measures may be replaced by new measures that serve the same purpose without diminishing the security level protecting Personal Data or Plan Data.

7. Risk Management. Empower has a risk assessment program that includes regular risk assessments and management for risk identification, analysis, monitoring and reporting.

8. Human Resources.

8.1 Acknowledgements. Empower shall provide training on its information security practices to its personnel at least annually. Empower personnel shall acknowledge their information security and privacy responsibilities under Empower’s policies.

8.2 Personnel Controls. Empower completes appropriate pre-employment background checks and screening on its personnel, and requires personnel to complete initial security training at the time they are first employed with Empower and annually thereafter. All personnel attest annually to Empower’s Code of Business Conduct and Ethics, which enforces the tenets of Empower’s Information Security Policies and its privacy policies. Empower has disciplinary processes for violations of information security or privacy requirements, and promptly removes personnel access to Plan Data or Personal Data upon termination or applicable role change.

9. Physical and Environmental Safety.

9.1 Physical and Environmental Security Controls. Empower has appropriate physical and environmental controls to protect Empower’s equipment, assets, and facilities used to provide services.

Physical security includes, without limitation (i) physical security in the protection of valuable information assets of the business enterprise; and (ii) the provision of protection techniques for the entire facility, from the outside perimeter to the inside office space, including the datacenters and wiring closets.

9.2 Ongoing Operations. Empower protects its facilities and systems containing Data from failures of power, networks, telecommunications, water supply, sewage, heating, ventilation, and airconditioning.

10. Communications and Operations Management.

10.1 Controls. Empower has policies and procedures in place for communications and operations management controls. Such controls address: hardening, change control, segregation of duties, separation of development and production environments, network security, virus protection, patch management, media controls, data in transit, encryption, audit logs, and time synchronization.

10.2 Operations Security. Empower’s Information Security Policies mandate ongoing operations security requirements, including but not limited to, installing or maintaining (i) security patches for operating systems and applications within standard timeframes based on severity; (ii) industry standard versions of operating systems, software and firmware for system applications and components; and (iii) upto-date system security agent software which includes updated malware and virus definitions.

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11. Access Control.

11.1 Access Control. Empower utilizes access controls designed to ensure that only Empower personnel with the proper need and authority can access its internal recordkeeping system and associated data. Empower’s access controls include but are not limited to: limiting access to personnel with a requirement to view Personal Data; establishing least-privilege controls to protect systems and Personal Data; generation of audit trails; periodic review and approval of personnel who need to access the Empower recordkeeping system; and termination of personnel access promptly following severance from employment.

11.2 Authentication. Empower authenticates user identity through appropriate authentication controls such as strong passwords, token devices, or biometrics. Passwords must meet minimum length and complexity requirements.

11.3 Remote Access to Empower Systems. Empower uses multi-factor authentication for remote access to its systems.

12. Information Systems Acquisition, Development and Maintenance.

12.1 Systems Development Security. Empower addresses security as part of information systems development and operations and follows secure coding methodologies based on application development security best practices.

12.2 Software Security Management. Empower’s information systems (including operating systems, infrastructure, business applications, off-the-shelf products, services and user-developed applications) adheres to the information security standards set forth in Empower’s Information Security Policies.

12.3 Vulnerability Assessments/Ethical Hacking. Empower performs vulnerability assessments and penetration testing against Internet-facing points of presence. Empower corrects vulnerabilities or security issues discovered through such assessments in a manner and time frame consistent with established standards set forth in Empower’s Information Security Policies.

12.4 Cryptography. Empower uses cryptography techniques that assist Empower with preventing the unauthorized capture, modification of or access to data or information. Empower uses standard encryption algorithms that follow up-to-date encryption standards and industry practices. Such cryptography techniques may include but are not limited to: encryption of sensitive data sent across external communication lines; requirement of minimum 128-bit encryption TLS encryption for web browsers; and encryption of Personal Data while stored on laptops, mobile devices, and in recordkeeping databases.

13. Information Security Breach Management.

13.1 Incident Management Program. Empower maintains investigative measures and techniques for incident handling, including but not limited to: a formalized, enterprise-wide Computer Security Incident Response Team (“CSIRT”), and CSIRT processes which are tested at least annually.

13.2 Information Security Breach Response. Empower will notify Plan Sponsor after becoming aware of any Information Security Breach in accordance with all applicable Data Protection Laws.

For the avoidance of doubt, Empower will (i) keep the Plan Sponsor informed of significant developments in connection with the investigation of such incident; (ii) investigate and assist any regulator or other governmental body with oversight over the Information Security Breach in investigating, remedying and

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taking any other action regarding the Information Security Breach as appropriate or required by law; and (iii) provide Plan Sponsor with information about remedial measures that have been undertaken to prevent such Information Security Breach from reoccurring. In the event that individual or regulatory notifications are required under applicable Data Protection Laws, the parties will cooperate with respect to notifications.

To the extent the Information Security Breach is caused by Empower’s failure to abide by its obligations as set forth in this Addendum, Empower shall bear the costs of such notifications and provision of credit monitoring services to affected individuals to the extent required by law or otherwise appropriate in Plan Sponsor’s and Empower’s reasonable judgment.

14. Plan Sponsor Assessment Rights.

14.1 Assessment via Security Assurance Package. Within the secure Plan Sponsor website provided by Empower, Empower provides documentation that supports and informs the reader about Empower’s current security program and practices. These documents are referred to as the Security Assurance Package (“SAP”), which currently consists of the following items: Security Program Overview document, SOC 1 report, SOC 2 report, available IT certification reports (e.g. Verizon CRP), and a completed SIG questionnaire with related supporting materials. (The SIG is a standardized document template created by the Shared Assessments Program, a consortium of leading financial institutions, the Big 4 accounting firms, and companies from a wide array of industries.)

14.2 Regulatory Assessment. If Plan Sponsor’s governmental regulators require that Plan Sponsor perform an on-site audit of Empower’s network security, as supported by evidence provided by Plan Sponsor, Plan Sponsor may conduct an on-site audit of Empower’s network security, relevant to the security of Plan Data (“Regulatory Audit”). Unless a different notice or frequency is required by Plan Sponsor’s governmental regulators, a Regulatory Audit may be conducted by Plan Sponsor once per year at a mutually agreed-upon time with at least 60 days’ advance written notice to Empower. If a Regulatory Audit requires the equivalent of more than two business days of Empower Personnel’s time to support such audit, Empower may charge Plan Sponsor an audit fee at Empower’s then-current rates for each day thereafter.

14.3 Miscellaneous. This Addendum is governed by and incorporated into the Agreement. In the event of any conflict between the Agreement and this Addendum, the Agreement will prevail. Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Agreement.

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EXHIBIT 2:

PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AND EXCESSIVE

TRADING
This Exhibit 2 shall apply to any Recordkeeping Services Schedule under the Master Services Agreement

PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AND EXCESSIVE

TRADING
The prospectuses, policies and/or procedures of certain fund companies require retirement plan providers offering their fund(s) to agree to restrict market timing and/or excessive trading ("prohibited trading") in their funds. The following procedures describe how we, as your recordkeeper, will comply with fund company instructions designed to prevent or minimize prohibited trading.

Various fund companies instruct intermediaries to perform standardized trade monitoring while others perform their own periodic monitoring and request trading reports when they suspect that an individual is engaging in prohibited trading. If an individual's trading activity is determined to constitute prohibited trading, as defined by the applicable fund company, the individual will be notified that a trading restriction will be implemented if prohibited trading does not cease. (Some funds may require that trading restrictions be implemented immediately without warning, in which case notice of the restriction will be provided to the individual and plan, if applicable). If the individual continues to engage in prohibited trading, the individual will be restricted from making transfers into the identified fund(s) for a specified time period, as determined by the applicable fund company. Individuals are always permitted to make transfers out of the identified fund(s) to other available investment options. When the fund company's restriction period has been met, the individual will automatically be allowed to resume transfers into the identified fund(s).

Additionally, if prohibited trading persists, the fund company may reject all trades initiated by the plan, including trades of individuals who have not engaged in prohibited trading.

Note: certain plan sponsors have or may elect to implement plan level restrictions to prevent or minimize individual prohibited trading. To the extent that such procedures are effective, we may not receive requests for information from the fund companies or requests to implement the restrictions described above. 10/16/07

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EXHIBIT 3: PRIVACY NOTICE

PRIVACY NOTICE
REV 5/2021
FACTS WhatdoesGreat-West Life&Annuity InsuranceCompany (EmpowerRetirement) dowithyour personalinformation?
WHY?
Financialcompanieschoosehowtheyshareyourpersonalinformation.Federallawgivesconsumers theright to limitsome but not allsharing. Federal law also requires usto tell youhow we collect,share and protect your personalinformation.Pleasereadthisnoticecarefullytounderstandwhatwedo.

WHAT?
The types of personal information we collect and share depend on the product orservice you havewith us.

Thisinformationcaninclude:
• Social Security number and accountbalances.
• Retirementassetsandtransactionhistory.
• Employmentinformationandincome.

When you are no longer our customer, we continue to share your information as described in this notice.

HOW?
Allfinancialcompaniesneedtosharecustomers’personal informationtoruntheireverydaybusiness.

Inthe sectionbelow,welistthereasonsfinancial companies cansharetheir customers’personal information,the reasonsEmpowerRetirementchoosestoshareandwhetheryoucanlimitthissharing.

REASONS WE CAN SHARE YOUR

PERSONAL INFORMATION

DOES EMPOWER
RETIREMENT SHARE?

CAN YOU LIMIT
THIS SHARING?
For our everyday business purposes —
such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
Yes No
For our marketing purposes —
to offer our products and services to you
Yes No
For joint marketing with other financial companies No We don’t share For our affiliates’ everyday business purposes —
information about your transactions and experiences Yes No For our affiliates’ everyday business purposes —
information about your creditworthiness No We don’t share For nonaffiliates to market to you No We don’t share
QUESTIONS? Call toll-free at 855-756-4738 or go to empower-retirement.com/privacy

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WHO WE ARE
Who is providing
this notice?
CompaniesownedbyGreat-WestLife&Annuity InsuranceCompany.Alistof companiesis provided at the end of thisnotice.

WHAT WE DO
How does Empower
Retirement protect my
personal information?
To protect your personal information from unauthorized access and use, we use security measuresthat comply with federal law. Thesemeasuresinclude physical,technical and proceduralsafeguards,such as building and system security and personneltraining.

How does Empower
Retirement collect
my personal
information?
We collect your personal information, for example, when you:
• Provide account information or apply for a loan.
• Enter into an investment advisory contract or seek advice about your investments. • Tell us about your investment or retirement portfolio.

We also collect your personal information from others,such as credit bureaus, affiliates or other companies.

Why can’t I limit
all sharing?
Federal law gives you the right to limit only:
• Sharing for affiliates’ everyday business purposes — information about your creditworthiness.
• Affiliates from using your information to market to you. • Sharing for nonaffiliatesto market to you.

State laws and individual companies may give you additional rights to limit sharing.

DEFINITIONS
Affiliates
Companies related by common ownership or control. They can be financial and nonfinancial companies.
• Our affiliates include companies with the Empower, Empower Retirement or Great-West names, as listed below, and other financial companies such as Advised Assets Group, LLC and Empower Retirement, LLC.

Nonaffiliates
Companies not related by common ownership or control. They can be financial and nonfinancial companies.
• Empower does not share with nonaffiliates so they can market to you.

Joint marketing
A formal agreement between nonaffiliated financial companiesthat together market financial products or services toyou.
• Empower doesn’t jointly market.

WHO IS PROVIDING THIS NOTICE?
Great-West Life & Annuity Insurance Company; The Great-West Life Assurance Company (U.S. operations); Great-West Life & Annuity Insurance Company of New York; Great-West Financial Retirement Plan Services, LLC; Advised Assets Group, LLC; GWFS Equities, Inc.; The Canada Life Assurance Company (U.S. operations); Empower Retirement, LLC; Great-West Life & Annuity Insurance Company of South Carolina; Great-West Capital Management, LLC; Great-West Funds, Inc.; and GreatWest Trust Company, LLC INT-FLY-WF-152743-0421(1028332)

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EXHIBIT 4: BUSINESS CONTINUITY PLAN NOTICE
GWFS Equities, Inc., a subsidiary of Great-West Life & Annuity Insurance Company and affiliate of Great-West Life & Annuity Insurance Company of New York* (“the Company”) and Empower Retirement, LLC, maintains a comprehensive business continuity plan designed to respond reasonably and effectively to events that lead to significant business disruption, such as natural disasters, power outages, or other events of varying scope. This plan defines critical functions and systems, alternate work locations, vital books and records, and staff resources, and provides for the continuation of business operations with minimal impact, depending on the severity and scope of the disruption. The plan is reviewed and tested no less than once annually to ensure that the information in the plan is kept current and that documented recovery and continuity strategies adequately support its business operations. Of utmost importance to the plan is the ability for customers to maintain access to securities accounts and assets in those accounts.

In the event that one of the contact centers or back office operation facilities becomes unavailable for any reason, calls would be re-routed to one of the firm’s alternative contact center or operations facilities.

In the event of a significant business disruption to the primary office and/or data center, access to customer accounts will be provided via the Company’s Web site and voice response system, operated from an alternative data center. Customer service will continue to be provided by re-routing telephone calls to a contact center located in one or more alternative sites located outside of the region. Secure work from home solutions are available for all staff.

While no contingency plan can eliminate the risk of business interruption, or prevent temporary delays with account access, the firm’s continuity plan is intended to mitigate all reasonable risk and resume critical business operations within 24 hours or the next business day, whichever is later. * Recordkeeping and administrative services are provided by Empower Retirement, LLC, and in New York, Great-West Life & Annuity Insurance Company of New York, or one of its subsidiaries or affiliates.

Securities offered in your account may be offered through another broker/dealer firm other than GWFS Equities, Inc., a wholly owned subsidiary of Great-West Life & Annuity Insurance Company. Please contact your investment provider for more information if needed.

This disclosure is subject to modification at any time. The most current version of this disclosure can be found on the Web site or can be obtained by requesting a written copy by mail.

BCP – GWFS Customer Notice (Ed. Feb. 2021)

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SCHEDULE A:

RECORDKEEPING SERVICES SCHEDULE

FOR THE

LIST OF PLANS

1. CITY OF STOCKTON, 401(A) PLAN ("401(a)") Group Account Number: 061361-0003- 0000

1. GENERAL
This Recordkeeping Services Schedule (“Schedule”) is a separate agreement between the parties hereto and incorporates the terms and conditions of the Agreement (“Agreement”) between Empower Retirement, LLC and Plan Sponsor. All references to “Empower” in this Schedule are deemed to be references to Empower or the Empower Affiliate, as the case may be, that enters into this Schedule.

Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

Any conflict between this Schedule and the terms of the Agreement shall be resolved in favor of the Agreement, unless this Schedule specifically states that its provision will prevail.

2. SCHEDULE TERM

2.1 The Effective Date of this Schedule is July 1, 2022 (“Schedule Effective Date”). Unless terminated in accordance with the termination provisions at Section 11 of the Agreement, this Schedule shall remain in full force and effect. The termination of this Schedule shall also operate as a termination of all Schedules to the Agreement.

2.2 Upon termination, Plan Sponsor Directs Empower to deduct any and all outstanding expenses and fees owed to Empower from the Plan’s trust on the termination date, unless paid by the Plan Sponsor. Plan Sponsor agrees to amend the Plan, if necessary, to provide for the payment of expenses from the Plan consistent with the foregoing. Upon termination of this Schedule, Empower will cease to provide the Services herein. Plan Sponsor acknowledges that after the termination of this Schedule, Plan Sponsor will be responsible for performing all actions required to be taken with respect to the Plan including, but not limited to: processing of contributions, loans and distributions, and the distribution of forms to Participants. On and after the actual date of termination of this Schedule, Empower shall have no further obligations hereunder except as set forth in the Transition Assistance section.

3. NATURE OF EMPOWER’S SERVICES

3.1 Services. Empower will provide the Services set forth in this Schedule or as further described in the Exhibits attached hereto.

3.2 Fiduciary Status. Except with respect to any Services for which Empower has specifically agreed to act as a fiduciary under this Schedule, Plan Sponsor acknowledges that (i) Empower acts as a non-discretionary service provider Directed by the Plan Sponsor or other Plan fiduciary and, as authorized by the Plan Sponsor, by Participants; and (ii) performance of the Services do not involve the exercise of any discretion in the administration or management of the Plan that would cause Empower to be a fiduciary or a Plan Administrator as defined under the Code, ERISA, the Investment Advisors Act of 1940, or state law, as applicable. The Plan Sponsor has appointed a Plan Administrator that has discretionary authority for the administration and management of the Plan. The parties agree that Empower will not perform a

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Service that could cause it to have discretionary authority or responsibility for the administration or management of the Plan or disposition of Plan assets. Empower shall not render, or have any authority or responsibility to render, investment advice for a fee or other compensation, direct or indirect, with respect to any Plan assets, except as specifically provided for under this Agreement.

4. PLAN SPONSOR RESPONSIBILITIES
Plan Sponsor acknowledges that Empower cannot effectively perform the Services without Plan Sponsor’s cooperation. Accordingly, Plan Sponsor acknowledges and agrees that it will fulfill the following duties and obligations:

4.1 Provision of Information. Plan Sponsor or its designee, including any third parties retained by or on behalf of the Plan or Plan Sponsor, will provide all information necessary for Empower to perform the Services in a manner and format that does not require manual intervention or manipulation by Empower. Plan Sponsor acknowledges and agrees that Empower shall not bear any responsibility for any penalties or other costs incurred as a result of Plan Sponsor’s failure to provide such information in a timely manner. Plan Sponsor further acknowledges and agrees that Empower may charge an additional fee if any necessary information is not provided on a timely basis, or in an electronic format usable by Empower without any manual intervention or manipulation. Plan Sponsor agrees that Empower shall be entitled to fully rely upon the accuracy and completeness of information Plan Sponsor submits and that Empower shall have no duty or responsibility to verify such information. If, as a result of incorrect or incomplete information furnished by Plan Sponsor, it becomes necessary to repeat any calculation or service, complete any new forms or revise any completed forms, Empower reserves the right to charge an additional fee. Each party agrees to bear its own transmission costs and is solely responsible for its own acts and omissions relating to transmitting, receiving, storing and handling documents and information, including the maintenance of all equipment, software and testing necessary to effectively, reliably and securely send and receive such documents and information.

4.2 Remitting Contributions and Allocation Instructions. Plan Sponsor agrees that it is solely responsible for collecting and remitting all initial and recurring contributions and loan repayments to Empower electronically via Empower’s plan sponsor website, or another mutually agreed-upon manner within the time prescribed by applicable law. Plan Sponsor acknowledges that Empower is not responsible for monitoring the amount and/or timeliness of such contributions and loan repayments.

4.3 Plan Document Responsibilities. Plan Sponsor has the responsibility to ensure that the Plan documents are accurate and complete, to interpret Plan terms and to review the Plan document services provided by Empower, if any. Plan Sponsor is responsible to ensure that the Plan is being operated in accordance with its terms. Plan Sponsor shall provide Empower with a signed copy of the Plan document and all amendments to the Plan document within thirty (30) days after such document and/or amendment is adopted.

4.4 Investment Options. Plan Sponsor is responsible for the selection of all Investment Options based on Plan Sponsor’s independent evaluation, or that of its registered investment advisor, consultant, broker or other agent, as applicable. Plan Sponsor must notify Empower in writing of the Investment Options intended to be serviced by Empower and such Investment Option services are only provided as agreed upon by Empower and may be subject to certain limitations or conditions. Plan Sponsor acknowledges that Empower or its Affiliates may receive fees from mutual fund families or other Investment Option Sponsors or their Affiliates for providing certain administrative or other services thereto (“Fund Service Fees”) in connection with the Plan. Plan Sponsor may request additional information regarding such fees at any time. If the provider of an Investment Option causes an Investment Option to become

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unavailable to the Plan, Empower will notify Plan Sponsor as soon as practicable after the Investment Option Sponsor notifies Empower.

4.5 Plan Sponsor Acknowledgement of Market Timing Procedures. Plan Sponsor acknowledges that the SEC requires mutual fund companies to establish procedures to prevent market timing and excessive trading. Plan Sponsor acknowledges receipt of, and agrees to adhere to, the terms and conditions of the Procedures for Complying with Fund Company Market Timing and Excessive Trading Policy attached as an Exhibit to the Agreement, as amended from time to time.

4.6 Payment of Plan Expenses. Plan Sponsor may Direct Empower in writing to deduct Plan expenses from the Plan to the extent Plan Sponsor has determined that deduction is specifically allowed by the Plan document and applicable law, and to remit to the party designated by the Plan Sponsor.

4.7 Plan Sponsor Direction to Perform the Services. In performing the Services, Empower is acting at the Direction of the Plan Sponsor or other fiduciary of the Plan by following the procedures set forth in a plan administration guide or similar procedural document provided by Empower to the Plan Sponsor, including by posting such procedural documents to the Plan Sponsor website. To the extent the procedures do not fully address a specific issue, the Plan Sponsor agrees to provide Direction in a manner reasonably requested by Empower, and Empower may rely upon any such Direction by a person that Empower reasonably believes to be authorized to act on behalf of the Plan Sponsor or other fiduciary. Plan Sponsor specifically intends that Empower will have no discretionary authority with respect to following such Direction.

4.8 Electronic Delivery. Empower will deliver plan-related documents to Participants under the Agreement in an electronic manner as described below.

4.8.1 Plan notices to be delivered by Empower via an email notice of the availability of the plan-related documents on the Participant website will be sent to an email address provided to Empower by the Participant or by Plan Sponsor. If Empower is not provided with an email address, notices will be delivered to the Participant via regular mail.

4.8.2 Empower will send an initial notification of default electronic delivery via regular mail to each Participant at least 10 days prior to delivering any plan-related documents via email. The initial notice of default electronic delivery will include the participant’s email address that will be used to deliver notices of the availability of plan-related documents, a statement of the Participant’s right to request and obtain a paper version of the documents and a statement of the option to opt out of electronic delivery and receive only paper versions of the documents.

4.8.3 If an email notice of availability of a plan-related document is returned undeliverable, Empower will send the notice to another email on file for the Participant. If no other email is on file for the Participant or such other email is also returned undeliverable, plan related documents will be delivered via regular mail to the Participant until such time as Empower is provided another email address for the Participant.

4.8.4 Participants may request to receive one paper copy of a plan-related document for no cost. In addition, Participants may opt out of electronic delivery and request that their plan-related documents be delivered via regular mail at any time.

4.9 Review of Reports. Plan Sponsor is responsible for reviewing and monitoring reports made available by Empower (whether provided electronically, by posting on an Empower website, or otherwise) regarding Plan activity, transactions and investments to verify that the transactions indicated in

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the reports properly reflect the Direction provided by the Plan Sponsor. Empower’s performance of its obligations under this Agreement shall be presumed to be accurate unless Plan Sponsor provides Empower with proper notice of discrepancies.

4.10 Error Correction.

4.10.1 Transactional and Operational Errors.

4.10.1.1 Transactional Errors. If Empower does not accurately process contribution, distribution, or investment instructions provided in good order by a Participant or the Plan Sponsor (e.g., investment allocation of Plan contributions, investment exchanges or transfers, or timely processing of a Plan distribution) and the issue is timely brought to Empower’s attention, Empower will, at its own expense, retroactively correct the Plan or Participant account to reflect its adjusted financial position had the error not occurred, including any investment earnings and reduced by any investment losses. If the issue is not timely brought to Empower’s attention, Empower may correct the error by adjusting the Plan or Participant account prospectively.

4.10.1.2 Plan Operational Errors. If Empower is timely notified that it has made an error that creates an operational or fiduciary issue for the Plan, Empower will, within a reasonable time after being notified of or discovering such error, notify the Plan Sponsor and describe the corrective option that Empower proposes to employ that is consistent with the Internal Revenue Service, Department of Labor, or other agency correction guidelines, where applicable, and Plan Sponsor shall review the proposed correction option. Unless the Plan Sponsor objects to such proposed correction and requests an alternate correction option within five (5) business days after receiving notice of Empower’s suggested corrective option, the Plan Sponsor Directs Empower to promptly process the correction in accordance with the proposal, at Empower’s expense. If Empower’s proposed correction is consistent with Internal Revenue Service, Department of Labor, other agency correction guidelines, or other guidance, but the Plan Sponsor requests an alternate correction method resulting in expenses in excess of what Empower would have incurred under its proposed correction, the Plan Sponsor shall bear such additional expenses (including without limitation any attorney’s fees, regulatory filing costs and additional net loss resulting from such method).

4.10.2 Trading Errors. If Empower does not accurately process a trade with the mutual fund company as Directed by the Plan Sponsor or as instructed by a Participant, then Empower will correct the share position at the mutual fund company as if the error had not occurred. In the event there are multiple funds or related errors in one or more funds involved, Empower will net gains and losses across all funds involved in the associated error(s). If the Plan Sponsor utilizes the services of a third-party trustee and/or custodian (“Third-Party Trustee”), Empower shall in no event be required to perform any correction:
(i) for a trading error that results from an error or omission by the Third-Party Trustee, (ii) to be performed under the terms of any service arrangements between the Plan Sponsor and such Third-Party Trustee (the “Third-Party Trust Agreement”), (iii) that falls within error tolerance ranges under the Third-Party Trust Agreement, or (iv) that otherwise would exceed any requirements for error correction by the Third-Party Trustee under the Third-Party Trust Agreement.

4.10.3 The parties acknowledge and agree that Empower will have no liability for an error caused by acts or omissions of the Plan Sponsor, Participants or any other third party.

4.10.4 Duty to Mitigate. The parties acknowledge and agree that the Plan Sponsor, the Plan Administrator and Participants each have a duty to mitigate any errors so as to minimize the expenses that may be incurred to correct such errors by promptly reviewing transaction confirmations, account

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statements and other Plan reports, as applicable, and providing notification of any error, providing timely approval of correction measures and taking such other reasonable steps as may be necessary (e.g., proactively transferring account holdings into the appropriate Investment Option).

4.10.5 Transactional Gain/Loss Compensation Policies for Error Correction.

Empower may incur a gain or loss in the process of adjusting a Plan or Participant account to correct certain errors due to changes in the share/unit price of an Investment Option between the original transaction date and the correction date. The adjusted position of Plan and Participant accounts are not impacted by transactional gains or losses incurred by Empower to settle the Investment Option positions in the course of correcting the account. Empower will net any Investment Option pricing differences as part of the correction process. If a correction is made at Empower’s expense, Empower, not the Plan or Participant, will incur any transactional loss and Empower will retain any transactional gain.

4.11 Account Protection. Empower, Plan Sponsor or the Participant will promptly notify the other parties if it discovers that an unauthorized distribution was made from the Participant’s account.

Empower will conduct an investigation and take any appropriate steps, which may include working with law enforcement, to determine the root cause of the unauthorized distribution. Plan Sponsor agrees to cooperate in any such investigation and will comply with reasonable requests for information. To the extent Empower offers Participants protection against account losses that result from unauthorized transactions, Empower will restore losses as of the date of the account loss once Empower has had sufficient time to conduct a preliminary investigation and attempt to ascertain the root cause. Such protection is not available if Plan Sponsor refuses or neglects to follow commercially reasonable security practices, as set forth in Section 5.1 of the Agreement, or if the loss resulted from a compromise of the systems or security protocols of Plan Sponsor or its third party service providers (other than Empower).

4.12 Uncashed Checks. With respect to any checks issued from Plan assets during the term of the Agreement, Plan Sponsor Directs Empower to follow state unclaimed property regulations and escheat such assets to the Plan’s or the Participant's state of residence based on Empower's records. However, Plan Sponsor may Direct Empower, in writing, to treat the Plan’s uncashed checks in a different manner. Plan Sponsor is solely responsible for determining the appropriate handling of uncashed checks and any unclaimed property under the applicable federal and state laws including the determination and handling of amounts related to lost Participants.

5. PLAN INVESTMENT OPTIONS & FEES

5.1 Selection of Investment Options

5.1.1 The parties agree that the purchase and sale of securities for the Plan, except for employer stock and unaffiliated self-directed brokerage, will be effected through GWFS Equities, Inc., a broker/dealer affiliate of Empower.

5.1.2 In addition to the sole responsibility for the selection of the Investment Options to be made available under the Plan, Plan Sponsor will also Direct Empower to designate one of the Investment Options available to be the default investment, in which any contribution or other amount credited under the Plan for which neither the Participant nor the Plan Sponsor has provided Empower with investment directions in good order will be invested (“Default Investment Fund”). Plan Sponsor may designate a Default Investment Fund(s) for Participant contributions and also designate a second Default Investment Fund for employer contributions.

5.1.3 Plan Sponsor Directs Empower and its Affiliates, as applicable, to cause all dividends, capital gain distributions, interest or other earnings paid by an Investment Option under the Plan

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to be reinvested in such Investment Option unless Directed otherwise by the Plan Sponsor and agreed to by Empower.

5.2 Information Regarding Investment Options
Plan Sponsor Directs Empower to obtain, or cause its designee to obtain, all necessary information (including but not limited to valuation, performance, prospectuses and other investment information) regarding any Investment Option available under the Plan from any third parties representing such Investment Options (“Investment Option Sponsor(s)”). Plan Sponsor acknowledges that prospectuses for the Investment Options, as applicable, will be made available electronically through one or more websites maintained by Empower or its Affiliates. In the event an Investment Option Sponsor does not provide all necessary information and Empower agrees, Plan Sponsor will arrange to provide Empower or its designee, or cause Empower or its designee to be provided, the necessary information regarding said Investment Option. In no event will Empower be responsible for the accuracy of any such information provided to Empower or its designee regarding any Investment Option, and Empower or its designee will have no duty or obligation to question, confirm or independently verify any such information.

5.3 Investment Option Changes.

5.3.1 Plan Sponsor may replace the Investment Options at any time, subject to applicable notice requirements. Plan Sponsor will notify Empower in writing of any changes to such Investment Options or the Default Investment Fund(s), and the parties will agree upon a process for the transfer of assets and investment elections, if applicable, from prior Investment Options to new Investment Options.

5.3.2 If any Investment Option is terminated by the Investment Option Sponsor, and Plan Sponsor wishes to replace the terminated option, Plan Sponsor agrees to replace the terminated option with an available fund from any fund company that currently has, or will enter into, a trading agreement with Empower.

6. ACH AUTOMATION AND PLAN MERGERS & ACQUISITIONS

6.1 ACH Automation. Plan Sponsor Directs Empower to accept a transfer of Plan records that reflects Participant ACH banking information as provided by the Plan Sponsor or by the Plan’s prior service provider, without any further review and validation of the ACH information provided.

6.1.1 In Directing Empower to accept a transfer of existing Participant ACH banking information to its recordkeeping system, the Plan Sponsor certifies the following:

6.1.1.1 The Participant has previously authorized the Plan to process an ACH debit and/or credit of the Participant’s account at the designated financial institution (“Account”) in connection with all applicable Plan transactions and has authorized the designated financial institution, in the form of electronic fund transfer, to credit and/or debit the same to such Account.

6.1.1.2 The Participant has not revoked the ACH authorization for the Account prior to the transfer and the Plan shall treat the Participant’s ACH authorization for the Account as remaining in effect until Empower receives a notice of cancellation from the Participant.

6.1.1.3 Plan Sponsor Directs Empower to administer all ACH transactions for all Plan purposes under the terms of Empower’s separate ACH Agreement, which the Plan Sponsor has

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adopted as the Plan’s terms and conditions governing all applicable ACH transactions processed on the Empower platform.

7. RECORDKEEPING AND ADMINISTRATION SERVICES & FEES

7.1 Basic Plan Administration Fee. Empower will be entitled to the following annual administration fee (“Basic Plan Administration Fee”). This fee is used, in whole or in part, for administrative services provided by Empower as described in this Schedule. In addition, some or all of the fee (or any other compensation, revenue, asset or source of funding available to Empower, in Empower’s sole discretion) may be used by Empower to make payments to the Plan under a Plan Expense Account or similar arrangement, if applicable, between the Plan Sponsor and Empower. All Services set forth in this Schedule are included in the Basic Plan Administration Fee unless an additional fee is otherwise noted herein. In the event that the Plan Sponsor requests different or additional Services, the parties shall meet to discuss relevant Empower capabilities and any additional fees that may apply.

The Basic Plan Administration Fee is 0.11% (11 basis points) per year.

For the avoidance of doubt, the Basic Plan Administration Fee set forth above is inclusive of the reimbursement credit as set forth in Exhibit G of Plan Sponsor’s prior administrative services agreement.

The Basic Plan Administration Fee will be payable on a monthly basis, based on the average daily balance of Plan assets during the assessment period.

In addition, Empower and/or one or more of its Affiliates may receive Fund Service Fees in connection with the Plan.

7.2 Transactional Fees. Transactional fees set forth in Exhibit D of your prior administrative services agreement shall remain ‘as is’ unless there is a reduced fee on the Empower platform, in which case the reduced pricing will be honored.

7.3 Enrollment

7.3.1 Enrollment. Based on information provided by the Plan Sponsor or its designee, Empower will enroll Participants in the Plan in a manner mutually agreed upon by the parties.

7.3.1.1 Eligibility Determination. Plan Sponsor Directs Empower to determine employee eligibility as Directed by the Plan
Sponsor and through Plan Sponsor provided information and criteria. Empower shall also communicate details of the enrollment process to eligible Participants. Plan Sponsor agrees to notify Empower at least thirty (30) days prior to any change in the Plan’s eligibility requirements. Empower may discontinue this service if the Plan’s new eligibility
requirements are incompatible with Empower’s recordkeeping system requirements.

7.3.2 Deferral Processing. If Plan Sponsor provides Empower at implementation with an electronic employee data feed of all the Participant deferral amounts/percentages or full PDI file, Plan Sponsor hereby Directs

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and authorizes Empower to allow Participants to update their deferral elections via the website and VRU. Empower will forward updated deferral information to Plan Sponsor according to the schedule elected by Plan Sponsor.

7.3.3 Vesting Services. Plan Sponsor will provide Empower with up-to-date full-service vesting information electronically and ongoing Participant information as needed for the purpose of performing vesting services.

Plan Sponsor Directs Empower to:(i) maintain each Participant’s vesting percentage on Empower’s recordkeeping system; (ii) calculate and process withdrawals and/or loans according to the vested percentage; and (iii) display the Participant’s vested account balance on the quarterly statements.

7.3.4 Receipt and Investment of Contributions. Empower will credit contributions for allocation to Participant accounts in accordance with Direction from the Plan Sponsor and as set forth below. Empower will allocate or otherwise apply forfeitures under the Plan accounts, if any, as Directed by the Plan Sponsor. Empower will pass Directions to invest such contributions, and to execute appropriate transactions related to forfeitures, to the Plan trustee or custodian in accordance with investment Directions of the Plan Sponsor.

7.3.4.1 Timing Requirements for Contributions Funded via ACH, Check or Wire. Contributions received by Empower in good order prior to the close of any Business Day will be processed effective that Business Day, at that Business Day’s net asset / unit values. Contributions not received by Empower prior to the close of Business Day will be processed effective the next Business Day.

7.3.5 Investment Transfers of Existing Assets. Empower or its designee will process investment transfers or exchanges, as applicable, received in good order subject to any conditions and/or limitations imposed by the available Investment Options under the Plan or Investment Option Sponsors. Empower will pass to the Plan trustee or custodian, as applicable, Directions to execute or record as appropriate the corresponding transactions involving the assets of the Plan’s trust.

Requests for Participant-initiated transfers between Investment Options will be processed if the request is received by Empower in good order prior to market close on a Business Day. Any transfer request not received by Empower during a Business Day will be processed the next Business Day, or such earlier time as may be required in order to comply with applicable law.

7.3.6 Plan Loans. Empower will administer Participant account reduction loans repaid by payroll deduction pursuant to the Plan’s loan policy, as amended from time to time. Loan requests may be initiated through the VRU or Participant website or submitted on approved Plan administrative forms with Plan Sponsor signature authorization.

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7.3.7 Distributions.

7.3.7.1 Empower will make payments to Participants pursuant to a Participant’s request and Plan Sponsor’s Direction received in good order and will debit Participant accounts accordingly.

7.3.7.2 Plan Sponsor agrees to provide a signature authorization for all distribution requests allowed under the Plan, including but not limited to distributions, alternate payee distributions and beneficiary distributions. Empower reserves the right to charge an additional fee for services related to distributions to non-resident aliens and other distributions outside the ordinary course of plan administration.

7.3.7.3 Tax Withholding and Reporting of Distributions

7.3.7.3.1 Responsibility for Withholding and
Reporting. Plan Sponsor appoints Empower
or its designee as its agent to perform income
tax withholding and reporting for all
distributions Empower processes and to
collect and remit state documentary stamp or
similar taxes on all loans Empower
processes, to the extent applicable. Plan
Sponsor agrees to provide all information
needed by Empower to perform these
services. Empower or its designee shall
deposit the income tax withheld with the
Internal Revenue Service (“IRS”) and other
appropriate governmental entities, as
applicable, on or before the applicable due
dates for such remittances. Empower will
complete necessary tax reporting forms for
distributions it processes, file the tax
reporting forms with the IRS or other
governmental authority, as applicable, and
send copies to the distributee. Distributions
to a person subject to reporting and
withholding rules that differ from those
applicable to United States residents will be
subject to withholding applicable to nonresident aliens unless otherwise Directed by the Plan Sponsor.

7.3.7.3.2 Withholding and Reporting for Plan
Sponsor Initiated Distributions and
Rollovers. With respect to Plan Sponsorinitiated distributions or rollovers from the Plan, Plan Sponsor Directs Empower to rely
upon the information on Empower’s

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recordkeeping system for purposes of tax
reporting and withholding, and to treat
payees with U.S. addresses as U.S. persons
and payees with foreign addresses as foreign
persons. Plan Sponsor certifies that such
information is accurate and compliant with
the Foreign Account Tax Compliance Act
(“FATCA”) and the Code, and that required
documentation supporting such information
has been collected by Plan Sponsor.

7.3.8 Code Section 402(f) Notice. Empower shall provide Participants with the IRS model notice, as amended from time to time, pursuant to Code Section 402(f).

7.3.9 Distribution Education Services. Empower or its Affiliates will make retirement consultants available to Participants to provide distribution education services and may contact Participants who are eligible to receive distributions from the Plan to provide information regarding distribution options under the Plan including rollover services and products offered by Empower.

7.4 PAYMENT OF FEES & FEE CHANGES

7.4.1 General Requirements. This Section 7.4 describes certain services under which Empower will process Participant requests without obtaining Plan Sponsor signature or other further approval. In doing so, Empower will not exercise any fiduciary authority or make any discretionary determinations. Rather, this Section 7.4 will act as Direction by Plan Sponsor for Empower to process all Participant requests that meet the stated criteria. In order to receive the signatureless services detailed in this Section 7.4 Plan Sponsor must utilize the Plan Service Center (“PSC”) and must provide all necessary information in a PDI file. Plan Sponsor must also provide any additional information or Direction as required by, and in a form acceptable to, Empower. In addition, in most cases, Empower must be the sole recordkeeper for the Plan. If at any time Plan Sponsor does not meet these general requirements, or does not meet the specific requirements of any service described in this Section 7.4, Empower shall not be responsible to continue to provide such service.

7.4.2 Required Minimum Distributions (RMDs). The Plan Sponsor Directs Empower to provide a notice to Participants who, based on the Plan records reflected on Empower’s recordkeeping platform, are RMD eligible.

If the Participant does not timely provide an election for the RMD as described in the notice, the Plan Sponsor acknowledges and agrees that it must provide timely Direction to Empower with respect to processing any RMD payments prior to the regulatory deadline. Empower will process RMDs upon receipt of a Participant or Plan Sponsor request in good order.

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7.4.3 Payment of Fees. All fees not paid by Participants must be paid within thirty (30) days of Empower’s invoice to the Plan Sponsor unless another arrangement has been pre-approved by Empower in writing. In the event any charges or fees reasonably and properly chargeable under the terms of the Agreement, including this Schedule or other applicable documents signed by the Plan Sponsor remain unpaid sixty (60) days after the date billed, Plan Sponsor Directs Empower to deduct such expense charges from the Plan and Plan Sponsor affirms that the Plan document specifically allows such deduction from the Plan. To the extent that the forfeiture or other Plan accounts would not pay Plan expenses under the Plan document or the Plan accounts are insufficient, Plan Sponsor Directs Empower to allocate such fees to the Participant accounts, and to the investment choices in which the Participant accounts are invested, on a pro rata basis using Participant account and investment option balance ratios as of the date of deduction. Plan Sponsor agrees to amend the Plan, if necessary, to provide for the payment of expenses from Plan assets consistent with the foregoing.

7.4.4 Fee Changes. Empower may adjust the fees set forth in this Agreement upon the earlier of (i) thirty (30) days’ written notice to Plan Sponsor or (ii) mutual agreement by the parties.

7.5 ACCESS TO RECORDKEEPING SYSTEM & SERVICE REPRESENTATIVES

7.5.1 Automated Voice Response System. Participants will have access to an automated voice response system via a toll and toll-free number to inquire or make account changes from a touch-tone telephone. Inquiry services available from the automated voice response system will utilize share prices, unit values and account balances that are as of the last calculated unit value/share price. The automated voice response system will be available 24 hours a day, 7 days a week, except for routine maintenance of the system which, when necessary, will generally take place on Sunday between the hours of 2:01 am and 2:01 pm Eastern Time.

However, the system may also be limited or unavailable during periods of peak demand, market volatility, systems upgrades, or maintenance, or for other reasons.

7.5.2 Participant Service Representatives. Participant service representatives will be available via a toll-free telephone call to Empower to answer Participant questions and process applicable transactions each Business Day between the hours of 5:00 am and 7:00 pm Pacific Time and on Saturdays between 6:00 am and 2:30 pm Pacific Time.

7.5.3 Plan Sponsor Access to Recordkeeping System. Plan Sponsor may interface with Empower’s recordkeeping system online via Empower’s Plan Sponsor website to inquire or make changes while administering the Plan. Upon request, Empower representatives will be made available to assist and train employees of Plan Sponsor in properly accessing and processing transactions on the Empower’s Plan Sponsor website.

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Empower’s Plan Sponsor website will be available consistent with the availability of the automated VRU.

7.5.4 Participant Website

7.5.4.1 Website Use. Empower will, as part of the Services, host, maintain and make certain information available to Plan Sponsor and Participants on a website or websites (the
“Website Services”). Plan Sponsor will not use or permit any use of the Website Services (i) in any unlawful or illegal manner; (ii) in any way that could impair the Website Services or any other party's use thereof; or (iii) to distribute, sell, resell, license or transfer any of Plan Sponsor’s rights to access or use the Website Services or make the Website Services
available to any third party. Any user credentials, including user identification and passwords, established by Plan
Sponsor and its delegates or any Participant (each a “User ID”) is issued to a specific user and may not be shared or used by any individual other than that user. Plan Sponsor will be responsible for the compliance by its users with the applicable terms of this Section. Empower may terminate the User ID, or portions thereof, for any user involved in a breach of this Section. Plan Sponsor acknowledges that transmissions
through the internet are inherently unsecure, that virus protection software, firewalls and other security measures are not foolproof, and that the Website Services and their content are not invulnerable to fraud or hacking. In addition, Plan Sponsor acknowledges that Empower shall from time to time perform scheduled or emergency repairs, maintenance, and disaster recovery testing on the websites, and that such activity, or other circumstances beyond Empower’s
reasonable control, may cause the Website Services to be unavailable or delayed. Plan Sponsor agrees that Empower shall not be liable for any such delays or downtime in the Website Services, or for any virus or malicious access to the Website Services by third parties, provided that Empower has implemented and maintained security features with respect to the Website Services that are consistent with the Agreement and commercially reasonable industry standards.

7.5.4.2 Access to Participant Website. Participants will have access to a mobile responsive website to inquire or make certain account changes via the internet. In addition,
Participants can download a complimentary Android app and an iOS phone, iPad and Apple Watch app. The Android and Apple Watch apps currently support inquiry-only capabilities while the iOS phone / iPad app supports both inquiry and certain change capabilities. All such apps will be subject to

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the terms of the Agreement, as related to privacy and data security.

7.5.4.3 Website Availability. The website will be available 24 hours a day, 7 days a week, except for routine maintenance of the system which, when necessary, will generally take place on Sunday between the hours of 2:01 am and 2:01 pm Eastern Time. However, the system may also be limited or
unavailable during periods of peak demand, market volatility, systems upgrades, or maintenance, or for other reasons.

7.5.4.4 Enhancements. Empower may periodically update or add new content, features, services, tools or other functionality to the Participant website or other Empower Software as part of its ongoing enhancement of the Services offered to Plan Sponsor or its Participants. Such additions will be offered at no additional cost unless expressly agreed by Plan Sponsor or Participants (as applicable).

7.6 PARTICIPANT COMMUNICATION AND EDUCATION

7.7 REPORTING SERVICES

7.7.1 Participant Reporting. Empower will provide Participants a confirmation for transactions involving investment allocations, investment transfers, contribution rates, change of address, rollover contributions, and rebalance activity. Empower will also make available to each Participant account information on at least a quarterly basis, including beginning and ending balances, all contributions and transactions processed, interest credited or change in value, fees and withdrawals deducted, transfers processed and performance data on Investment Options held by the Plan to the extent such data is provided by the Investment Option Sponsor, personal rate of return on investments, account balance translated into an estimated monthly income amount, and balance in the SDB, as applicable.

Participants’ statements shall be distributed in accordance with Section

4.8 of this Schedule, Electronic Delivery. Statements will be available within fifteen (15) Business Days after receipt of final information in good order from third party sources.

7.7.2 Participant Fee Disclosure Services. Empower agrees to create a Participant fee disclosure, based on the U.S. Department of Labor’s Model Comparative Chart, to assist the Plan Administrator with meeting its obligations under 29 CFR §2550.404a-5 (also known as the Participant fee disclosure regulation) for the Plan Sponsor’s review and approval.

Empower will distribute the fee disclosure document to Participants in accordance with Section 4.8 of this Schedule, Electronic Delivery.

7.7.3 Plan Sponsor Reporting. Empower will provide an Employer Plan Summary Report to Plan Sponsor, summarizing Plan-level assets and Participant account balances, within thirty (30) Business Days after each

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calendar quarter end (“Employer Plan Summary Report”). The following Plan information will be addressed in the Employer Plan Summary Report:
(i) summary of Plan transactions and assets; (ii) summary of contributions processed; (iii) withdrawals; (iv) annuities purchased, if applicable; (v) periodic payments; (vi) Investment Option grand totals – summarizes both dollars and units/shares and Plan activity; (vii) Investment Option totals by money type – summarizes both dollars and units/shares and money type activity; (viii)Participant summary – a report of account activity for each Participant.

7.8 TRANSITION ASSISTANCE SERVICES

7.8.1 Transition Services. Empower agrees to support the transition of recordkeeping and administrative services (“Transition Services”) to a successor service provider subject to the terms and conditions of the Agreement. Empower shall provide the following Transition Services prior to the Service End Date (as defined below) of the Agreement.

7.8.2 Planning. Participate in conference calls and in-person meetings, as needed, with Plan Sponsor and the successor service provider to designate the transfer team, define communication channels, discuss the transfer process and define expectations, responsibilities, and applicable deadlines. Empower will designate a transition Project Manager to lead and be the contact person for the transition effort. In the event Plan Sponsor requests that the Project Manager or other deconversion team member attend a transition services meeting in person at a site other than Empower’s office location, Empower’s fees for time and travel for such inperson meetings are $1500 per day, per person.

7.8.3 Data Layouts. Provide the successor service provider with data layouts for Participants and Plan data residing on Empower administration systems, including but not limited to data layouts for paper statement indicators, rebalance frequency elections, ACH indicators, outstanding loan terms and payment amounts, powers of attorney on file, and dividend pass-through elections. The data layouts will correspond to Empower standard file formats.

7.8.4 Plan Materials. Upon termination, Empower shall provide the successor service provider with copies of all Plan summaries, individual Participant statements (upon request) and other forms, reports, or web content; provided, however, Empower will provide such Plan materials only to the extent designed specifically for the Plan and not deemed by Empower to be proprietary. In addition, Plan Sponsor agrees, and will require any third party to whom Plan Sponsor provides the materials to agree, to maintain the confidentiality of all Empower materials and information, including but not limited to web content, communications material, and information on Empower’s Plan Sponsor Website.

7.8.5 “Test” Data Transfer Files. Provide the successor service provider with two (2) full volume test extract data transfer files for the Plan. Such files

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will be provided at a time mutually agreed upon by the parties. Control totals and standard Empower reports will accompany the files.

7.8.6 “Refresher” Data Transfer Files. Provide the successor service provider with one (1) full volume test extract refresher data transfer files for the Plan. Such files will be provided at a time mutually agreed upon by the parties. Control totals and standard Empower reports will accompany the files.

7.8.7 “Live” Data Transfer Files. Provide the successor service provider with one (1) full live data transfer file to the successor service provider in Empower standard file format for the Participant and Plan data residing on Empower administration systems as of a date mutually agreed upon by the parties. The live data file will be in the same format as the test data file or in the test data file format. Control totals and standard Empower reports will accompany the live data transfer file.

7.8.8 Questions about Data on Transfer Files. Provide up to 25 aggregate hours of Empower’s time to answer questions about system data provided by Empower on the test data transfer files, the refresher data transfer files and the live data transfer file. Empower will charge the Plan or Plan Sponsor at then-current hourly rates for time spent in excess of 25 hours.

7.8.9 Answering Questions. Provide up to 25 aggregate hours of Empower’s time responding to questions about Plan administrative practices and communication materials used by Empower in servicing the Plan.

Empower will charge the Plan or Plan Sponsor at then-current hourly rates for time spent in excess of 25 hours.

7.8.10 Final Participant Valuation. Send to the successor service provider, at a mutually agreed upon date, reports of all historical files, documents and records necessary for the continuing administration and recordkeeping of the Plan in electronic form (where available) and/or paper form (“Final Participant Valuation”). As of the Service End Date, the Final Participant Valuation includes: (i) Current Participant indicative and financial data; (ii) Participant level reports; (iii) Plan level totals; (iv) Investment valuation statement; (v) Employee loan status report; (vi) Loan summary report; (vii) Deemed loan report; (viii) Highest outstanding loan balance report; (ix) MRD report; (x) Installment tax withholding report; (xii) On-line beneficiary data, if maintained by Empower; and (xiii) Scanned beneficiary forms, if maintained by Empower. Notwithstanding the foregoing, the parties acknowledge that the reports and information identified as Final Participant Valuation are subject to change based upon changes in plan administration and/or system requirements. Plan Sponsor acknowledges that at the mutually agreed upon date, Empower will provide only those reports applicable to the Plan and currently available from Empower’s recordkeeping system.

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7.8.11 Open Participant Case Records. Send open case records at a mutually agreed upon date, or Service End Date, if later, to Plan Sponsor or to successor service provider at Plan Sponsor’s Direction.

7.8.12 Year-end Processing. For Services that conclude as of December 31 for a calendar year plan or the end of the Plan’s fiscal year, as applicable, perform any compliance testing, government filings, or other reporting required as of that year-end. For Services that conclude as of any date other than December 31, perform any government filings for completed Services (e.g., Forms 1099-R for Participant distributions) and provide to Plan Sponsor the same year-end reports and information otherwise provided for a calendar or fiscal year, as applicable, but only reflecting the portion of the calendar or fiscal year, as applicable, for which Services were provided.

7.8.13 Fees Related to Transition Services. In the event Plan Sponsor requests Empower to provide additional or extraordinary Transition Services (beyond those described in items 7.8.1 through 7.8.12 above) including, but not limited to, change in data layout, change of data elements in standard layouts, number of data transfer files, or services beyond Service End Date, Empower reserves the right to charge the Plan or Plan Sponsor, as Directed by the Plan Sponsor, for additional or extraordinary Transition Services at then-current hourly rates. Empower shall receive payment for services rendered within 30 days of invoice delivery. In the event payment is not received within the stated timeframe all Transition Services will cease until such time payment is received.

7.8.14 Transition Services after Service End Date. In addition to the foregoing, Empower agrees to provide the following Transition Services for ninety days following the Agreement’s termination effective date (“Service End Date”).

7.8.14.1 Provide up to 20 hours of Empower’s time responding to questions from the Plan Sponsor or its auditor. Empower will charge the Plan or Plan Sponsor at then-current hourly rates for time spent in excess of 20 hours.

7.8.14.2 To the extent information and/or reporting is readily available from Empower’s systems, Empower agrees to
provide to the successor service provider the following Transition Services for up to 110 requests per month: (a) loan repayment information; (b) Participant account balances as of specific dates; (c) Participant account earnings and/or dividends for specific time periods; (d) distribution history information; (e) reporting or respond to other Participant account history information requests; (f) Participant account history information (excluding QDRO related information); (j) Participant Statements; (k) Duplicate Forms 1099-R; (l) Provide QDRO related account history; (m) Respond to
questions regarding Plan specific processes, provided

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however that if the number of requests exceeds 110 in any given month, a per-request fee of $500 will be assessed. [Signature Page Follows]

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RESTATED

MASTER SERVICES AGREEMENT
For

CITY OF STOCKTON
(the “Plan Sponsor”)
Group Client Number
061361

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