The City, on behalf of the Parking CFD, may issue bonds or incur other obligations secured by CFD Revenues [parity/subordinate? – Discuss]. Pursuant to the CFD Revenues Assignment Agreement, the assignment of CFD Revenues to the Authority and the pledge thereof to secure the 2020 Bonds may by terminated on the earlier of: (i) the date the Parking Authority is no longer required to apply CFD Revenues to the payment of Operation and Maintenance Costs pursuant to the Installment Purchase Agreement, or (ii) the date on which the obligations of the Parking Authority under the Installment Payment Agreement have been discharged.
Continuing Disclosure
The Authority has determined that no financial or operating data concerning the Authority is material to an evaluation of the offering of the 2020 Bonds or to any decision to purchase, hold or sell the 2020 Bonds, and the Authority will not provide any such information.
The Parking Authority has undertaken all responsibilities of the Authority for any continuing disclosure to Holders of the 2020 Bonds.
The Parking Authority will covenant for the benefit of Holders of the 2020 Bonds and beneficial owners to provide certain financial information and operating data relating to the Parking Authority and the Parking Facilities by not later than March 31 after the end of the City’s Fiscal Year (the “Annual ATTACHMENT B 296
4 Report”), commencing with the report due March 31, 2021, and to provide notices of the occurrence of certain specified events. The Annual Report and notices of events will be filed by means of the Electronic Municipal Market Access (“EMMA”) site maintained by the Municipal Securities Rulemaking Board (the “MSRB”). The specific nature of the information to be contained in the Annual Report or the notices of events is set forth in APPENDIX E–“PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE.” These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). See “CONTINUING DISCLOSURE” for the status of the Parking Authority’s City’s compliance with its outstanding continuing disclosure undertakings, including continuing disclosure undertakings relating to the Parking Facilities.
City staff administers all operations of the Parking Authority and will prepare and file all applicable continuing disclosure notices of the Parking Authority. See “THE PARKING AUTHORITY.” Bondowners’ Risks
An investment in the 2020 Bonds involves risk. See “CERTAIN BONDOWNERS’ RISKS” for a discussion of important investment considerations and other risk factors associated with the purchase of the 2020 Bonds. Any one or more of the risks discussed, and others, could lead to a decrease in the market value of the 2020 Bonds or the ability of the Parking Authority to make 2020 Installment Payments. Potential purchasers of the 2020 Bonds are advised to review the entire Official Statement carefully and to conduct such due diligence and other review as they deem necessary and appropriate under the circumstances.
Certain Information Related to this Official Statement
Brief descriptions of the 2020 Bonds, the security for the 2020 Bonds, the Parking Facilities, the Authority, the Parking Authority, and the City are included in this Official Statement together with summaries of certain provisions of the 2020 Bonds, the 2020 Indenture, the 2020 Installment Purchase Agreement and certain other documents. Such descriptions do not purport to be comprehensive or definitive. Certain general demographic and economic information relating to the City is contained in APPENDIX A–“GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY OF STOCKTON.”
All references herein to the 2020 Indenture, the 2020 Installment Purchase Agreement, and other documents are qualified in their entirety by reference to such documents, and references herein to the 2020 Bonds are qualified in their entirety by reference to the form thereof included in the 2020 Indenture, copies of which are available prior to the issuance of the 2020 Bonds at the office of the Chief Financial Officer, City of Stockton, 425 North El Dorado Street, Stockton, California 95202; telephone:
209-937-8908 and thereafter at the office of the Trustee, Wells Fargo Bank, National Association, 333 Market Street, 18th Floor, San Francisco, California 94105; telephone: 415-371-3353.
PLAN OF FINANCE
The proceeds of the 2020 Bonds will be used by the Authority to: (i) prepay outstanding obligations under the 2015 Installment Sale Agreement that secure payment of the 2004 Parking Bonds and to finance the construction, acquisition, and installation of certain improvements located in parking facilities owned by the Parking Authority located in the downtown area of the City; (ii) fund a reserve account [purchase a municipal bond insurance policy and a debt service reserve policy] as security for the 2020 Bonds; and (iii) pay certain costs associated with the issuance of the 2020 Bonds. See also “ESTIMATED SOURCES AND USES OF FUNDS.”
ATTACHMENT B 297
5 Background
On June 25, 2004, the Authority issued $32,785,000 principal amount of its Lease Revenue Bonds, Series 2004 (Parking and Capital Projects) (the “2004 Parking Bonds”) to provide funds to finance the construction of the Edmund S. Coy Parking Structure and the Stockton Events Center Parking Structure located in the City. The 2004 Parking Bonds were issued pursuant to the terms of an Indenture of Trust (the “2004 Parking Bonds Indenture”), dated as of June 1, 2004, by and between the Financing Authority and Wells Fargo Bank, National Association, as trustee (the “2004 Parking Bonds Trustee”) and were insured by National Public Finance Guarantee Corporation (“NPFG”), as successor to Financial Guaranty Insurance Company. Pursuant the terms and conditions of a Site and Facility Lease, dated as of June 1, 2004 (the “2004 Parking Bonds Site and Facility Lease”), the City, as lessor, leased to the Authority, as lessee, certain parcels of real property situated in the City (the “Site”), and the City’s Market Street Parking Garage, the Edmund S. Coy Parking Garage, and the Stockton Events Center Parking Structure, respectively (collectively, the “2004 Parking Bonds Leased Parking Facilities”). Pursuant to the terms and conditions of a Lease Agreement, dated as of June 1, 2004 (the “2004 Parking Bonds Lease Agreement”), by and between the Authority, the City agreed to make lease payments to the Authority for the use and occupancy of the 2004 Parking Bonds Leased Parking Facilities.
Following the City’s default on certain 2004 Lease Payments due under the 2004 Parking Bonds Lease Agreement, the 2004 Parking Bonds Trustee sought and, on April 19, 2012, the Superior Court for the County of San Joaquin (the “Superior Court”) awarded possession of the Leased Parking Facilities (the “2004 Parking Bonds Proceeding”) to the 2004 Parking Bonds Trustee. The Superior Court also entered an Order Appointing Receiver (the “2012 Receivership Order”) that appointed a post-judgement receiver of the 2004 Parking Bonds Leased Parking Facilities to operate the 2004 Leased Parking Bonds Leased Parking Facilities (the “Receiver”) and collect the revenues from such operations.
The 2004 Parking Bonds Indenture provides that, for all purposes of the 2004 Indenture provisions governing events of default and remedies, except the giving of notice of default to owners of the 2004 Parking Bonds, NPFG, as the insurer of the 2004 Parking Bonds, is deemed to be the sole holder of the 2004 Parking Bonds it has insured for so long as it has not failed to comply with its payment obligations under its policy securing payment of principal of and interest on the 2004 Parking Bonds; The City was the debtor in a bankruptcy case under chapter 9 of Title 11 of the United States Code, Case No. 2012-32118 in the United States Bankruptcy Court for the Eastern District of California, Sacramento Division, styled In re City of Stockton, California (the “Bankruptcy Case”). In connection with the Bankruptcy Case, the City agreed to a settlement (the “Settlement”) of the claims of the 2004 Parking Bonds Trustee, on behalf of holders of the 2004 Parking Bonds, and of NPFG with respect to the 2004 Parking Bonds, pursuant to which the 2004 Parking Bonds Trustee and NPFG and agreed, subject to compliance by the City, the Financing Authority, and the Parking Authority with certain terms of the Settlement, to forbear enforcement of certain of their rights relating to payment of the 2004 Parking Bonds and related obligations, and to cause the 2004 Parking Bonds Trustee to transfer to the Parking Authority all of its possessory rights, title and interest in the Site and the Leased Parking Facilities granted to it in the 2004 Bonds Parking Proceeding in exchange for, among other things, certain payments from the Parking Authority to the 2004 Parking Bonds Trustee for the benefit of NPFG and the owners of the 2004 Parking Bonds.
In furtherance of the Settlement, the City Council of the City passed Resolution No. 2013-12-17- 1209 on December 17, 2013 (the “Parking Authority Resolution”) authorizing the activation of the Parking Authority, and authorizing it to operate within boundaries described in the Parking Authority Resolution; the City entered into a Forbearance Agreement, dated as of February 25, 2015 (the ATTACHMENT B 298
6 “Forbearance Agreement”), by and among the City, the 2004 Parking Bonds Trustee, the Parking Authority, the Authority, and NPFG, setting forth certain terms of the Settlement, including an agreement by NPFG and the 2004 Parking Bonds Trustee to forbear enforcement of certain of their rights relating to payment on the 2004 Parking Bonds and related obligations, subject to the compliance by the City and the Parking Authority with their obligations under the Forbearance Agreement; and the 2004 Bonds Trustee and NPFG entered into an Installment Sale Agreement (Parking Garages and Downtown Parking District Facilities), dated as of February 25, 2015 (the “2015 Installment Sale Agreement”), pursuant to which the Parking Authority is required to make installment payments to the 2004 Parking Bonds Trustee for the benefit of NPFG and the owners of the 2004 Parking Bonds.
Under the Forbearance Agreement, the City, among other things, transferred to the Parking Authority all of its rights, title and interest in the Parking Facilities and assigned to the Parking Authority all of the City’s rights, title and interest, as lessee, pursuant to the Site Lease, and as lessor, pursuant to the Lease Agreement, and the Parking Authority assumed all of the City’s obligation under the Site Lease and the Lease Agreement.
[Discussion of payment to NPFG of less than the amount outstanding and agreement to accept same in full satisfaction ]
2020 Improvements
The 2020 Improvements consist of replacing garage and parking enforcement equipment with innovative parking technology designed provide real time data of day-to-day operations, more stringent internal controls, improved enforcement efficiencies, LED solar lighting, painting and updated signage to better support options for downtown businesses in the City. [Timeline for acquisition/installation – To Come]
2004 Parking Bonds
The 2004 Parking Bonds were issued pursuant to the 2004 Parking Bonds Indenture to finance certain improvements to the Parking Facilities.
A portion of the proceeds of the 2020 Bonds will be deposited with the 2004 Parking Bonds Trustee which, together with securities and certain moneys on deposit under the 2004 Parking Bonds Indenture, will be sufficient and will be used to pay the principal of and interest on the 2004 Parking Bonds on [September] 1, 2023 and to redeem the remaining Refunded Bonds on [September] 1, 2023 at a price equal to 100% of the principal amount redeemed, plus accrued and unpaid interest through the date of redemption.
ATTACHMENT B 299
7 The 2004 Parking Bonds consist of the following:
Table 1
2004 Parking Bonds
$_________
Stockton Public Financing Authority
Lease Revenue Bonds, Series 2004
(Parking and Capital Projects)
Maturity or Redemption Date: [September] 1, 2023
Redemption Price: 100%
Outstanding
Maturity Date Principal Interest
(September 1) Amount Rate CUSIP No.†
_______________
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (“CGS”) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright 2020 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CGS. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP service. The CUSIP number is provided for convenience of reference only. None of the Authority, the Parking Authority or the Underwriter assume any responsibility for the accuracy of such numbers.
Upon the deposit of cash and/or securities into an escrow fund (the “Escrow Fund”) established pursuant to an Escrow Agreement, dated as of February 1, 2020 (the “Escrow Agreement”) by and between the Authority and the 2004 Parking Bonds Trustee, the 2004 Parking Bonds will no longer be deemed outstanding under the 2004 Indenture and the 2015 Installment Sale Agreement will be discharged.
Verification
The amounts deposited with the 2004 Parking Bonds Trustee pursuant to the respective Escrow Agreement will be held by the 2004 Parking Bonds Trustee and held in cash and invested in securities that are irrevocably pledged solely to the payment of the principal and interest on the 2004 Parking Bonds. ___________ will deliver a report confirming that the cash and principal of and interest on such securities, when received, will be sufficient to pay the principal of and interest on the 2004 Parking Bonds on [September] 1, 20__ and redeem the remaining 2004 Parking Bonds on [September] 1, 2023. See “VERIFICATION OF MATHEMATICAL COMPUTATIONS.”
ATTACHMENT B 300
8 ESTIMATED SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the 2020 Bonds, together with other available funds, are estimated to be applied as set forth in the following table:
Table 2
Estimated Sources and Uses of Funds
Sources of Funds:
Par Amount of 2020 Bonds $____,___,000.00*
Funds held under the 2010 Indenture ______________
TOTAL ESTIMATED SOURCES $______________
Uses of Funds:
Deposit to Escrow Fund(1) $______________
Costs of Issuance(2)
TOTAL ESTIMATED USES OF FUNDS $______________
_______________
* Preliminary, subject to change.
(1) See “PLAN OF FINANCE.”
(2) Includes fees of Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Verification Agent, the Refunded Bonds Trustee, and the Trustee, the Underwriter’s discount[, premiums for the Policy and the Reserve Policy,] fees relating to the credit ratings, printing, and other miscellaneous costs associated with the issuance of the 2020 Bonds. For the details of the Underwriter’s discount, see “UNDERWRITING.”
(Remainder of this Page Intentionally Left Blank)
ATTACHMENT B 301
9 DEBT SERVICE SCHEDULE
The Fiscal Year debt service requirements for the 2020 Bonds is set forth below.
Table 3
Debt Service Schedule
Series 2020 Bonds
Fiscal Year
(June 30) Principal Interest Total
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
TOTAL
ATTACHMENT B 302
10 THE 2020 BONDS
The following is a summary of certain provisions of the 2020 Bonds. Reference is made to the 2020 Indenture for the complete provisions thereof, and the discussion herein is qualified in its entirety by such reference. See APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS –THE 2020 INDENTURE.”
General
The 2020 Bonds will be dated their date of original delivery, will be issued in fully registered form, in denominations of $5,000 and any integral multiple thereof and will mature on the dates and in the principal amounts and bear interest at the rates as set forth on the inside front cover of this Official Statement.
Interest on the 2020 Bonds will be calculated on the basis of a 360-day year comprised of twelve, 30-day calendar months, payable semiannually on [March] 1 and [September] 1 of each year, commencing [September] 1, 2020 (each, an “Interest Payment Date”).
The 2020 Bonds when issued, will be in fully-registered form, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC acts as securities depository for the 2020 Bonds. Individual purchases and sales of the 2020 Bonds may be made in book-entry form only. Purchasers will not receive certificates representing their interest in the 2020 Bonds purchased. References herein to the Bondholders or Owners shall mean DTC and shall not mean the beneficial owners of the 2020 Bonds. So long as DTC, or its nominee, is the registered owner of all of the 2020 Bonds, all payments on the 2020 Bonds are made directly to DTC. Principal of and interest on the 2020 Bonds are payable by wire transfer by the Trustee to DTC, which is expected, in turn, to remit such amounts to the DTC Direct Participants for subsequent disbursement to DTC Indirect Participants (each as defined in APPENDIX F) and beneficial owners. See APPENDIX F–“DTC AND THE BOOK–ENTRY ONLY SYSTEM.”
Payment of interest on the 2020 Bonds due on any Interest Payment Date on or before the maturity or prior redemption thereof will be made only to the person whose name appears in the bond registration books kept by the Trustee as of the close of business on the 15th day of the month immediately preceding an Interest Payment Date (the “Record Date”), whether or not such Record Date is a Business Day, by check mailed on such Interest Payment Date by first class mail to such registered owner at the address as it appears in such books; provided, that upon the written request of any Holder of $1,000,000 or more in aggregate principal amount of 2020 Bonds received by the Trustee prior to the applicable Record Date, interest will be paid on each Interest Payment Date by wire transfer of immediately available funds to an account maintained in any bank or trust company in the United States of America that is a member of the Federal Reserve System designated in writing by such Holder.
Redemption Provisions
Optional Redemption. The 2020 Bonds maturing on or after March 1, 20__, are subject to optional redemption by the Authority prior to their respective stated maturity dates, upon notice, on any date on or after March 1, 20__, as a whole or in part f redemption price equal to the sum of the principal amount thereof to be redeemed plus accrued interest thereon to the redemption date, without premium.
Mandatory Sinking Fund Redemption. The Series 2020 Bonds maturing on March 1, 20__ and March 1, 20__ (together, the “Term Bonds”) are also subject to mandatory redemption prior to their respective stated maturities, commencing March 1, _____, and March 1, _____, respectively, and on ATTACHMENT B 303
11 March 1 in each year thereafter to and including March 1, _____, and March 1, _____, respectively, in part by lot, from mandatory sinking account payments at a redemption price equal to the principal amount thereof, plus accrued interest, if any, to the redemption date, without premium, as set forth below in the aggregate respective principal amounts and on the respective dates as set forth in the following tables; provided, however, that if some but not all of such Series 2020 Bonds have been redeemed pursuant to optional redemption provisions of this Indenture, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000. The Parking Authority is required to provide the Trustee with a revised sinking fund schedule.
Term 2020 Bonds Sinking Fund Redemption Schedule
Sinking Fund
Redemption Date
(March 1)
Principal
Amount
$
†
_________________
† Maturity.
Term 2020 Bonds Sinking Fund Redemption Schedule
Sinking Fund
Redemption Date
(March 1)
Principal
Amount
$
†
_________________
† Final Maturity.
Notice of Redemption. Notice of redemption is required to be mailed by the Trustee by first class mail, not less than 20 nor more than 60 days prior to the redemption date, to the respective Holders of the 2020 Bonds designated for redemption at their addresses appearing on the registration books kept by the Trustee. Each notice of redemption is required to state the date of such notice, the 2020 Bonds to be redeemed, the date of the 2020 Bonds, the redemption date, the redemption price, the place of redemption (including the name and address of the Principal Corporate Trust Office of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, if less than all of the 2020 Bonds of any one maturity are to be redeemed, the distinctive numbers of the 2020 Bonds of such maturity to be redeemed and, in the case of 2020 Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice is also required to state that, subject to the rescission of such redemption as provided in the 2020 Indenture, on such redemption date there will become due and payable on each of the 2020 Bonds to be redeemed the redemption price thereof and, in the case of 2020 Bonds to be redeemed in part only, the specified portion of the principal amount thereof to be redeemed, and that from and after such redemption date interest on such 2020 Bonds shall cease to accrue, and each ATTACHMENT B 304
12 such notice shall require that such 2020 Bonds be then surrendered at the Principal Corporate Trust Office of the Trustee specified in the redemption notice for payment of the redemption price thereof.
Neither failure to receive any such notice nor any defect contained therein will invalidate any of the proceedings taken in connection with any such redemption.
Selection of 2020 Bonds to be Redeemed. If less than all Outstanding 2020 Bonds are to be redeemed at any one time, the Financing Authority shall select the maturity date or dates of the 2020 Bonds to be redeemed, and if less than all the Outstanding 2020 Bonds maturing by their terms on any one maturity date are to be redeemed at any one time, the Trustee shall select by lot the 2020 Bonds or the portions thereof of such maturity date, and the Trustee shall promptly notify the Financing Authority in writing of the numbers of the 2020 Bonds so selected by it for redemption, and for purposes of such selection, 2020 Bonds shall be deemed to be composed of $5,000 multiples and any such multiple may be separately redeemed.
Effect of Redemption. I If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price of the 2020 Bonds called for redemption is held by the Trustee, then, on the redemption date designated in such notice the 2020 Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such 2020 Bonds shall cease to accrue, and the Owners of such 2020 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof.
Rescission of Notice of Redemption. Any notice of redemption may be rescinded by Written Request of the Authority given to the Trustee not later than five days prior to the date fixed for redemption. Upon receipt of such Written Request of the Authority, the Trustee is required to promptly mail notice of such rescission in the same manner and to the same parties that were mailed the original notice of redemption.
Conditional Notice of Optional Redemption. Any notice of optional redemption may be conditional on the RECEIPT by the Trustee of sufficient money to pay the full redemption price of the 2020 Bonds to redeemed.
SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS
Pledge of Net Parking Revenues
The 2020 Bonds are limited obligations of the Authority issued under and pursuant to the 2020 Indenture, payable solely from the 2020 Installment Payments to be made by the Parking Authority pursuant to the 2020 Installment Purchase Agreement, and certain amounts held under the 2020 Indenture. The obligation of the Parking Authority to make 2020 Installment Payments constitutes a special obligation of the Parking Authority payable solely from a pledge of the “Net Parking Revenues.”
Pursuant to the 2020 Installment Purchase Agreement, the Parking Authority grants to the Authority a first lien on and a security interest in and pledge of all Net Parking Revenues to secure the payment of the 2020 Installment Payments and any Parity Obligations. [Net Parking Revenues may not be used for any other purpose while any 2020 Installment Payments or any Parity Obligations remain unpaid]; provided, that out of the Net Parking Revenues there may be apportioned such sums for such purposes as are expressly permitted by 2020 Installment Purchase Agreement. [The lien, security interest, and pledge constitute an exclusive first lien on the Net Parking Revenues for the payment of the 2020 ATTACHMENT B 305
13 Installment Payments and any Parity Obligations in accordance with the terms hereof (subject to the incurrence of Parity Obligations in accordance with 2020 Installment Purchase Agreement). Pursuant to the Installment Purchase Agreement, the Parking Authority covenants to establish an account to be held by the Parking Authority to be known as the “CFD Revenues Account” and to deposit therein all CFD Revenues Defined herein), when received, and to apply all CFD Revenues to the payment of Gross Operation and Maintenance Costs.
Parking Revenues consist of: (i) charges and revenues derived from the operation of Parking Facilities (consisting of parking meters, surface lots and garages) located within the City (collectively, the “Parking Facilities”) and (ii) proceeds of a special tax levied on Taxable Property (as defined herein) within the City’s Community Facilities District No. 2001-01 (Downtown Parking) (“CFD Revenues”).
See “PARKING AUTHORITY FINANCES” for discussions of charges and revenues derived from operations of the Parking Facilities. See “THE PARKING CFD” for a discussion of the Parking CFD and CFD Revenues.”
The Parking Authority may issue or incur additional obligations secured by and payable from Net Parking Revenues on a parity with the 2020 Installment Payments and other Parity Obligations as described in the Installment Purchase Agreement. See “–Issuance of Parity Obligations.” Definitions
“Gross Operation and Maintenance Costs” means the reasonable and necessary costs spent or incurred for maintenance and operation of the Parking Facilities calculated in accordance with Generally Accepted Accounting Principles, including (among other things) (a) the reasonable expenses of management and repair, including fees, charges and other invoices of a professional operator, person, firm or corporation with staff experienced in the management and operation of parking facilities similar to the Parking Facilities who is managing and operating all or a portion of the Parking Facilities, and other expenses necessary to maintain and preserve the Parking Facilities in good repair and working order, (b) the reasonable administrative costs of the Parking Authority and the City that are reasonably charged or directly apportioned to the Parking Facilities, including but not limited to, salaries and wages of employees, payments to the Public Employees Retirement System, overhead, utilities and services, insurance, taxes (including parking taxes), fees of auditors, accountants, attorneys, consultants or engineers and insurance premiums and , and including all other reasonable and necessary costs of the Parking Authority or the City or charges required to be paid by it to comply with the terms hereof, or the terms of any Parity Obligations, but excluding in all cases (i) depreciation, replacement and obsolescence charges or reserves therefor, (ii) amortization of intangibles, (iii) costs of capital additions, replacements, betterments, extensions or improvements to the Parking Facilities which under Generally Accepted Accounting Principles are chargeable to a capital account, and (iv) charges for the payment of principal and interest on any debt service or other regularly scheduled payments on account of any Parity Obligation or obligation subordinate to the Parity Obligations. “Net Parking Revenues” means, for any period, the Parking Revenues during such period less the Operation and Maintenance Costs during such period.
“Parity Obligations” means the 2020 Installment Payments, any obligation (including, but not limited to, any installment payment obligation) payable on a parity with the 2020 Installment Payments from Net Parking Revenues, as the case may be, as provided in the 2020 Installment and the regularly scheduled payments under any Payment Agreement which have been designated by the Parking Authority as a “Parity Obligation” in the Payment Agreement.
ATTACHMENT B 306
14 “Payment Agreement” means a written agreement for the purpose of managing or reducing the Parking Authority’s exposure to fluctuations in interest rates or for any other interest rate, investment, asset or liability managing purposes, entered into either on a current or forward basis by the Parking Authority as authorized under any applicable laws of the State in connection with, or incidental to, the entering into of any Parity Obligation, that provides for an exchange of payments based on interest rates, ceilings or floors on such payments, options on such payments or any combination thereof, or any similar device.
“Parking Revenues” means all gross income and revenue received or receivable by the Parking Authority from the ownership or operation of the Parking Facilities, determined in accordance with Generally Accepted Accounting Principles, including all fees, rates, charges and amounts paid under any contracts received by or owed to the Parking Authority in connection with the operation of the Parking Facilities and all proceeds of insurance relating to the Parking Facilities and all other income and revenue howsoever derived by the City from the ownership or operation of the Parking Facilities, but excluding (i) any proceeds of grants or loans or other debt obligations received by the Parking Authority, (ii) customer deposits or any deposits or advances subject to refund until such deposits or advances have become property of the Parking Authority, and (ii) the proceeds of any special assessments or special taxes levied upon real property within any improvement district established for the benefit of the Parking Facilities including, but not limited to, the CFD Revenues.
[Insert Flow of Funds Chart – To Come]
THE 2020 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM 2020 INSTALLMENT PAYMENTS MADE BY THE PARKING AUTHORITY AND CERTAIN MONEYS HELD UNDER THE 2020 INDENTURE. THE 2020 BONDS ARE NOT A
DEBT OF THE PARKING AUTHORITY, THE CITY, THE STATE OF CALIFORNIA OR ANY
POLITICAL SUBDIVISION THEREOF, AND SHALL BE PAYABLE SOLELY FROM THE REVENUES PLEDGED THEREFOR PURSUANT TO THE 2020 INDENTURE. THE OBLIGATION OF THE PARKING AUTHORITY TO MAKE 2020 INSTALLMENT PAYMENTS IS A SPECIAL
OBLIGATION OF THE PARKING AUTHORITY PAYABLE SOLELY FROM NET SYSTEM REVENUES OF THE PARKING FACILITIES AS PROVIDED IN THE 2020 INSTALLMENT PURCHASE AGREEMENT. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF
THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (INCLUDING THE
AUTHORITY) IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL AND PREMIUM, IF ANY, OF, OR INTEREST ON THE 2020 BONDS. THE AUTHORITY HAS NO TAXING POWER. THE ISSUANCE OF THE 2020 BONDS SHALL NOT DIRECTLY OR INDIRECTLY OBLIGATE THE
AUTHORITY, THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY
OR PLEDGE ANY FORM OF TAXATION WHATSOEVER OR TO MAKE ANY APPROPRIATION FOR PAYMENT OF THE 2020 BONDS. THE 2020 BONDS AND THE 2020 INSTALLMENT PAYMENTS ARE NOT PAYABLE FROM THE GENERAL FUND OF THE CITY.
Rate Covenant
In the 2020 Installment Purchase Agreement, the Parking Authority covenants to fix, prescribe and collect rates, fees and charges with respect to the Parking Facilities during each Fiscal Year which are estimated to yield Net Parking Revenues for such Fiscal Year equal to at least [125%] of Parity Debt Service for such Fiscal Year. The Parking Authority may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but shall not reduce the rates, fees and charges then in effect unless the Net Parking Revenues from such reduced rates, fees and charges are estimated to be sufficient to meet the requirements of such covenant.
ATTACHMENT B 307
15 “Adjusted Net Parking Revenues” means, for any Fiscal Year or other period of calculation, the Net Parking Revenues for such Fiscal Year or other period of calculation less, to the extent included in the calculation of Net Parking Revenues for such Fiscal Year or other period of calculation, all amounts referred to in clause (G) of the definition of Parity Debt Service in the 2020 Installment Purchase Agreement received or expected to be received by the Parking Authority or fiduciary, on behalf of the Parking Authority, in such Fiscal Year or other period of calculation. “Parity Debt Service” generally means with respect to any Parity Obligation for any period of calculation, those portions of the payments of interest on and principal and redemption premiums, if any, required to be made during such period under such Parity Obligations, less any such interest that is to be paid from proceeds of such Parity Obligations, less the earnings to be derived from the investment of moneys on deposit in debt service reserve funds and capitalized interest funds established for such Parity Obligations. See APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS–DEFINITIONS OF CERTAIN TERMS” for a complete description of the definition of Parity Debt Service, including various assumptions and adjustments used to calculate Parity Debt Service.
Deposit of Revenues
Pursuant to the 2020 Indenture, the Authority agrees and covenants that all Revenues when and as received will be transferred by the Authority to the Trustee for deposit in the 2020 Installment Payment Fund.
All money in the 2020 Installment Payment Fund is required to be set aside by the Trustee in the following special accounts in the following order of priority:
Interest Account,
Redemption Account,
2020 Reserve Account.
All money in each of such accounts will be held in trust by the Trustee and applied, used, and withdrawn only for the purposes authorized in the 2020 Indenture.
Interest Account. On [March] 1 and [September] 1 of each year, beginning on [September] 1, 2020, the Trustee is required to set aside from the 2020 Installment Payment Fund and deposit in the Interest Account an amount of money which is equal to the amount of interest becoming due and payable on all Outstanding 2020 Bonds on such [March] 1 or [September] 1, as the case may be; provided, that no such deposit need be made in the Interest Account if the amount contained therein is at least equal to the aggregate amount of interest becoming due and payable on all Outstanding 2020 Bonds on such Interest Payment Date. All money in the Interest Account is required to be used and withdrawn by the Trustee solely for the purpose of paying the interest on the 2020 Bonds as it becomes due and payable (including accrued interest on any 2020 Bonds purchased or redeemed prior to maturity).
Redemption Account. On [September] 1 of each year, beginning on [September] 1, 2020, the Trustee is required to set aside from the 2020 Installment Payment Fund and deposit in the Principal Subaccount of the Redemption Account an amount of money equal to the principal amount of all Outstanding Serial 2020 Bonds maturing on such [September] 1 and to set aside from the 2020 Installment Payment Fund and deposit in the Sinking Fund Account of the Redemption Fund an amount of money equal to the Sinking Fund Payment, if any, required to be made on such [September] 1; provided, that no such deposit need be made in the Principal Subaccount on [September] 1 of any year if the amount contained in the Principal Subaccount therein is at least equal to the aggregate amount of the principal of all Outstanding Serial 2020 Bonds maturing by their terms on such [September] 1 and no ATTACHMENT B 308
16 such deposit need be made for the Sinking Fund Subaccount on [September] 1 of any year if the amount contained therein is at least equal to the amount of the Sinking Fund Payments, if any, required to be made on such [September] 1. All money in the Principal Subaccount in the Redemption Account is required to be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Serial 2020 Bonds as they shall become due and payable, whether at maturity or on prior redemption and all money in the Sinking Fund Subaccount is required to be used and withdrawn to purchase, redeem or pay Term 2020 Bonds. See also, APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS–THE 2020 INDENTURE–Establishment and Maintenance of Accounts for Use of Money in the 2020 Installment Payment Fund–Redemption Account.” 2020 Reserve Account. If moneys on deposit in the 2020 Reserve Account are less than the 2020 Reserve Requirement, after making the deposits required to be made to the Interest Account and Redemption Account, the Trustee is required to deposit available Revenues in the 2020 Reserve Account until the balance in the 2020 Reserve Account equals the 2020 Reserve Requirement. 2020 Reserve Account
The 2020 Indenture establishes a 2020 Reserve Account to be held by the Trustee, and requires that the 2020 Reserve Account be maintained in the amount of $__________ (the “2020 Reserve Requirement”); provided, that such requirements (or any portion thereof) may be provided by one or more financial instruments (including, but not limited to, one or more policies of financial guaranty insurance, one or more surety bonds or one or more letters of credit) issued by a municipal bond insurer, bank or other financial institution or organization with ratings at the time of issuance of such financial instrument in one of the highest rating categories (without regarding to numerous modifier or plus or minus sign) from at least one nationally recognized rating agency.
[Upon the issuance of the 2020 Bonds the Reserve Policy in the amount of the 2020 Reserve Requirement will be issued by the Bond Insurer and deposited into the 2020 Reserve Account.] Rate Stabilization Fund
[The 2020 Installment Purchase Agreement permits the Parking Authority the option of establishing a fund (the “Rate Stabilization Fund”) into which the Parking Authority may, from time to time, from current Parking Revenues such amounts as the Parking Authority may determine and the amount of available current Parking Revenues in the Fiscal Year will be reduced by the amount so transferred. Amounts may be transferred from the Rate Stabilization Fund and deposited in the Revenue Fund, and any amounts transferred within 270 days after the end of a Fiscal Year will be deemed Parking Revenues for such Fiscal Year when transferred. The Parking Authority may also apply moneys on deposit in the Rate Stabilization Fund for any lawful purpose. All interest or other earnings upon amounts in the Rate Stabilization Fund may be withdrawn and accounted for as Parking Revenues in accordance with the terms of the 2020 Installment Purchase Contra or used for any lawful purpose.] Issuance of Parity Obligations and Subordinate Obligations The Parking Authority may at any time and from time to time issue or create any Parity Obligations, in addition to the 2020 Installment Payments, which may be incurred without compliance with the requirements described in the 2020 Installment Purchase Agreement, provided:
(i) None of the following has occurred and is continuing: (A) an Event of Default under the terms of the 2020 Installment Purchase Agreement, and any other installment purchase contract, indenture, trust agreement or other document that provides for the issuance of Parity Obligations (each an ATTACHMENT B 309
17 “Issuing Document”) or (B) an Event of Default or Termination Event (as defined in any Payment Agreement) under any Payment Agreement; and
(ii) The Parking Authority obtains or provides a certificate or certificates, prepared by the Parking Authority or at the option of the Parking Authority by a Consultant, showing that either:
(A) the Adjusted Net Parking Revenues for either the most recent Fiscal Year for which audited financial statements are available or any 12 consecutive calendar month period during the 18 consecutive calendar month period ending immediately prior to the incurring of such additional Parity Obligations were at least [150%] of “Maximum Annual Debt Service” (defined in the Installment Purchase Agreement as of any date of calculation, the largest amount of Parity Debt Service during the period from the date of such calculation through the final maturity date of all Parity Obligations) as calculated after the execution of such Parity Obligations; and for the purpose of providing such certificate or certificates, the Parking Authority or the Parking Authority’s Consultant, as applicable, may adjust the Adjusted Net Parking Revenues for such Fiscal Year or 12 calendar month period, as the case may be, to reflect:
(1) an allowance for Net Parking Revenues that would have been derived from any additional Parking Facilities that were added prior to the incurrence of such additional Parity Obligations but which were not in existence, during all or any part of such Fiscal Year or 12 calendar month period under consideration, in an amount equal to the estimated additional Net Parking Revenues that would have been derived from such additional Parking Facilities if they had been added prior to the beginning of such Fiscal Year or 12 calendar month period, and
(2) an allowance for Net Parking Revenues that would have been derived from any increase in the rates, fees and charges fixed and prescribed for the Parking Facilities which became effective prior to the incurrence of such additional Parity Obligations but which was not in effect, during all or any part of such Fiscal Year or 12 calendar month period, in an amount equal to the estimated additional Net Parking Revenues that would have been derived from such increase in rates, fees and charges if it had been in effect prior to the beginning of such Fiscal Year or 12 calendar month period; or
(B) the estimated Adjusted Net Parking Revenues will be at least [150%] of Maximum Annual Debt Service, as calculated after the execution of such Parity Obligations; and for the purpose of providing such certificate or certificates, the Parking Authority or the Parking Authority’s Consultant, as applicable, may adjust the foregoing estimated Adjusted Net Parking Revenues to reflect:
(1) an allowance for Net Parking Revenues that are estimated to be derived from any increase in the rates, fees and charges for Parking Facilities which have been adopted by the Parking Authority and which will be in effect during all or any portion of the period for which such estimates are provided; and
(2) an allowance for Net Parking Revenues that are estimated to be derived from new customers of the Parking Facilities anticipated to be served by any additions or improvements to or extensions of the Parking Facilities financed by the Parity Obligations in an amount equal to the additional Net Parking Revenues that are estimated to be derived from such customers.
ATTACHMENT B 310
18 For purposes of clause (B) above, with respect to the Operation and Maintenance Costs, the Parking Authority or the Parking Authority’s Consultant, as applicable, is required to use such assumptions (which are required to be set forth in such certificate or certificates) as such believes to be reasonable, taking into account: (i) historical Operation and Maintenance Costs, (ii) Operation and Maintenance Costs associated with the additions or improvements to or extensions of the Parking Facilities to be financed with the proceeds of such additional Parity Obligations and any other new additions or improvements to or extensions of the Parking Facilities during such five year period and (iii) such other factors, including inflation and changing operations or policies of the Parking Authority, as the Parking Authority or the Parking Authority’s Consultant, as applicable, believes to be appropriate.
The certificate or certificates described above in paragraph (ii) are not required if the Parity Obligations being issued are for the purpose of refunding (x) then outstanding Parity Obligations, if at the time of the issuance of such refunding Parity Obligations a certificate of the Parking Authority is delivered showing that Parity Debt Service in each Fiscal Year on all Parity Obligations outstanding after the issuance of the refunding Parity Obligations will not exceed 110% of Parity Debt Service in each corresponding Fiscal Year on all Parity Obligations outstanding prior to the issuance of such refunding Parity Obligations; or (y) then outstanding Balloon Obligations or Variable Interest Rate Obligations, but only to the extent that the principal amount of such Balloon Obligations or Variable Interest Rate Obligations has been put, tendered to or otherwise purchased by a standby purchase or other liquidity facility relating to such Balloon Obligations or Variable Interest Rate Obligations, as applicable.
Without complying with the requirements described above, the Parking Authority may issue or incur obligations secured by and/or payable from Net Parking Revenues on a priority subordinate to the Parity Obligations.
Default Under the 2020 Indenture and 2020 Installment Purchase Agreement; Remedies For a description of the events of default and remedies under the 2020 Indenture and the 2020 Installment Purchase Agreement, see APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS–THE 2020 INDENTURE–Events of Default and Remedies of Owners” and “THE 2020 INSTALLMENT PURCHASE AGREEMENT–Events of Default and Remedies of the Authority,” respectively.
THE PARKING CFD
Special Tax Authorization
Pursuant to the CFD Act, on December 11, 2001 the City Council, acting as the legislative body of the Parking CFD, adopted a resolution establishing the Parking CFD, determining to incur bonded indebtedness, and calling a special election to authorize the levy of the Special Tax. At an election held pursuant to the CFD Act, the landowners who were the qualified electors of the Parking CFD authorized (by more than the requisite two-thirds vote) approved the Rate and Method of Apportionment of Special Tax, the facilities and services to be provided, the cost of such facilities and services, and the issuance of bonded indebtedness in an amount not to exceed $60,000,000. The Rate and Method of Apportionment of Special Tax, as amended by the First Amended Rate and Method of Apportionment of Special Tax approved on June 10, 2003 and the Second Amended Rate and Method of Apportionment of Special Tax approved on December 13, 2005 (collectively, the “Special Tax Formula”) is authorized to be levied annually within the Parking CFD commencing Fiscal Year 2002-03 and continues in full force and effect until the lien is cancelled in accordance with law or until collection of the Special Tax is ceased by the City. The Special Tax is levied and collected according to the Special Tax Formula as set forth in ATTACHMENT B 311
19 APPENDIX D–“RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The City Council annually establishes tax rates to levy and apportion the Special Tax against Taxable Property within the Parking CFD.
The Parking CFD was formed to: (i) finance parking facilities, including but not limited to, on and off street parking, surface lots, multi-level parking structures, publicly owned spaces within the private properties, parking meters, fee collection facilities, signage, related walkways, street furniture, debris containers, landscaping, lighting, conforming street improvements and all necessary utility facilities, and (ii) to pay for the public services required to maintain the parking facilities in a safe, sanitary, and fit operating condition, including provision of replacement parts, painting, cleaning, sweeping, removal of debris, care of landscaping, provision of irrigation for landscaping, electric and communication services and related police, traffic control, fire, and emergency services. For the boundaries of the Parking CFD, see the map on page __. [The boundaries of the Parking CFD were established to provide and maintain parking facilities serving the City’s downtown business and entertainment district.]
Assignment and Pledge of CFD Revenues
General. Pursuant to the Assignment Agreement, dated as of February 1, 2020 (the “CFD Revenues Assignment Agreement”) between the City and the Parking Authority, all proceeds of the Special Tax are assigned by the City to the Parking Authority. Pursuant to the 2020 Installment Purchase Agreement, the Parking Authority covenants to establish a “CFD Revenues Account” to be held by the Parking Authority into which the Parking Authority is required to deposit all CFD Revenues. The Parking Authority covenants to apply all CFD Revenues to the payment of “Gross Operation and Maintenance Costs.”
“Gross Operation and Maintenance Costs” is defined in the 2020 Installment Purchase Agreement to mean the reasonable and necessary costs spent or incurred for maintenance and operation of the Parking Facilities calculated in accordance with Generally Accepted Accounting Principles, including (among other things) (i) the reasonable expenses of management and repair, including fees, charges and other invoices of a professional operator, person, firm or corporation with staff experienced in the management and operation of parking facilities similar to the Parking Facilities who is managing and operating all or a portion of the Parking Facilities, and other expenses necessary to maintain and preserve the Parking Facilities in good repair and working order, (ii) the reasonable administrative costs of the Parking Authority and the City that are reasonably charged or directly apportioned to the Parking Facilities, including but not limited to, salaries and wages of employees, payments to the Public Employees Retirement System, overhead, utilities and services, insurance, taxes (including parking taxes), fees of auditors, accountants, attorneys, consultants or engineers and insurance premiums and , and including all other reasonable and necessary costs of the Parking Authority or the City or charges required to be paid by it to comply with the terms hereof, or the terms of any Parity Obligations, but excluding in all cases (A) depreciation, replacement and obsolescence charges or reserves therefor, (B) amortization of intangibles, (C) costs of capital additions, replacements, betterments, extensions or improvements to the Parking Facilities which under Generally Accepted Accounting Principles are chargeable to a capital account, and (iv) charges for the payment of principal and interest on any debt service or other regularly scheduled payments on account of any Parity Obligation or obligation subordinate to the Parity Obligations.
Termination of Pledge of CFD Revenues. [The obligation of the Parking Authority to apply all CFD Revenues pursuant to the 2020 Installment Purchase Agreement will cease and terminate following upon the delivery to the Trustee and the Authority of a certificate of the Parking Authority demonstrating ATTACHMENT B 312
20 that Adjusted Net Parking Revenues were at least [150%] of Maximum Annual Debt Service for each of the three completed Fiscal Years prior to the date of calculation.] See also APPENDIX D–“RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” Manner of Collection. The Special Tax is collected in the same manner and at the same time as ad valorem property taxes are collected by the County and, except for the Movie Theater Property, is billed in the first quarter of each calendar year. Under the Special Tax Formula, City is permitted to directly bill and collect the Special Tax at a different time or in a different manner. Collection of delinquent Special Tax payments is through foreclosure or other available methods. [To Be Conformed to IPA Revisions]
Of the 153 parcels subject to the Special Tax, as of Fiscal Year 2019-20, 17 (representing approximately 37.5% of the Special Tax levy) are directly billed by the City. These 17 Parcels are owned by the San Juaquin Regional Transit District, the State, the County, [or the City].
The manner of collection and the amount of the Special Tax Levy for the Fiscal Year 2019-20 Special Tax levy is summarized below:
Manner of Collection
Number of Parcels of
Taxable Property
Special Tax Levy
Amount Percent
County Roll (Teetered) 136 $773,279.22 62.49%
Hand Billed 17 464,100.36 37.51
TOTAL 153 $1,237,379.58 100.0%
_______________
Source: Willdan Financial Services.
Taxes are levied by the County for each Fiscal Year on taxable real property that is situated in the County as of the preceding January 1. For collection purposes, property is classified either as “secured” or “unsecured” and is listed accordingly on separate parts of the assessment roll. The “secured roll” is that part of the assessment roll containing State-assessed public utilities property and real property having a tax lien that is sufficient, in the opinion of the County Assessor, to secure payment of the taxes. Other property is assessed and collected on the “unsecured roll.” Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each Fiscal Year. If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. Property on the secured roll with respect to which taxes are delinquent become tax defaulted on June 30 of the Fiscal Year; such property may thereafter be redeemed by payment of a penalty of 1.5% per month to the date of redemption, together with the defaulted taxes, the delinquency penalty, costs, and a redemption fee. If taxes are unpaid for a period of five years or more, the property is subject to auction sale by the County, however, under certain circumstances property may be foreclosed sooner. See “–Delinquent Payments of Special Tax; Covenant to Foreclose.”
Property taxes on the unsecured roll are due as of the lien date and become delinquent, if unpaid, on August 31. A 10% penalty attaches to delinquent unsecured taxes. If unsecured taxes are unpaid at 5:00 p.m. on October 31, an additional penalty of 1.5% attaches to them on the first day of each month until paid. The County has four ways of collecting delinquent unsecured property taxes: (i) bringing a civil action against the taxpayer; (ii) filing a certificate in the office of the County Clerk specifying certain facts in order to obtain a lien on certain property of the taxpayer; (iii) filing a certificate of delinquency for record in the County Clerk and County Recorder’s office in order to obtain a lien on certain property ATTACHMENT B 313
21 of the taxpayer; and (iv) seizing and selling personal property, improvements, or possessory interests belonging or assessed to the assessee.
Teeter Plan
In 1949, the California Legislature enacted an alternative method for the distribution of secured ad valorem property taxes to local agencies. This method, commonly known as the Teeter Plan, is set forth in Sections 4701-4717 of Revenue and Taxation Code of the State of California. The Yolo County Board of Supervisors (the “Board of Supervisors”) approved implementation of the Teeter Plan in November 1993, both as to general and special taxes entered and collected on the secured tax roll.
Generally, the Teeter Plan provides for a tax distribution procedure by which secured roll taxes, special taxes and assessments are distributed to taxing agencies within a county included in the Teeter Plan on the basis of the tax levy, rather than on the basis of actual tax collections. A county then receives all future delinquent tax payments, penalties and interest, and a complex tax redemption distribution system for all taxing agencies is avoided. In connection with the Teeter Plan, a county can advance to the participating taxing agencies an amount equal to 95% of the total then-prior years’ delinquent secured property taxes, 100% of the total then-prior years’ delinquent secured special taxes, including the associated penalties and interest, and 100% of the then-current year’s secured roll levy.
The Teeter Plan remains in effect unless the Board of Supervisors orders discontinuance. The County policy provides that it may order discontinuance of the Teeter Plan as to special taxes for the next year if the rate of delinquency for a taxing district exceeds 3% in any Fiscal Year. Unless and until the Board of Supervisors orders discontinuance of the Teeter Plan with respect to the Parking CFD, the City is credited with 100% of the scheduled Special Tax payments without regard to actual amounts collected.
The City can give no assurance, however, that the Teeter Plan will be continued in future years.
If any tax or assessment which was distributed to a Teeter Plan participant is subsequently changed by correction, cancellation or refund, a pro rata adjustment for the amount of the change is made on the records of the treasurer of the County and the County Auditor. Such an adjustment would be an offset to future distributions of tax revenues to the Parking CFD.
So long as the County maintains its policy of collecting taxes pursuant to said procedures and the City meets the Teeter Plan requirements, the Parking CFD will receive 100% of the annual installments levied on the Teetered Parcels without regard to actual collections in the City. No assurance can be given that the County will continue to include special taxes levied within community facilities districts in the Teeter Plan, and the County could decide to discontinue the inclusion of such special taxes in the Teeter Plan at any time, or to discontinue the Teeter Plan in its entirety.
ATTACHMENT B 314
22 Special Tax Formula
Capitalized terms used under this heading and not otherwise defined shall have the same meanings as set forth in the Special Tax Formula. See APPENDIX D–“RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
General. The Special Tax is levied on and collected from each parcel in the Parking CFD subject to the Special Tax as set forth in the Special Tax Formula, a copy of which is contained in APPENDIX D– “RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” All capitalized terms used in this section will have the meaning set forth in Appendix D.
[Since formation of the CFD, the Special Tax has been collected at the Maximum Special Tax rate. The City expects to levy the Special Tax at the Maximum Special Tax in the future.] The Special Tax Formula provides that the Special Tax levy each Fiscal Year is calculated by first determining the “Special Tax Requirement” for such Fiscal Year. The “Special Tax Requirement” is defined in the Special Tax Formula as the amount necessary in any Fiscal Year (i) to pay the principal of and interest on bonds or other indebtedness which is due in the calendar year that begins in such Fiscal Year; (ii) to create or replenish the reserve funds; (iii) to cure any delinquencies in the payment of the principal of or interest on b or other indebtedness which have occurred in the prior Fiscal Year or (based on delinquencies in the payment of the Special Tax which have already taken place) are expected to occur in the Fiscal Year in which the Special Tax will be collected; (iv) to pay administrative expenses of the Parking CFD; and (v) to pay the costs of public improvements or public services authorized to be funded by the Parking CFD. The Special Tax Requirement may be reduced in any Fiscal Year by: (a) interest earnings on or surplus balances in funds and accounts for the bonds or other indebtedness to the extent that such earnings or balances are available to apply against debt service pursuant to the bond indenture, bond resolution, or other legal document that set forth these terms; (b) proceeds from the collection of penalties associated with delinquent Special Taxes; and (c) any other revenues available to pay debt service on the Bonds as determined by the Administrator.
Pursuant to the Special Tax Formula prior to July 1 of each year the Administrator is required to determine the following for all Parcels of Taxable Property within the Parking CFD: (i) the current Assessor’s Parcel number based upon reference to the most current County Assessor’s Parcel maps; (ii) whether the Parcel is Developed/Redeveloped Property or Undeveloped Property; (iii)whether the Parcel is Public Property, Special Use Property or Other Property; (iv) for Parcels of Public Property and Other Property, the Parking Deficiency associated with the building on or associated with the Parcel; (v) for Parcels of Undeveloped Property and other Property, the Acreage of the Parcel; (vi) for Parcels of Other Property, the Proximity Factor; (vii) for Parcels of Other Property, the Building Square Footage; and (viii) for Parcels of Other Property, the Building Square Footage that is Special Use Square Footage, if any.
ATTACHMENT B 315
23 For Fiscal Year 2019-20, the Parking CFD contains 153 parcels of Taxable Property under the Special Tax Formula comprised of three parcels classified as “special use,” six parcels classified as “public,” and 144 parcels classified as “other,” each as defined herein.
Table 4
Taxable Property Classifications
Fiscal Year 2019-20
Special Tax
Category
Number of
Parcels of
Taxable
Property
Associated
Square Footage
Associated
Acreage
Total
Fiscal Year
2019-20
Maximum Tax
Special Use Property 3 0 1.05 $490.56
Public Property 6 945,700 227,441.52
[Movie Theater 1 _______ __.__ ____.__]
Other Property 144 2,092,608 40.86 1,009,447.50
Undeveloped 0.00
TOTAL 153 47.47 $1,237,379.58
_______________
Source: Willdan Financial Services.
For purposes of the Special Tax Formula the following terms are defined as follows:
“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final subdivision map or other map recorded at the County Recorder’s Office. “Acreage Charge” means the Special Tax to be levied on the Acreage of each Parcel of Other Property, as described in the Special Tax Formula.
“Annual Ticket Sales” means, in any calendar year, the number of movie tickets sold from operation on the Movie Theater Property in the prior calendar year as reported to the City by the theater operator, subject to verification by the City.
“Building Square Footage” means the square footage within a structure, determined in the City’s sole discretion that shall be subject to the Special Tax pursuant to the Special Tax Formula. “Deficiency Charge” means the Special Tax to be levied based on the Parking Deficiency for each Parcel of Public Property and Other Property in the Parking CFD, as described in the Special Tax Formula.
“Developed/Redeveloped Property” means, in any Fiscal Year, all Parcels within the Parking CFD that have had one or more of the following take place before June 30 of the prior Fiscal Year: (i) a building permit for new construction has been issued on a vacant parcel, (ii) additions that increase the square footage more than 10% have been made to existing buildings, (iii) alterations to or remodeling of existing buildings has taken place, and such alternations or remodeling increase the assessed value of the Parcel more than 50%) and (iv) a change of use within the building has occurred which increases the demand for parking by more than 50%.
ATTACHMENT B 316
24 “Maximum Special Tax” means the maximum Special Tax, determined in accordance with the Special Tax Formula that can be levied in any Fiscal Year. “Movie Theater Property” means that Parcel identified in Fiscal Year 2005-06 by Assessor’s Parcel number 139-100-22 and any additional Parcels designated by the City as Movie Theater Property in future Fiscal Years.
As of the date of this Official Statement, the City has not designated any additional Parcels as “Movie Theater Parcels.” [City to Confirm]
“Other Property” means, in any Fiscal Year, all Taxable Property within the Parking CFD that does not meet the definition of Public Property or Special Use Property as set forth in the Special Tax Formula.
“Parking Deficiency” means the number of parking spaces determined by subtracting the number of off-street parking stalls provided by an individual Assessor’s Parcel by the number of off-street parking stalls required for that Parcel on the basis of the Zoning Ordinance Code. If a business establishment includes more than one Assessor’s Parcel, the City may calculate the Parking Deficiency for the business as a whole and spread the corresponding Maximum Special Tax according to the procedures set forth in the Special Tax Formula. If a business provides more parking spaces than it requires, the Parking Deficiency assigned to the Parcel may be a negative number. The Parking Deficiency for each Parcel in the Parking CFD shall be determined at the sole discretion of the Director of Housing and Redevelopment.
“Proximity Charge” means the Special Tax to be levied on each Parcel of Other Property based on the Proximity Factor assigned to the Parcel, as described in the Special Tax Formula. “Proximity Factor” means the factor assigned by the Director of Housing and Redevelopment to each Assessor’s Parcel to reflect that Parcel’s proximity to a parking garage(s) or surface parking lot(s). “Public Property” means, in any Fiscal Year, any property within the boundaries of the Parking CFD that, as of August 31, 2005, was owned by or leased to, and that continues to be owned by or leased to, the federal government, State of California, City, County or other public agency. Public Property within the Parking CFD as of August 31, 2005 is identified in Attachment 1 of this Rate and Method of Apportionment of Special Tax. If an Assessor’s Parcel that had been Public Property in any Fiscal Year is subsequently categorized as and taxed as Other Property, such Parcel shall remain Other Property in all future Fiscal Years, even if the Parcel or a building on the Parcel is again sold to or leased by the federal government, State of California, City, County or other public agency. “Special Use Square Footage” means, in a building that has a variety of tenants, that portion of the building that, as of August 31, 2005, was leased to and used by, and that, in the current Fiscal Year, continues to be leased to and used by, a religious organization, fraternal organization, 501(c)(3) or other tax-exempt non-profit entity. If, As of August 31, 2005, all of the square footage that was leased within a building was leased by a religious, fraternal and/or non-profit organization, the Assessor’s Parcel on which the building is located shall be categorized as Special Use Property. If Building Square Footage that had been Special Use Square Footage in any Fiscal Year is subsequently categorized as and taxed as Other Property, such Building Square Footage shall remain Other Property in all future Fiscal Years, even if the Square Footage is again sold to or leased by a religious, fraternal and/or non-profit organization. “Special Use Property” means, in any Fiscal Year, any property within the boundaries of the Parking CFD that, as of August 31, 2005, met one of the following criteria, and that continues to meet one of the following criteria:
ATTACHMENT B 317
25 • The Parcel is owned by or leased to a religious organization, and the structure built on the Parcel is used solely as a place of worship, rectory, convent private school or homeless shelter.
• The Parcel is owned by or leased to a fraternal organization (e.g., Boy Scouts of America, Knights of Columbus, Elks Club), and the structure built on the Parcel is used solely for the activities of the fraternal organization.
• The Parcel is owned by or leased to a 501(c)(3) or other tax-exempt non-profit organization (e.g., American Red Cross, Boys and Girls Club, The Salvation Army), and the structure built on the Parcel is used solely for the activities of the non-profit organization.
“Square Footage Charge” means the Special Tax to be levied on Building Square Footage of Other Property as described in the Special Tax Formula. “Taxable Property” means all of the Assessor’s Parcels within the boundaries of the Parking CFD which are not exempt from the Special Tax pursuant to the Special Tax Formula. “Undeveloped Property” means, in any Fiscal Year, all Assessors Parcels of Taxable Property that are not Developed/Redeveloped Property as defined in the Special Tax Formula.
Pursuant to the Special Tax Formula, once the Special Tax has been levied on and collected from a Parcel, the Maximum Special Tax that can be collected from that Parcel will not be reduced regardless of changes in parking deficiency, land use, building square footage or Acreage on the Parcel unless the total Maximum Special Tax that can be levied within the Parking CFD after such a reduction is applied is sufficient to provide debt service coverage required by the applicable bond documents.
Maximum Special Tax
Special Use Property. For Fiscal Year 2019-20, there are three Parcels within the Parking CFD classified as “Special Use Property” and the Maximum Special Tax for each Parcel of Special Use Property is $____.
Commencing July 1, 2006 and each July 1 thereafter, the Maximum Special Tax increased by the lesser of (i) the increase, if any, in the Consumer Price Index of the San Francisco-Oakland-San Jose area for all urban consumers, and (ii) 5%. The Maximum Special Tax for buildings that include Special Use Square Footage, but do not qualify as Special Use Property, are required to be calculated pursuant the Special Tax Formula.
Public Property. For Fiscal Year 2019-20, there are six Parcels within the Parking CFD classified as “Public Property” and the Maximum Special Tax for each Parcel of Special Use Property is $____.
Each Fiscal Year, the Maximum Special Tax for each parcel of Public Property in the Parking CFD is required to be determined as follows:
Step 1. Determine the Parking Deficiency for the Parcel; and Step 2. Multiply the Parking Deficiency by $44.92, which amount shall be increased on July 1, 2006 and each July 1 thereafter, by the lesser of (i) the increase, if any, in the Consumer ATTACHMENT B 318
26 Price Index of the San Francisco-Oakland-San Jose area for all urban consumers, and (ii) 5%.
For Fiscal Year 2019-20, the multiplier value is $_________.
Other Property. For Fiscal Year 2019-20, there are 144 parcels within the Parking CFD classified as “Other Property” and the Maximum Special Tax for each parcel of Other Property is $____.
Each Fiscal Year, the Administrator shall apply the following steps to determine the Maximum Special Tax for each Parcel of Other Property in the CFD:
Step 1. Multiply the Deficiency Charge by the Parking Deficiency for the Parcel (if the Parking Deficiency assigned to the Parcel is a negative number, this calculation will result in a negative number, which will serve as a reduction in the total Maximum Special Tax calculated in Step 5);
Step 2. Determine the Proximity Factor assigned to the Parcel and identify the appropriate Proximity Charge;
Step 3. Identify the Building Square Footage on the Parcel, and multiply the Building Square Footage by the appropriate Building Square Footage Charge per square foot; Step 4. Multiply the Acreage Charge by the Acreage of the Parcel; and Step 5. Sum the amounts determined in Steps 1 through 4 to determine the total Maximum Special Tax assigned to the Parcel for the Fiscal Year, with the following exception: if the Building Square Footage on a Parcel includes Special Use Square Footage, add an additional $112.31 for Fiscal Year 2005-06, which amount shall increase on July 1, 2006 and each July 1 thereafter, by the lesser of (i) the increase, if any, in the Consumer Price Index of the San Francisco-Oakland-San Jose area for all urban consumers, and (ii) 5%.
Special Tax is not a Personal Obligation
Although the Special Tax constitutes a lien on Taxable Property, it does not constitute a personal indebtedness of the property owners of such property. There is no assurance that the property owners will be financially able to pay the Special Tax or that they will pay such tax even if financially able to do so.
The risk of the property owners not paying the Special Tax is more fully described in “CERTAIN RISKS TO BONDOWNERS AND INVESTMENT CONSIDERATIONS–Payment of the Special Tax is Not a Personal Obligation of the Property Owner.”
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ATTACHMENT B 319
27 Principal Taxpayers
The following table summarizes the top 10 taxpayers in the Parking CFD based on the Fiscal Year 2019-20 Special Tax levy calculated pursuant to the Special Tax Formula.
Table 5
Community Facilities District No. 2001-1
(Downtown Parking)
Top 10 Taxpayers for Fiscal Year 2019-20
Property Owner
No. of
Parcels
Parcel
Category
Deficiency
Charge
Proximity
Charge
Square
Footage
Charge
Acreage
Charge
Special Tax
Levy
County of San Joaquin 5 Public $181,569.08 $315.73 $904.22 $904.22 $225,741.04City of Stockton 1 Public 19,915.45 817.62 6,737.19 6,737.19 202,900.76 Gatehouse Media 4 Other 27,018.30 2,207.58 15,580.57 15,580.57 108,695.94 Stockton Arena Hotel & Conference Center LLC 1 Other 12,086.62 817.62 13,507.08 13,507.08 96,033.16Open Window Project LLC 13 Other 15,009.19 5,641.64 8,620.99 8,620.99 32,807.90San Joaquin Real Estate Co. Inc. 2 Other 15,088.65 1,635.24 3,375.14 3,375.14 25,276.50Cort Tower LLC 1 Other 14,599.60 408.82 879.76 879.76 22,388.38El Dorado Street Partners et. al. 1 Other 16,530.81 817.62 2,344.93 2,344.93 21,673.86San Joan Regional Transit District 8 Other 5,444.87 6,540.96 5,615.41 5,615.41 20,047.36 Taymax National LLC 1 Other 11,949.27 408.82 1,710.46 1,710.46 19,388.78 SUBTOTAL – TOP TEN TAXPAYERS 37 $319,211.83 $19,611.65 $59,275.76 $59,275.76 $774,953.68 All Others 116 Various 206,566.41 73,586.06 107,997.83 75,260.62 462,425.90 TOTAL 153 $525,778.24 $93,197.70 $167,273.59 $134,536.38 $1,237,379.58 ______________
Sources: Willdan Financial Services.
ATTACHMENT B
320
28 The following table summarizes the top 10 taxpayers in the Parking CFD by total Special Tax levy calculated pursuant to the Special Tax Formula for the past five Fiscal Years.
Table 6
Community Facilities District No. 2001-1
(Downtown Parking)
Historical Principal Taxpayers
Fiscal Year 2014-15 through Fiscal Year 2018-19
Fiscal Year
Property Owner
Parcel
Category 2014-15 2015-16 2016-17 2017-18 2018-19
SUBTOTAL – TOP TEN TAXPAYERSAll Others Various
TOTAL
______________
Sources: Willdan Financial Services and _________.
ATTACHMENT B
321
29 Secured Property Tax Levies, Collections and Delinquencies The following table summarizes of payment history for taxes levied in the Parking CFD on Taxable Property for the past seven Fiscal Years.
Table 7
Community Facilities District No. 2001-1
(Downtown Parking)
Historical Delinquency Information
Number of Parcels of
Taxable Property Amount
Fiscal Year Levied Delinquent Levied Delinquent
Percent
Delinquent
2012-13 154 0 $1,051,181.26 $0.00 0.00%
2013-14 154 0 1,038,037.88 0.00 0.00
2014-15 154 2 1,066,475.80 5,049.34 1.30
2015-16 154 4 1,092,497.84 7,238.87 2.60
2016-17 154 6 1,110,914.46 9,428.66 3.90
2017-18 154 10 1,153,661.60 15,577.00 6.49
2018-19 153 13 1,189,673.64 30,670.31 8.50
TOTAL 1,077 35 $7,702,442.48 $67,964.18 22.79%
______________
Sources: San Joaquin County and City of Stockton as compiled by Willdan Financial Services. Data is as of September 11, 2019 for Teetered Taxable Property and as of December 3, 2019 for hand billed Taxable Property. See “–Assignment and Pledge of CFD Revenues–Manner of Collection” for a description of Teetered and hand billed Taxable Property.
CERTAIN BONDOWNERS’ RISKS
This section provides a general overview of certain risk factors which should be considered, in addition to the other matters set forth in this Official Statement, in evaluating an investment in the 2020 Bonds. This section is not meant to be a comprehensive or definitive discussion of the risks associated with an investment in the 2020 Bonds, and the order in which this information is presented does not necessarily reflect the relative importance of various risks. Potential investors in the 2020 Bonds are advised to consider the following factors, among others, and to review this entire Official Statement to obtain information essential to the making of an informed investment decision. Any one or more of the risk factors discussed below, among others, could lead to a decrease in the market value and/or in the marketability of the 2020 Bonds or the ability of the City to make 2020 Installment Payments. There can be no assurance that other risk factors not discussed herein will not become material in the future.
General
The 2020 Installment Payments are payable solely from Net Parking Revenues. If for any of the reasons described below, or for any other reason, the City does not collect sufficient System Revenues to pay Operation and Maintenance Costs, the City will not be obligated to utilize any other of its funds, other than amounts available in the 2020 Reserve Account and certain other amounts on deposit in the funds and accounts established under the 2020 Indenture to pay debt service on the 2020 Bonds. See also “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS–2020 Reserve Account.” ATTACHMENT B 322
30 Rate Covenant is Not a Guarantee of Sufficient Net Parking Revenues The ability of the Authority to pay the 2020 Installment Payments depends on the ability of the Parking Authority to generate Net Parking Revenues in the levels required by the 2020 Installment Purchase Agreement to pay the principal of and interest on the 2020 Bonds. Although the Parking Authority has covenanted in the 2020 Installment Purchase Agreement to impose rates, fees and charges as more particularly described herein under “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS–Rate Covenant,” and expects that such rates, fees, and charges will generate Net Parking Revenues in the amounts required by the 2020 Installment Purchase Agreement, there is no assurance that sufficient Net Parking Revenues will result. The covenants of the Parking Authority does not constitute a guarantee that sufficient Net Parking Revenues will be available to pay the 2020 Installment Payments.
System Expenses
There can be no assurance that the projected Operation and Maintenance Costs will be consistent with the descriptions in this Official Statement. Increases in expenses including, but not limited to, labor costs, changes in technology, could require an increase in rates and charges in order to comply with the rate covenant. Increases in Operating and Maintenance Costs could reduce, without corresponding increases in rates and charges could reduce Net Parking Revenues available to make the 2020 Installment Payments.
Parking Demand
There can be no assurance that the demand for Parking will be consistent with the levels contemplated in this Official Statement. A reduction in the demand for parking in the downtown area of the City could require increases in rates or charges in order to comply with the rate covenant in the 2020 Installment Purchase Agreement.
Limited Recourse on Default
If the Parking Authority defaults on its obligation to pay the 2020 Installment Payments or other Parity Obligations, the Trustee has the right to accelerate the total unpaid principal amount of the 2020 Installment Payments outstanding and interest accrued thereon. In the event of a default there can be no assurance that the Parking Authority will have sufficient funds to pay the debt service from Net Parking Revenues. For so long as the 2020 Bonds are outstanding, Parity Obligations, including the 2020 Installment Payments, cannot be accelerated without the prior written consent of the insurer of the 2020 Bonds. The Authority and the Parking Authority may agree with other bond insurers or financial institutions that Parity Obligations cannot be accelerated without the consent of such insurer or financial institution.
Risk Factors Relating to the Parking Facilities
General Operating Risks. Future revenues and expenses relating to the Parking Facilities are generally subject to, among other things, the capabilities of management, demand for parking, [competition from other parking facility providers in the downtown area of the City,] rates, costs, governmental regulation, and other factors, including economic developments in City and changes in the general economy which could adversely affect the revenues of the Parking Authority and, consequently, the availability of Net Parking Revenues available to pay the principal of and interest on the 2020 Bonds.
The future financial condition of the Parking Authority could also be adversely affected by, among other things, legislation, zoning changes, regulatory actions, reduced demand for parking facilities arising from ATTACHMENT B 323
31 demographic changes, and a number of other conditions which are unpredictable, including the risk factors set forth herein.
General Real Estate Risks. There are many risks involved in the operation of the Parking Facilities which may substantially affect the generation of Net Parking Revenues. Such risks include possible adverse use of adjoining land, fires or other casualty, condemnation, changes in the demand for such facilities, competing development outside of the downtown area of the City, and general economic conditions.
Risks of Damage and Destruction. If a Parking Facility is damaged or destroyed by earthquake, fire or other events, and such damage or destruction substantially interferes with the operation of such parking garage, the Gross Revenues could be adversely affected. The terms of the 2020 Installment Sale Agreement require the Parking Authority to procure and maintain fire and extended coverage, earthquake insurance (if the City in its discretion determines that earthquake insurance is available on the open market from reputable insurance companies at reasonable cost), business interruption insurance and public liability insurance at certain stated minimum coverage levels on the Parking Facilities while any of the 2020 Bonds are Outstanding. The proceeds of such insurance and the proceeds of any condemnation awards with respect to a parking garage will be deposited into the Insurance and Condemnation Proceeds Fund under the Indenture and used to either repair or replace the damaged, destroyed or taken property, or if the City elects not to repair or replace damaged, destroyed or taken property, to redeem the 2020 Bonds.
Local Economy and Tourism. The transient use of the Parking Facilities is and will be directly related to the level of business, leisure, and shopping activity in the downtown area of the City. The level of business and shopping activity could be adversely affected by a downturn in the general economic condition within the region or the City. To the extent that the regional economy suffers a long-term or severe recession, business, leisure, and shopping activity in the downtown area of the City could decrease significantly, thereby reducing the transient use of the Parking Facilities and the Net Parking Revenues. [Competing Facilities.] [Description, if any - To Come] Constitutional and Statutory Restrictions on Fees and Charges The City is subject to State and federal laws that restrict its operations. Such laws may be amended at any time. Several constitutional and statutory limitations on taxes, revenues and expenditures exist under State law that could limit the ability of the City to impose and rates and charges for its Parking Facilities. A summary of the currently effective limitations is set forth below.
General. On November 5, 1996, California voters approved Proposition 218, known as the “Right to Vote on Taxes Act.” Proposition 218 added Articles XIII C and XIII D to the State Constitution, which affect the ability of local governments, including charter cities such as the City, to levy and collect both existing and future taxes, assessments, and property-related fees and charges.
Proposition 218, which generally became effective on November 6, 1996, changed, among other things, the procedure for the imposition of any new or increased property-related “fee” or “charge,” which is defined as “any levy other than an ad valorem tax, a special tax or an assessment, imposed by a local government upon a parcel or upon a person as an incident of property ownership, including user fees or charges for a property related service” (and referred to in this section as a “property-related fee or charge”).
On November 2, 2010, California voters approved Proposition 26, known as the “Supermajority Vote to Pass New Taxes and Fees Act.” Section 1 of Proposition 26 declares that Proposition 26 is ATTACHMENT B 324
32 intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.” Proposition 26 amended Articles XIII A and XIII C of the State Constitution. The amendments to Article XIII A limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two-thirds vote of the Legislature. Proposition 26’s amendments to Article XIII C broadly define “tax,” but specifically exclude, among other things:
(i) A charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege. (ii) A charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product.
(iii) A charge imposed as a condition of property development. (iv) Assessments and property-related fees imposed in accordance with the provisions of Article XIII D.
Property-Related Fees and Charges. Under Article XIII D, before a municipality may impose or increase any property-related fee or charge, the entity must give written notice to the record owner of each parcel of land affected by that fee or charge. The municipality must then hold a hearing upon the proposed imposition or increase at least 45 days after the written notice is mailed, and, if a majority of the property owners of the identified parcels present written protests against the proposal, the municipality may not impose or increase the property-related fee or charge.
Further, under Article XIII D, revenues derived from a property-related fee or charge may not exceed the funds required to provide the “property-related service” and the entity may not use such fee or charge for any purpose other than that for which it imposed the fee or charge. The amount of a propertyrelated fee or charge may not exceed the proportional cost of the service attributable to the parcel, and no property-related fee or charge may be imposed for a service unless that service is actually used by, or is immediately available to, the owner of the property in question.
Initiative Power. In addition, Article XIII C states that “the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge. The power of initiative to affect local taxes, assessments, fees and charges shall be applicable to all local governments and neither the Legislature nor any local government charter shall impose a signature requirement higher than that applicable to statewide statutory initiatives.” Parking Facility Rates and Charges. The Parking Authority believes the rates and charges for the Parking Facilities do not constitute “taxes” under Article XIII C as revised by Proposition 26 because, as described in subsection 1(e)(7) of Article XIII C, they are “property-related fees imposed in accordance with the provisions of Article XIII D” (and are also charges for a “property-related service” as defined in subsection 2(g) of Article XIII D) and because, as described in subsection 1(e)(2) of Article XIII C, they are charged for parking, “a specific government service or product provided directly to the payor that is not provided to those not charged.”
The Parking Authority and the City cannot predict the future impact of Proposition 218 on the finances of the Parking Authority, and no assurance can be given that, due to subsequent interpretations of Proposition 218 by the courts, Proposition 218 will not have a material adverse impact on the Net Parking ATTACHMENT B 325
33 Revenues of the Parking Authority. The Parking Authority and the City believe that they have complied with the required procedures in connection with establishing and imposing parking rates and charges.
Climate Change
The adoption by the State of the California Global Warming Solutions Act of 2006 (AB 32) and subsequent companion bills demonstrate the commitment by the State to take action and reduce greenhouse gases (“GHG”) to 1990 levels by 2020 and 80% below 1990 levels by 2050. The State Attorney General’s Office, in accordance with SB 375, now requires that local governments examine local policies and large-scale planning efforts to determine how to reduce greenhouse gas emissions.
Additionally, in 2006, the State adopted Senate Bill No. 32, which established a revised Statewide GHG emission reduction target of 40% below 1990 levels by 2030.
Following the adoption of its 2035 General Plan, which outlined development goals and stipulations for the reduction of City-wide GHG emissions, the City was sued by the Sierra Club alleging that the City had violated CEQA in approving the 2035 General Plan. In order to avoid further litigation, in October 2008, the City entered into a settlement agreement with the Sierra Club and the Attorney General, who also raised concerns about the adequacy of the EIR under CEQA, including but not limited to the failure of the EIR to incorporate enforceable measures to mitigate GHG emission impacts that would result for the adoption of the 2035 General Plan. The settlement agreement required the City to address GHG reductions in a variety of ways, including through the preparation of a Climate Action Plan (discussed below) and programs to support the development of 18,400 new housing units within the City as it existed in 2008 with at least 4,400 of those units located within the greater downtown area. As a result, the City enacted the Envision Stockton 2040 General Plan (the “2040 General Plan”) on December 4, 2018. The 2040 General Plan represents substantial changes in policy framework for future development in the City compared to the 2035 General Plan, with a fundamental shift from emphasizing growth in “outfill” areas on the periphery of the City to focusing new construction and redevelopment in existing “infill” neighborhoods. A copy of the 2040 General Plan is available on the City’s website.
During the development of its Climate Action Plan (a “CAP”), the City evaluated the effect of the State’s reduction measures and evaluated a wide range of potential local GHG reduction measures to examine the feasibility, cost, and benefits of potentially meeting the interim reduction target. Although technically feasible to meet the interim reduction target, it was City’s judgment that meeting the target would require some measures or actions that were infeasible under then-current economic conditions in the City, would result in short- and near-term financial impacts that could affect economic recovery in the City, and would affect the ability of the City to invest in energy efficiency and other GHG reduction strategies in the long run.
The City designed the CAP to rely, for the most part, on voluntary, incentive-based measures for existing development, flexible performance-based measures for new development, and only uses mandatory measures for new development where required by prior State or local mandates (such as for water conservation) or where advantageous to the City. By providing flexibility, the intent is that the City government, residences, and businesses would employ the most cost-effective methods to reduce GHG emissions.
The City approved a CAP on December 2, 2014 that includes an interim GHG emissions reduction goal for the purposes of initial CAP development of 15% below 2005 levels by 2020, and the City certified the Final EIR for the 2040 General Plan on December 4, 2018.
Climate change concerns are leading to new laws and regulations at the federal, State and local levels. Research suggests that the State will experience hotter and drier conditions, reductions in winter ATTACHMENT B 326
34 snow and increases in winter rains, sea level rise, significant changes to the water cycle, increased occurrences of extreme and unpredictable weather events, and increased catastrophic wildfires and severity of flood events. See also “–Risk of Earthquake and Other Natural Disasters–Flooding.” The compound impacts of which will affect economic systems throughout the State, including within the City.
The City is unable to predict the impact that such laws and regulations, if adopted, and the effects of climate change will have on the Net Parking Revenues, however, the effects could be material.
Risk of Earthquake and Other Natural Disasters
Earthquake. There are several active geological faults in the State that have potential to cause serious earthquakes that could result in damage within the City to the Parking Facilities, buildings, roads, bridges, and other property. The City is located in a zone 3 seismic area. Seismic zones aid in identifying and characterizing certain geological conditions and the risk of seismic damage at a particular location, and are used in establishing building codes to minimize seismic damage. The five seismic zones are:
zone 0 (no measurable damage), zone 1 (minor damage), zone 2 (moderate damage), zone 3 (major damage) and zone 4 (major damage and greater proximity than zone 3 to certain major fault systems).
While the City is not located in any existing special study zone delineated by the State Division of Mines and Geology as an area of known active faults, it is possible that new geological faults could be discovered in the area and that an earthquake occurring on such faults could result in damage of varying degrees of seriousness to property and infrastructure in the City, including the Parking Facilities.
In the event of a severe seismic event in or around the City, there could be substantial damage to the Parking Facilities resulting in a reduction of Net Parking Revenues. Such reduction of Net Parking Revenues could have a material adverse effect on the City’s ability to make timely payments of 2020 Installment Payments with respect to the 2020 Bonds.
Flooding
General. The City is located within the San Joaquin Valley, and as a result, is subject to flooding.
Levees protect much of the City from potential flooding threats. The design and scope of these levees are subject to review by the Federal Emergency Management Agency (“FEMA”), which periodically issues Flood Insurance Rate Maps (“FIRMs”), and the State which has imposed additional flood risk considerations through the State of California Central Valley Flood Protection Act of 2008. See “–Senate Bill 5.”
Past flooding disasters, such as Hurricane Katrina and Superstorm Sandy, resulted in FEMA reevaluating local flood risk and protection requirements, and in 2009, FEMA completed a comprehensive update of the FIRMs for San Joaquin County, including all the incorporated cities in the County, under the Map Modernization Program. The final FIRM placed approximately 5,000 parcels in the County within a 100-year floodplain and decertified the Smith Canal, a man-made backwater slough of the San Joaquin River adjacent to the Sacramento-San Joaquin Delta located in the central part of the City. The downtown area of the City that is protected by levees providing 100-year flood protection.
Senate Bill 5. The State of California Central Valley Flood Protection Act of 2008, commonly referred to as SB 5, adds additional flood risk considerations for land use planning and sets a higher, 200- year level of flood protection for the Sacramento-San Joaquin Valley. A 200-year flood event statistically occurs on average once every 200 years or has a 0.5% chance of occurring in any given year.
A 200-year floodplain map has been developed for the Stockton area showing anticipated depth of flooding throughout the Stockton metropolitan area. This map includes a significant portion of the ATTACHMENT B 327
35 western side of the City near Interstate 5 and some areas in the central and eastern side of the City that would experience flooding during a 200-year flood event.
Pursuant to SB 5, cities and counties within the Central Valley, including the City, were required to amend their General Plans by July 2, 2015 and amend their zoning ordinances by July 2, 2016 to provide for this “urban level of flood protection.”
In June 2015, the City Council adopted amendments to the General Plan to comply with SB 5.
The amendments included, among other things, increased building setbacks for flood fighting along levees, requirements to elevate buildings above the floodplain or use flood-resistant building materials for development in areas identified as flood hazard zones on federal flood maps, and streamlining the process of making specific findings for development of residential and commercial land uses.
The City is participating in a joint exercise of powers authority with other communities to finance and construct the improvements necessary to satisfy the 200-year floodplain requirement. These levee improvements are being undertaken by the United States Army Corp of engineers under Congressional authorization and are being funded from a combination of federal grants, bonds secured by assessments levied within various flood control districts, and impact fees and other financial requirements imposed on developers in certain areas.
The City does not believe that the costs of maintaining 100-year floodplain status and achieving compliance with the 200-year floodplain requirement of SB 5 will materially impact the ability or willingness of customers to patronize the Parking Facilities. There can be no assurance that FEMA will not revise its maps in a manner that jeopardizes the City’s existing 100-year floodplain status.
Risk Management and Insurance
The Deputy Director of Human Resources of the City serves as the City’s Risk Manager, who oversees City personnel that handle claims and loss control activities, for the prevention and mitigation of property, liability, and employee claims for injury or damage. The City has maintained a program of selfinsurance for many years. The City participates in two public entity insurance risk pools: the California Joint Powers Risk Management Authority (“CJPRMA”) and the California State Association of CountiesExcess Insurance Authority (CSAC-EIA) for various risk pooling and financing. For Fiscal Year 2019-20, excess pooled coverage for the self-insured general liability program is provided through the CJPRMA with an excess policy limit of $40,000,000 subject to a self-insured retention (SIR) of $1,000,000; auto damage coverage is provided through Alliant Insurance Company and has a policy deductible of $25,000 per claim; and property coverage is provided through an insured program with CJPRMA with a deductible of $250,000 per occurrence (excluding earthquake damage to any of its facilities). The Parking Facilities are covered by the CJPRMA and CSAC-EIA Insurance Programs.
Limitations on Remedies
The ability of the Parking Authority to comply with its covenants under the 2020 Installment Purchase Agreement and to generate Net Parking Revenues sufficient to pay principal of and interest on the 2020 Bonds may be adversely affected by actions and events outside of the control of the City and may be adversely affected by actions taken (or not taken) by voters, property owners, taxpayers or persons obligated to pay assessments, fees and charges. See “–Constitutional and Statutory Restrictions on Fees and Charges; Change in Law.” Furthermore, the remedies available to the owners of the 2020 Bonds upon the occurrence of an event of default under the 2020 Installment Purchase Agreement are in many respects dependent upon judicial actions which are often subject to discretion and delay and could prove both expensive and time consuming to obtain.
ATTACHMENT B 328
36 In addition, enforcement of remedies may be limited by equity principles; the exercise by the United States of America of the powers delegated to it by the Federal constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose.
Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the 2020 Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitations, or modification of their rights.
In addition to the limitations on remedies contained in the 2020 Installment Purchase Agreement, the rights and obligations under the 2020 Installment Purchase Agreement may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against cities in the State. The opinion delivered by Bond Counsel, in connection with the issuance of the 2020 Bonds, is subject to such limitations. See APPENDIX G–“PROPOSED FORM OF OPINION OF BOND COUNSEL.” In the event the City fails to comply with its covenants under the 2020 Installment Purchase Agreement or the Authority fails to pay principal of and interest on the 2020 Bonds, there can be no assurance of the availability of remedies adequate to protect the interest of the holders of the 2020 Bonds.
Cybersecurity
The City and the Parking Facilities, like many other public and private entities, rely on computer and other digital technology and systems to conduct its operations. The City and its departments, including the Parking Authority, are potentially subject to multiple cyber threats including, but not limited to, hacking, viruses, malware, ransomware, and other attacks on computers and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to City systems for the purposes of misappropriating assets or information or causing operational disruption or damage. The City has adopted security awareness training, incident response reporting protocols, and security policies, which are reviewed annually, to identify potential vulnerabilities and proactively mitigate them. The City maintains insurance coverage for cyber threat losses if a successful breach occurs, however, the City makes no representation that such insurance would be sufficient to cover all losses in the event of a material and sustained cyber breach. There have been, however, only limited cyber-attacks on the computer systems of the City and the Parking Authority. [Confirm] No assurances can be given that the security and operational control measures of the City and the Parking Authority will be successful in guarding against any and each cyber threat and attack. The results of any attack on the computer and information technology systems of the City could have a material adverse impact on the operations and finances of the City and the Parking Authority and damage the digital networks and systems. The resulting impacts on the operations of the City and of the Parking Authority and the costs of remedying any such damage could be material and result in a delay of payments of the 2020 Installment Payments or the ability of the City to comply with its reporting obligations under the Continuing Disclosure Certificate.
Bankruptcy
The Parking Authority, being an enterprise department of the City, likely cannot itself file for bankruptcy. While an involuntary bankruptcy petition cannot be filed against the City, the City is authorized to file for bankruptcy under certain circumstances. Should the City file for bankruptcy, there could be adverse effects on the holders of the 2020 Bonds.
ATTACHMENT B 329
37 To the extent that Net Parking Revenues are “special revenues” under the United States Bankruptcy Code (the “Bankruptcy Code”), then Net Parking Revenues collected after the date of the bankruptcy filing should be subject to the lien of the 2020 Installment Purchase Agreement. If any or all of the Net Parking Revenues are determined not to be “special revenues,” then any such amounts collected after the commencement of the bankruptcy case will likely not be subject to the lien of the 2020 Installment Purchase Agreement. The holders of the 2020 Bonds may not be able to assert a claim against any property of the City other than the Net Parking Revenues, and if any or all of the Net Parking Revenues are no longer subject to the lien of the 2020 Installment Purchase Agreement, then there may be limited, if any, funds from which the holders of the 2020 Bonds are entitled to be paid.
The Bankruptcy Code provides that “special revenues” can be applied to necessary operating expenses of the project or system, before they are applied to other obligations. This rule applies regardless of the provisions of the transaction documents. It is not clear precisely which expenses would constitute necessary operating expenses, and any definition in the transaction documents may not be applicable.
If the City is in bankruptcy, the parties (including the Trustee and the holders of the 2020 Bonds) may be prohibited from taking any action to collect any amount from the City or to enforce any obligation of the City, unless the permission of the bankruptcy court is obtained. These restrictions may also prevent the Trustee from making payments to the holders of the 2020 Bonds from funds in the Trustee’s possession. The rate covenants (see “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS–Rate Covenant”) may not be enforceable in bankruptcy by the Trustee or the holders of the 2020 Bonds.
Net Parking Revenues are deposited with and in the City Treasury and may be commingled with other City funds. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.” If the City goes into bankruptcy, the City may not be required to turn over to the Trustee any Net Parking Revenues that are in its possession at the time of the bankruptcy filing. In addition, if the City has possession of Net Parking Revenues (whether collected before or after commencement of the bankruptcy) and if the City does not voluntarily turn over such Net Parking Revenues to the Trustee, it is not clear what procedures the Trustee and the holders of the 2020 Bonds would have to follow to attempt to obtain possession of such Net Parking Revenues, how much time it would take for such procedures to be completed, or whether such procedures would ultimately be successful.
The City may be able to borrow additional money that is secured by a lien on any of its property (including the Net Parking Revenues), which lien could have priority over the lien of the 2020 Installment Purchase Agreement, or to cause some of the Net Parking Revenues to be released to it, free and clear of lien of the 2020 Installment Purchase Agreement, in each case as long as the bankruptcy court determines that the rights of the Trustee and the holders of the 2020 Bonds will be adequately protected.
If the City is in bankruptcy it may be able, without the consent and over the objection of the Trustee and the holders of the 2020 Bonds, to alter the priority, interest rate, principal amount, payment terms, collateral, maturity dates, payment sources, covenants, and other terms or provisions of the Indenture, 2020 Installment Purchase Agreement, and the 2020 Bonds, or the 2020 Installment Payments, as long as the bankruptcy court determines that the alterations are fair and equitable.
There may be delays in payments on the 2020 Bonds while the court considers any of these issues. There may be other possible effects of a bankruptcy of the City that could result in delays or reductions in payments on the 2020 Bonds, or result in losses to the holders of the 2020 Bonds.
Regardless of any specific adverse determinations in a City bankruptcy proceeding, the fact of a City bankruptcy proceeding could have an adverse effect on the liquidity and value of the 2020 Bonds.
ATTACHMENT B 330
38 The City invests Net Parking Revenues in the City Pool. Should those investments suffer losses, Net Parking Revenues may be lower than expected, and there may be delays or reductions in payments on the 2020 Bonds.
Secondary Market
There can be no guarantee that there will be a secondary market for the 2020 Bonds or, if a secondary market exists, that the 2020 Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. [Risks Associated with Bond Insurance]
[In the event of default of the payment of principal or interest with respect to the 2020 Bonds when all or some becomes due, any owner of the 2020 Bonds shall have a claim under the Policy for such payments. See “BOND INSURANCE” and APPENDIX H–“SPECIMEN MUNICIPAL BOND INSURANCE POLICY.” However, in the event of any acceleration of the due date of such principal by reason of optional redemption or acceleration resulting from default or otherwise, the payments are to be made in such amounts and at such times as such payments would have been due had there not been any such acceleration. The Policy does not insure against redemption premium, if any. The payment of principal and interest in connection with optional prepayment of the 2020 Bonds by the Authority which is recovered by the Authority from the bond owner as a voidable preference under applicable bankruptcy law is covered by the insurance policy, however, such payments will be made by the Bond Insurer at such time and in such amounts as would have been due absence such prepayment by the Authority unless the Bond Insurer chooses to pay such amounts at an earlier date.
Under most circumstances, default of payment of principal and interest does not obligate acceleration of the obligations of the Bond Insurer without appropriate consent. The Bond Insurer may direct and must consent to any remedies and the consent of the Bond Insurer may be required in connection with amendments to any applicable bond documents.
In the event the Bond Insurer is unable to make payment of principal and interest as such payments become due under the Policy, the 2020 Bonds are payable solely from the moneys received pursuant to the applicable bond documents. In the event the Bond Insurer becomes obligated to make payments with respect to the 2020 Bonds, no assurance is given that such event will not adversely affect the market price of the 2020 Bonds or the marketability (liquidity) for the 2020 Bonds.
The long-term insured rating on the 2020 Bonds is dependent in part on the financial strength of the Bond Insurer and its claim paying ability. The financial strength and claims paying ability of the Bond Insurer are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Bond Insurer and of the ratings on the 2020 Bonds insured by the Bond Insurer will not be subject to downgrade and such event could adversely affect the market price of the 2020 Bonds or the marketability (liquidity) for the 2020 Bonds. See “RATINGS.” The obligations of the Bond Insurer are contractual obligations and in an event of default by the Bond Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies.
ATTACHMENT B 331
39 None of the Authority or the Underwriter have made independent investigation into the claims paying ability of the Bond Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Bond Insurer is given. Thus, when making an investment decision, potential investors should carefully consider the ability of the Authority to pay principal and interest on the 2020 Bonds and the claims paying ability of the Bond Insurer, particularly over the life of the investment. See “BOND INSURANCE” for further information provided by the Bond Insurer and APPENDIX H–“SPECIMEN MUNICIPAL BOND INSURANCE POLICY” for the Policy, which includes further instructions for obtaining current financial information concerning the Bond Insurer.] Initiatives; Changes in Law
In recent years several initiative measures have been proposed or adopted which affect the ability of local governments to increase taxes and rates. Proposition 2018 which added Article XIII C and Article XIII D to the State Constitution was adopted as a measure that qualified for the ballot through California’s initiative process. From time to time, other initiative measures could be adopted, which may place further limitations on the ability of the State, the City, or local districts to increase revenues or to increase appropriations which may affect the City’s revenues or its ability to expend its revenues. There is no assurance that the electorate or the State Legislature will not at some future time approve additional limitations which could affect the ability of the Parking Authority to implement rate increases which could reduce Net Parking Revenues and adversely affect the security for the 2020 Bonds.
CITY
City is a municipal corporation and charter city incorporated in 1850. The City is the county seat of San Joaquin County and is located in California San Joaquin Valley, 78 miles east of the San Francisco Bay Area, 345 miles north of Los Angeles and 45 miles south of Sacramento. San Joaquin County is bounded by Sacramento County on the north, Stanislaus County on the south, Contra Costa County and Alameda County on the west and Amador County, Calaveras County and Stanislaus County on the east.
Certain economic and demographic information with respect to the City is contained in APPENDIX A–“GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION CONCERNING THE CITY OF STOCKTON.” This information concerning the City is presented as general background information only. The 2020 Bonds are secured solely by the 2020 Installment Payments and funds and accounts established under the 2020 Indenture, and not by the general fund of the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.”
THE AUTHORITY
The Authority was created by a Joint Exercise of Powers Agreement, dated June 18, 1990 (the “JPA Agreement”), between the City and the former Redevelopment Agency of the City of Stockton.
The JPA Agreement was entered into pursuant to the Joint Exercise of Powers Act, Chapter 5 of Division 7 of Title 1 of the Government Code of the State. The Authority was created for the purpose of facilitating the financing or refinancing public improvement facilities within the City.
Pursuant to the terms and conditions of an Associate membership Agreement, dated as of _______ 1, 2020 (the “Associate Membership Agreement”), by and between the Authority and the Parking Authority, the Parking Authority is an Associate member of the Authority. The purpose of the Associate Membership Agreement is to facilitate financing of the acquisition by the Parking Authority of ATTACHMENT B 332
40 Public Improvements (as defined in the JPA Agreement}necessary for the governmental operation of the Parking Authority.
THE PARKING AUTHORITY
The Parking Authority is a public body established by the City Council by the Parking Authority Resolution No. 2013-12-17-1209 adopted by the City Council of the City on December 17, 2013 pursuant to the State Streets and Highways Code to operate, maintain and construct the parking facilities in the downtown area of the City. The Parking Authority was established by the City in 2013 as part of the City’s Settlement of its obligations with respect to the 2004 Parking Bonds. “See “PLAN OF FINANCE – Background.”
The Mayor and the City Council of the City serve as the Chair and Members of the Parking Authority. All revenues derived from the operation of the Parking Facilities are collected by the City on behalf of the Parking Authority and are deposited into the [Parking Enterprise Fund], which is operated as an enterprise fund of the City within the Economic Development Department.
For Fiscal Year 2019-20, the Parking Authority has five budgeted full-time equivalent employees.
The Parking Authority also receives services from other departments within the City, including engineering, administration, construction, development and environmental control.
PARKING FACILITIES
Description
The City long operated parking facilities in the downtown area including open parking lots, parking garages and on-street parking facilities. The Parking Authority also operates parking meters in the downtown and nearby areas. The City’s downtown features a movie theatre, as well as other visitor attractions such as a minor league ballpark, arena, and marina which offer a variety of activities, requiring a comprehensive and customer focused approach to parking.
Parking Facilities consist of [103] on-street pay-by-plate machines that accept coins and credit cards, five parking garages, 11 surface parking lots and five leased parking lots.
A total of 6,295 parking spaces consisting metered parking (1,200 spaces ), Parking Authority owned garages and lots (4,232 spaces), and City leased lots (863 spaces) cover an approximately 10 square block area of the downtown area of the City. For the location of the garages and lots, see the map on page __.
ATTACHMENT B 333
41 Parking Garages and Lots. The majority of the parking spaces are owned by the Parking Authority. A summary description of each parking facility and the location is summarized below:
Table 8
City of Stockton Parking Authority
Parking Facilities
Facility Name Location
Total
Spaces Use
Hourly
Rate
Monthly
Rate
Event
Rate
Parking Meters Various Downtown Area Locations 1,200 $1Parking Authority Owned Garages Arena Garage 310 W Fremont Street 591 Event Garage 2 $35 Channel Garage 350 East Channel Street 331 Pay Garage Monthly only 2 75 Coy Garage 103 North Hunter Street 569 Public Monthly & Hourly 2 75Market Garage 430 East Market Street 782 Public Monthly & Hourly 2 75SEB Garage 15 North El Dorado Street 721 Public Monthly & Hourly 2 75 Subtotal Garages 2,994
Parking Authority Owned Lots
Civic Lot 601 & 603 North Center Street 102 Free Lot, Pay per Event 2 __ Edison Lot 425 North Edison Street 160 Pay per Event 2 10 Fremont East Lot 205-345 West Fremont Street 133 Pay per Event 2 15Fremont West Lot 401-447 West Fremont Street 50 Pay per Event 2 15Lot F 359 East Market Street 78 Pay Public Lot 2 55 Lot J 29 North California Street 41 Pay Public Lot 2 55Lot/Garage K 31 North American Street 37 Pay Public Lot 2 75Lot L 24 North American Street 90 Pay Public Lot 2 47Lot Z 345 North Hunter Street 40 City Staff Only 2 Free North Lot 404 West Fremont Street 182 Pay per Event, Ports & Heat use during games 2 15 West Lot 300 West Harrison Street 325 Port’s Primary users, Pay per Event 2 15 Subtotal Lots 1,238
SUBTOTAL PARKING AUTHORITY OWNED PARKING 5,432
Leased Parking
Lot N S side of Washington between Hunter & San Joaquin 124 Permit Lot 2 56 Lot O S side of Washington between San Joaquin & Sutter 226 Pay Public Lot 2 44 Lot R S side of Washington between California & American 287 Permit Lot 2 44 Lot S S side of Washington between Sutter and California 90 Reserved Lot 2 44 EDD Lot W side of Commerce between Oak & Fremont 136 Reserved Lot, Pay per Event 2 15 SUBTOTAL LEASED PARKING 863TOTAL SPACES AND METERS 6,295 _______________ Source: Parking Authority.
ATTACHMENT B
334
42 The following is a location map of the Downtown Parking garages and lots operated by the Parking Authority. [Revised map in process]
ATTACHMENT B
335
43 Parking Meters
Parking at meters is enforced, Monday through Friday, from 9 a.m. to 6 p.m. Meters have limits ranging from 30 minutes to 10 hours, depending on the location; signs are posted to indicate limitation.
Effective September 1, 2015, use of PayPal and credit cards to purchase time on parking meters using a cell phone mobile app became available. Meters are marked with stickers displaying the website address to download the app toll-free number. [Currently, coins can also be used in meters.] [City to Confirm] During Fiscal Year 2016-17 through Fiscal Year 2017-18 more nearly 1,600 coin-only parking meters in the downtown area were stolen or vandalized. The theft of the meters resulted in a loss of approximately $700,000 in revenues to the Parking Authority. In [Month] 2019, the City completed the replacement of the coin-only meters with the 105 pay-by-plate parking machines, so called “smart meters.” These smart meter pay stations are [solar powered]. [Describe acquisition costs] Management of the Parking Facilities
The Parking Facilities are managed by SP Plus Corporation (the “Parking Operator”) pursuant to the terms and conditions of a _________, dated ______ (the “Parking Agreement”) by and between the Parking Operator and the Parking Authority. The Parking Operator is responsible for and manages all parking (garages, lots, and meters) in the Downtown area of the City and is responsible [for managing, operating, and administering the Parking Facilities; collecting revenue; maintaining the Pay-by-plate parking systems; administering the monthly and residential parking permits; customer service, coordinating parking matters for juror parking, with local businesses, and for events; and providing advisory services to the Parking Authority, including recommendations on rates, service enhancements, and implementation of municipal parking “best practice.”] [Summary of current compensation agreement. – To Come] The term of the Parking agreement expires on _______, 2019. [City to Review and Update]
On October 24, 2019, the City issued a Request for Proposals to qualified parking management firms to manage, operate, and administer the Parking System for an initial term of five-years, with up to two, three-year extensions. Proposals are due no later than December 5, 2019 and the City expects to award the contact [to the lowest responsible bidder] in late January 2020, with a contract commencement date of April 1, 2020. The responsibilities of the new parking operator are expected to be substantially similar to those in the current Parking Agreement.
The Parking Authority receives administrative and overhead support services from the [Economic Development Department] of the City and the City and is charged for these services through an interdepartmental cost allocation system.
Capital Improvement Program
The City maintains a five-year capital plan (the “CIP”) for the budgeting and planning of public projects throughout the City. The adoption of the Citywide CIP is governed by the City Charter. The CIP is updated annually by the City Council based upon available funding sources, anticipated capital needs and project priority.
The most recent CIP for 2019-2024 includes approximately $500,000 in Parking Facilities projects, excluding the 2020 Improvements [and projects for which funds have already been appropriated but have not been expended]. The Parking Authority expects to fund the Parking Facilities projects included in the CIP for 2019-2024 with Parking Revenues available after the payment of Operation and Maintenance Costs, and the 2020 Installment Payments. [Confirm] ATTACHMENT B 336
44 Employee Benefits
The City contributes to two pension plans on behalf of Parking Facilities employees: The Miscellaneous Plan of the City of Stockton (the “Miscellaneous Plan”), an agent multiple–employer defined benefit plan administered by the California Employees’ Retirement System (“CalPERS”) and the City of Stockton Retirement Enhancement Plan (the “REP”) administered by Public Agency Retirement Services (“PARS”), a multiple-employer agency trust that acts as a common investment and administrative agent for participating public entities in the State.
General. Substantially all full-time City employees, including the five employees of the Parking Authority, are eligible to participate in retirement benefit plans through a contract with the CalPERS.
CalPERS provides retirement, disability, and death benefits to plan members and beneficiaries. CalPERS benefits are payable monthly for life in an amount equal to a certain percent of the employees highest annual salary. Benefit provisions and all other requirements are established by contract with CalPERS, State statue, and City ordinance. CalPERS acts as a common investment and administrative agent for participating public entities within the State. CalPERS is a contributory plan deriving funds from employee contributions as well as from employer contributions and earnings from investments.
The REP is a closed retirement plan that provides retirement benefits for Stockton MUD employees for the period when they worked for OMI-Thames Water Stockton, Inc. to cover retirement benefits between 2003 and 2008. See “–PARS Retirement Enhancement Plan.” California Public Employees’ Retirement System. The following information concerning the California Public Employees’ Retirement System is excerpted from publicly available sources, which the City believes to be accurate. CalPERS is not obligated in any manner for payment of debt service on the 2020 Bonds and the assets of CalPERS are not available for such payment. CalPERS should be contacted directly at California Public Employees’ Retirement System, Lincoln Plaza Complex, 400 Q Street, Sacramento, California 95814, Telephone: 888-225 7377 for other information, including information relating to its financial position and investments.
Set forth below is information with respect to the Miscellaneous Plan for the entire City.
CalPERS does not prepare nor are separate reports available for the Parking Authority. The City can only allocate costs of the Miscellaneous Plan to the Parking Authority to the extent such costs are allocable to employees of the Parking Authority.
The Miscellaneous Plan is available to full-time employees not enrolled in the Safety Plan. Parttime employees must meet specific criteria for participation. Parking employees are eligible for service or normal retirement at age 55 or older with a minimum of five years CalPERS service. The contribution requirements of the plan members and the City are established by CalPERS and may be amended.
For Fiscal Year 2019-20, there are a total of 936 budgeted full-time equivalent City employees participating in the Miscellaneous Plan of which five (or approximately 0.53%) were employed by the Parking Authority.
ATTACHMENT B 337
45 Benefits Provided. CalPERS provides service retirement and disability benefits, the annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. The provisions and benefits for the Miscellaneous Plan in effect at June 30, 2016, are summarized as follows:
Miscellaneous Plan
Hire Date Prior to January 1, 2014 After January 1, 2014 Benefit Vesting Schedule 5 years service 5 years service Benefit Formula Tier I: 2% @ 55 years of age
Tier II: 2% @ 60 years of age
2% @ 62 years
Benefit Payments monthly for life monthly for life
Required Employee Contribution Rates 7.00% 6.25%
Required Employer Contribution Rates 23.859% 23.859%
____________
Source: Audited Financial Statments of the City of Stockton for the Year Ended June 30, 2019.
Employees Covered. At June 30, 2017 the following Miscellaneous Plan employees were covered under benefit terms:
Inactive employees or beneficiaries currently receiving benefits 1,413 Inactive employees entitled to but not yet receiving benefits 552 Active employees 970
TOTAL 2,935
Contributions. The City establishes rates based on an actuarially determined rate recommended by an independent actuary. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by the employee during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. For the year ended June 30, 2018, the total Miscellaneous Plan employer contribution rate was 25.084% of wages and for Fiscal Year 2018-19, the employer contribution rate is estimated to be 26.652% using a discount rate of 7.375%. See “–Discount Rate.”
Net Pension Liability. The City’s net pension liability was measured as of June 30, 2015, using an annual actuarial valuation as of June 30, 2014, rolled forward to June 30, 2015, using standard update procedures.
ATTACHMENT B 338
46 Actuarial Assumptions. The total pension liability on June 30, 2014, the actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement:
Miscellaneous Plan
Valuation Date 6/30/2015
Measurement Date 6/30/2016
Actuarial Cost Method Entry-Age Normal Cost Method
Actuarial Assumptions:
Discount Rate 7.65%
Inflation 2.75%
Payroll Growth 3.00%
Projected Salary Increase Varies(1)
Investment Rate of Return 7.50%(2)
Mortality see note(3)
_____________
(1) Depending on age, service and type of employment
(2) Net of pension plan investment expenses, including inflation (3) The mortality table used was developed based on CalPERS specific data. The table includes 20 years of mortality improvements using Society of Actuaries BB. For more details on this table, refer to the 2014 experience study report.
Source: Audited Financial Statments of the City of Stockton for the Year Ended June 30, 2018.
The actuarial assumptions used on June 30, 2014, valuation were based on the results of an actuarial experience study for the period from 1997 to 2011. The actuarial experience study can be obtained by contacting CalPERS.
Discount Rate. The discount rate used to measure the total pension liability was 7.65%. The projection of cash flows used to determine the discount rate assumed that employee contributions will be made at the current contribution rate and that the City contributions will be made at rates equal to the difference between actuarially determined contribution rates and the employee rate. Based on those assumptions, the pension plan’s fiduciary net position was projected to be available to make all projected future benefit payments of currently active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability.
The long-term expected rate of return on pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation.
ATTACHMENT B 339
47 The target allocation and best estimates of real arithmetic rates of return for each major asset class are summarized in the following table:
Miscellaneous Plan
Asset Class
New Strategic
Allocation
Real Return
Years
1-10(a)
Real Return
Years
11+(b)
Global Equity 51.9% 5.25% 5.75%
Global Fixed Income 20.3 0.99 2.43
Inflation Sensitive 6.0 0.45 3.36
Private Equity 9.0 6.83 6.95
Real Estate 10.8 4.50 5.13
Infrastructure and Forestland 0.5 4.50 5.09
Liquidity 1.5 (0.55) (1.05)
TOTAL 100.0%
____________
Source: Audited Financial Statments of the City of Stockton for the Year Ended June 30, 2018.
On December 21, 2016, the CalPERS Board of Adminisration lowered the discount rate from
7.50% to 7.00% using a three year phase-in beginning with the June 30, 2016 actuarial valuations. The discount rate will be 7.25% for the 2017 valuation and 7.00% for the 2018 valuation.
Changes in the Net Pension Liability. As of June 30, 2016, after employer contributions of $13,879,482, employee contributions of $3,971,482, and investment income of $2,491,249, the Net Pension Liability for the Miscellaneous Plan increased to $162,194,089 from $133,763,663 as of June 30, 2015. Details in the changes in Net Pension Liability are presented in Note 11 of the City’s Fiscal Year 22017-28Comprehensive Annual Financial Report. See APPENDIX B–“AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON FOR THE YEAR ENDED JUNE 30, 2019.” Sensitivity of the Net Pension Liability to Changes in the Discount Rate. The following table presents the Net Pension Liability of the City for the Miscellaneous Plan, calculated using the discount rate of 7.65%, as well as what the Net Pension Liability of the City would be it were calculated using a discount rate that is one-percentage point lower (6.75%) or one-percentage point higher (8.75%) than the current rate.
Miscellaneous Plan
1% Decrease Current Discount 1% Increase
Rate = 6.65% Rate = 7.65% Rate = 8.65%
Net pension liability $247,563,708 $162,194,089 $91,400,450 ____________
Source: Audited Financial Statments of the City of Stockton for the Year Ended June 30, 2019.
Miscellaneous Plan Fiduciary Net Position. Detailed information about the fiduciary net position for the Miscellaneous Plan is available from CalPERS in the separately issued CalPERS financial report.
Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions.
Information on the deferred outflows of resources and deferred inflows of resources related to pensions for the Miscellaneous Plan is presented in Note 11 of the City’s Fiscal Year 2016-17 Comprehensive ATTACHMENT B 340
48 Annual Financial Report. See APPENDIX B–“AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON FOR THE YEAR ENDED JUNE 30, 2019.”
Health Insurance Premiums. The Parking Authority also provides health benefits to certain employees and their dependents for medical, dental and vision care. For Fiscal Years 2016-17, 2017-18, and 2018-19, the Parking Authority paid premiums in the amount of $_______, _______, and $_______, respectively for Parking Authority employees. For Fiscal Year 2019-20, the amount paid for premiums for Parking Authority employees is budgeted to be $614,796. Each employee and dependent is covered by a life insurance policy and the employee also is covered by a long-term disability policy.
Post Employment Health Care Benefits. The Parking Authority does not provide postemployment health care benefits to its retirees, and does not have any liability listed in its financials to account for such a benefit.
PARKING AUTHORITY FINANCES
Rate Setting, Fines, Enforcement, and Collection Procedures Rate Setting. The City Council establishes the maximum rates that can be charged by the Parking Authority. The Parking Authority has the discretion to fix, alter, change, amend or revise any rates, fees, and charges related to the Parking Facilities within the parameters established by the City Council. Annual rates are set as part of the City’s annual budget approval process. No other governmental authority, board, body or commission has jurisdiction over or is required to approve the parking rates established by the City Council. [Parking Authority to Review] [Additional Details – To Come]
Enforcement. All proceeds from enforcement of parking violations in the Parking Facilities are deposited in the Parking Authority fund. The City contracts with a third party vendor to process parking violations. Payment of citations can be made online through the third party processor or in person at City, or are collected by the Department of Motor Vehicles through fines added to annual vehicle registration or by the Franchise Tax Board through annual assessments [Explanation to come] Collections. All revenues generated by the Parking Facilities are collected by the Parking Operator and deposited daily in __________. Pursuant to the Parking Agreement, the Parking Operator is required to transfer all Parking Revenues, net of its [Administration Fee] no later than each ______ to the Parking Authority. See “–Management of the Parking Facilities.” For a description of the levy, collection, and enforcement of the CFD Revenues, see “THE PARKING CFD.” [Over the last several years] / [From Fiscal Year ____ to Fiscal Year ____], parking operations and revenues were challenged by maintenance and operations issues, staffing and enforcement challenges and revenue on-street, declines.
ATTACHMENT B 341
49 Revenues by Parking Facility A summary of Parking Revenues by Facility for Fiscal Years 2014-15 through 2018-19 and budgeted for Fiscal Year 2019-20 is set forth below . For a location map of each Parking Facility see the map on page __.
Table 9
City of Stockton Parking Authority
Revenues by Parking Facility
Name Facility 2014-15 2015-16 2016-17 2017-18 2018-19
Budget
2019-20
Parking Authority Owned ParkingParking Meters(1) $460,734 $548,849 $362,143 $55,618 $149,787 $500,000 Arena Garage 315,585 316,368 328,522 274,504 354,657 335,000 Channel Garage 241,038 337,718 294,333 262,718 274,423 319,700 Coy Garage 880,794 926,772 885,107 872,073 885,747 897,979 Market Garage 402,558 677,455 670,559 591,917 593,587 663,804 Stewart-Eberhardt Building (SEB) Garage 377,814 604,510 620,693 622,994 568,386 630,303 SUBTOTAL GARAGES 2,217,789 2,862,823 2,799,214 2,624,206 2,676,800 2,846,786 Civic Lot 12,105 12,537 9,455 5,795 9,030 10,700
Edison Lot(2) – – – – – 6,000
Fremont East Lot 33,870 69,006 76,790 73,714 83,560 88,120 Fremont West Lot 21,870 16,027 18,209 11,410 12,067 14,400 Lot F 99,369 138,504 147,022 113,518 97,487 100,227Lot J 39,696 55,664 58,180 56,212 59,067 55,175 Lot K(3) – – – – 2,753 12,300
Lot L 50,178 79,701 74,305 30,745 21,001 24,000Lot Z(4) – 390 – – – – North Lot 9,660 14,469 21,269 14,425 13,521 16,000
West Lot(5) – – – – 690 700
SUBTOTAL LOTS 266,748 386,298 405,230 305,819 299,176 327,622SUBTOTAL PARKING AUTHORITY OWNED PARKING 2,945,271 3,797,970 3,566,587 2,985,643 3,125,763 3,674,408 Leased Parking
Lot N(6) – – 226,970 172,411 198,985 177,450
Lot O 88,461 128,855 147,202 135,776 108,418 153,196Lot R 102,975 150,826 134,643 116,461 99,017 138,500Lot S 26,862 35,977 43,122 43,456 41,385 39,800EDD Lot 35,802 59,272 66,780 56,860 58,961 59,800 SUBTOTAL LEASED PARKING 254,100 374,930 618,717 524,964 506,766 568,746 TOTAL $3,199,371 $4,172,900 $4,185,304 $3,510,607 $3,632,529 $4,243,154 _____________ (1) Over the course of two years nearly 1,600 coin-only parking meters were stolen or vandalized resulting in a significant reduction in revenues. See “–Parking Meters.” (2) Used primarily for overflow parking from events. (3) Lot K was unavailable for several years due to construction of an adjacent property. (4) Used primarily for overflow parking from events used primarily by City employees during the week and occasional use for private events on weekends. (5) Parking at the West Lot is subject to contractual use by the Ports Baseball organization during baseball season plus 50 events annually thereafter. (6) Lot N [Explanation for lack of revenues in Fiscal Year 2014-15 and 2015-16 – To Come]Source: Parking Authority.
ATTACHMENT B
342
50 Historical Operating Results
The historical connection fee revenues received by the City are set forth in the table below.
Table 10
City of Stockton Parking Authority
Statement of Net Position
(Fiscal Year Ended June 30)
($ in thousands)
2014-15 2015-16 2016-17 2017-18 2018-19
Current Assets:
Cash and investments $1,063,011 $2,758,927 $3,164,860 $3,262,807 Receivables, net:
Interest – 5,795 9,555 13,453
Account and other receivables 368,427 423,098 500,220 519,836 Prepaids 22,654 – – 22
TOTAL CURRENT ASSETS 1,454,092 3,187,820 3,674,635 3,796,118 Noncurrent assets:
Restricted assets:
Cash and investments with fiscal agents 184,552 2 334 13,383 Capital assets, net:
Nondepreciable 5,291,660 5,291,660 3,945,273 3,890,273
Depreciable, net 23,555,052 22,841,848 22,128,644 21,415,439 TOTAL NONCURRENT ASSETS 29,031,264 28,133,510 26,074,251 25,319,095 TOTAL ASSETS 30,485,356 31,321,330 29,748,886 29,115,213 Current Liabilities:
Accounts payable 184,574 221,989 23,064 20,209
Accrued payroll 17,503 22,860 23,754 18,088
Due to other governments – – 16,809 14,203
Deposits and other liabilities 132,601 62,752 63,264 62,752 Accrued interest 436,708 434,840 423,881 430,820
Compensated absences – current – 11,198 12,204 11,678
Other long-term debt – current 107,878 113,534 119,487 301,540 TOTAL CURRENT LIABILITIES 887,306 867,173 691,463 859,290 Noncurrent Liabilities:
Compensated absences – long-term – 6,258 2,198 2,303
Bonds payable 25,203,470 25,089,936 24,970,449 24,668,909 TOTAL NONCURRENT LIABILITIES 25,203,470 25,096,194 24,972,647 24,671,212 TOTAL LIABILITIES 26,090,776 25,963,367 25,664,110 25,530,502 Net Position:
Net investment in capital assets 3,535,364 2,930,040 984,315 335,263 Restricted in capital projects – 2 334 –
Restricted for debt service 184,552 – – 13,383
Unrestricted 674,664 2,427,921 3,100,127 3,236,065
TOTAL NET POSITION $4,394,580 $5,357,963 $4,084,776 $3,584,711 ____________
Source: City of Stockton Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2019.
ATTACHMENT B 343
51 Table 11
City of Stockton Parking Authority
Statement of Revenues, Expenses and Changes in Net Position (Fiscal Year Ended June 30)
($ in thousands)
2014-15 2015-16 2016-17 2017-18 2018-19
Operating Revenues:
Charges for Services $3,941,402 $4,931,998 $5,116,446 $4,433,929 Miscellaneous 228,324 39,202 24,460 13,224
TOTAL OPERATING REVENUES 4,169,726 4,971,200 5,140,906 4,447,153 Operating Expenses:
Operation and maintenance 2,936,797 3,290,096 3,626,626 3,300,149 General and administrative 28,912 73,722 – –
Depreciation and amortization 1,206,323 713,204 713,204 713,204 TOTAL OPERATING EXPENSES 4,172,032 4,077,022 4,339,830 4,013,353 OPERATING INCOME (LOSS) (2,306) 894,178 801,076 433,800 Non-Operating Revenues (Expenses):
Taxes 973,634 1,238,709 1,292,249 1,270,684
Investment income:
Interest income 26,213 43,814 1,082 –
Gain (loss) from disposal of capital assets (3,300,151) – (1,156,388) 19,525 Interest expense and fiscal charges (854,178) (1,306,859) (1,301,112) (1,296,602) TOTAL NON-OPERATING REVENUES (EXPENSES) (3,154,482) (24,336) (1,164,169) (6,393)
INCOME (LOSS) BEFORE CAPITAL
CONTRIBUTIONS, TRANSFERS AND SPECIAL ITEMS
(3,156,788) 869,842 (363,093) 427,407
Transfers in 813,115 1,000,000 –
Transfers out (909,166) (906,459) (910,094) (927,472)
Total contributions, transfers and special items (96,051) 963,383 (1,273,187) (927,472) Extraordinary Items:
Gain on bankruptcy settlements 7,764,379 – – –
CHANGES IN NET POSITION 4,511,540 – – (500,065)
Net Position:
Beginning of year, as previously reported (116,960) 4,394,580 5,357,963 4,084,776 End of year $4,394,580 $5,357,963 $4,084,776 $3,584,711 ATTACHMENT B 344
52 2014-15 2015-16 2016-17 2017-18 2018-19
Cash Flows from Operating Activities:
Receipts from customers and users $3,889,359 $4,916,529 $5,063,784 $4,414,313 Payments to suppliers (1,515,622) (2,894,856) (3,808,230) (3,312,231) Payments to employees (892,474) (463,971) (2,160) –
Miscellaneous receipts – – – 13,224
Net cash provided by (used in) operating
activities
1,481,263 1,557,702 1,253,394 1,115,306
Cash flows from Noncapital Financing Activities:
Transfers in 813,115 1,000,000 – –
Transfers out (909,166) (906,459) (910,094) (927,472)
Due to other funds (197,327) – – –
Advances received from other funds (1,533,572) – – –
Proceeds from taxes 973,634 1,238,709 1,292,249 1,270,684 Net cash provided by noncapital financing
activities
(853,316) 1,332,250 382,155 343,212
Cash Flows from Capital and Related Financing
Activities:
Proceeds from bond insurance 1,486,585 – – –
Proceeds from sale of capital assets – – 998,158 74,526 Purchases of capital assets (94,464) – (808,159) –
Principal paid on debt (1,885,014) (107,878) (113,534) (119,487) Interest paid on debt (942,975) (1,308,727) (1,303,071) (1,298,663) Net cash provided by (used for) capital and
related financing activities
(1,439,868) (1,416,605) (1,226,606) (1,343,624)
Cash Flows from Investing Activities:
Investment earnings 26,215 38,019 (2,678) (3,898)
Net cash provided by (used in) investing activities 26,215 38,019 (2,678) (3,898) Net Increase (Decrease) in Cash and Cash
Equivalents
(785,706) 1,511,366 406,265 110,996
Cash and Cash Equivalents:
Beginning of year 2,033,269 1,247,563 2,758,929 3,165,194 End of year $1,247,563 $1,758,929 $3,165,194 $3,276,190 ____________
Source: City of Stockton Comprehensive Annual Financial Report for the Fiscal Years Ended June 30, 2015 through June 30, 2019.
ATTACHMENT B 345
53 Historical Debt Service Coverage
The following table sets forth audited historical revenues, expenses and debt service coverage for Fiscal Years 2014-15 through 2018-19.
Table 12
City of Stockton Parking Authority
Historical Revenues, Expenses and Debt Service Coverage (Fiscal Years Ended June 30)
Actual Actual Actual Actual Unaudited
Revenue 2014-15 2015-16 2016-17 2017-18 2018-19
Monthly Parking $1,975,679 $2,286,897 $2,326,504 $2,115,878 $2,109,087 General Parking 1,005,844 984,024 925,238 820,470 842,977 Metered parking 646,332 562,113 364,501 52,342 148,423
Enforcement Revenue – 569,490 793,787 763,890 791,690
Special Events 360,923 513,056 564,413 474,245 569,603
Interest Earnings 25,781 9,828 25,610 30,752 53,708
Miscellaneous Revenue 180,948 55,620 166,462 220,328 130,161 TOTAL REVENUE $4,195,507 $4,981,028 $5,166,516 $4,477,905 $4,645,648
Operating Expenditures
Operating Expenditures (2) 2,965,709 3,363,818 3,626,626 3,300,149 3,294,560 Less: CFD Revenues (Offset to Operating
Expenditures) (973,634) (1,238,709) (1,292,249) (1,270,684) (1,341,407) NET OPERATING EXPENDITURES $1,992,075 $2,125,109 $2,334,377 $2,029,465 $1,953,153
Net System Revenue $2,203,433 $2,855,919 $2,832,138 $2,448,440 $2,692,495 Debt Service
2015 Settlement Agreement 1,195,740 1,306,859 1,303,070 1,295,057 1,590,148 2020 Bonds – – – – –
TOTAL DEBT SERVICE $1,195,740 $1,306,859 $1,303,070 $1,295,057 $1,590,148
Debt Service Coverage (4) 3.51 3.81 3.96 3.46 2.92
Debt Service Coverage (5)
Debt Service Coverage (6)
Available Net System Revenue
(Capital and Other) $1,007,693 $1,549,060 $1,529,068 $1,153,383 $1,102,347 _______________
(1) Excludes Unrealized Gains from GASB31 Fair Market Value Adjustment and Accrued Interest Earning and Not Received as of June 30.
(2) Excludes Depreciation, Capital Expenditures, Debt Service and GASB68 Non-Cash Pension Adjustment. (3) Compiled from Parking Operator Reports and Adjusted to Comprehensive Annual Financial Report. (4) Debt Service Coverage Calculated Using Pledge of Gross Revenues Per 2015 Settlement Agreement. (5) Debt Service Coverage Calculated Using Pledge of Net System Revenue for 2020 Bonds. (6) Debt Service Coverage Calculated Excluding CFD Revenues.
Sources: City of Stockton for revenues and expenses based upon the audited financial statements, and Del Rio Advisors, LLC, for debt service coverage information.
The audited financial statements for the Parking Facilities for the Fiscal Year Ended June 30, 2019 are attached as APPENDIX B–“AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON FOR THE YEAR ENDED JUNE 30, 2019.”
ATTACHMENT B 346
54 Projected Debt Service Coverage
Revenues, expenses and debt service coverage for Fiscal Years 2019-20 (budgeted) through 2023-24 (projected) are set forth in the following table based on certain assumptions as described in the footnotes. The following table assumes no optional redemption of the 2020 Bonds. The following projections are based on the current circumstances of the Parking Authority and currently available information and are believed to be reasonable. The projections may be affected by various factors and there can be no assurance that they will be achieved and any variation from projected operating results may be material.
Table 13
City of Stockton Parking Authority
Projected Pro Forma and Debt Service Coverage Calculation ($ in thousands)
Projected Projected Projected Projected Projected
Revenue 2019-20 2020-21 2021-22 2022-23 2023-24
Monthly Parking $2,278,974 $2,506,974 $2,557,114 $2,633,827 $2,686,504 General Parking 806,127 822,250 846,918 872,325 907,218 Metered parking 480,000 400,000 500,000 600,000 700,000 Enforcement Revenue 802,321 816,116 897,728 1,032,387 1,135,626 Special Events 545,120 572,376 600,995 619,025 637,595
Interest Earnings 54,782 55,878 56,995 58,135 59,298
Miscellaneous Revenue 141,219 51,601 52,442 52,814 48,206 TOTAL REVENUE $5,108,544 $5,225,195 $5,512,192 $5,868,513 $6,174,447
Operating Expenditures
Operating Expenditures (2) 3,811,039 3,765,623 4,087,387 4,329,236 4,543,557 Less: CFD Revenues (Offset to
Operating Expenditures) (1,229,478) (1,254,068) (1,279,149) (1,304,732) (1,330,827) NET OPERATING EXPENDITURES $2,581,561 $2,511,556 $2,808,238 $3,024,504 $3,212,730
Net System Revenue
Debt Service
2015 Settlement Agreement 1,596,659 – – – –
2020 Bonds – 1,294,471 1,518,250 1,626,000 1,802,750
TOTAL DEBT SERVICE $1,596,659 $1,294,471 $1,518,250 $1,626,000 $1,802,750
Debt Service Coverage (4) 3.20
Debt Service Coverage (5) 2.10 1.78 1.75 1.64
Debt Service Coverage (6) 1.13 0.94 0.95 0.90
Available Net System Revenue
(Capital and Other) $930,323 $1,419,169 $1,185,704 $1,218,009 $1,158,967 ________________ (1) Excludes Unrealized Gains from GASB31 Fair Market Value Adjustment and Accrued Interest Earning and Not Received as of June 30.
(2) Excludes Depreciation, Capital Expenditures, Debt Service and GASB68 Non-Cash Pension Adjustment. (3) Compiled from Parking Operator Reports and Adjusted to Comprehensive Annual Financial Report. (4) Debt Service Coverage Calculated Using Pledge of Gross Revenues Per 2015 Settlement Agreement. (5) Debt Service Coverage Calculated Using Pledge of Net System Revenue for 2020 Bonds. (6) Debt Service Coverage Calculated Excluding CFD Revenues.
Sources: City of Stockton for revenues and expenses and Del Rio Advisors, LLC, for debt service coverage information.
ATTACHMENT B 347
55 TAX MATTERS
[To Come From Bond Counsel]
LEGAL MATTERS
The validity of the 2020 Bonds and certain other legal matters are subject to the approving opinion of Norton Rose Fulbright US LLP, Bond Counsel to the Authority. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX G to this Official Statement. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement.
Certain legal matters will be passed upon for the Authority and the City by the City Attorney and by Schiff Hardin LLP, San Francisco, California, Disclosure Counsel, and for the Underwriter by Jones Hall, A Professional Corporation, San Francisco, California, Underwriter’s Counsel. Payment of the fees of Bond Counsel, Disclosure Counsel and Underwriter’s Counsel are contingent upon the issuance and delivery of the 2020 Bonds.
LITIGATION
At the time of delivery of the 2020 Bonds, the City Attorney as counsel to the Authority and the Parking Authority will deliver opinions to the initial underwriters of the 2020 Bonds that there is no action, suit, litigation, inquiry or investigation before or by any court, governmental agency, public board or body served, or to the best knowledge of the Authority or the Parking Authority threatened, against the Authority or the Parking Authority in any material respect affecting the existence of the Authority or the Parking Authority or the titles of their officers to their respective offices or seeking to prohibit, restrain or enjoin the sale or delivery of the 2020 Bonds, the execution and delivery of the 2020 Indenture, the 2020 Installment Purchase Agreement or the payment of 2020 Installment Payments or challenging, directly or indirectly, the proceedings of the Authority and the Parking Authority with respect to the 2020 Bonds.
The Authority
No litigation is pending with service of process having been accomplished or, to the knowledge of the Authority, threatened, concerning the validity of 2020 Indenture or 2020 Installment Purchase Agreement.
The Parking Authority
General. There is no litigation pending with service of process having been accomplished or, to the knowledge of the Parking Authority, threatened, questioning the existence of the Parking Authority, or the title of the offices of the Parking Authority to their respective offices. Except as otherwise disclosed in this Official Statement, there is no litigation pending or, to the knowledge of the Parking Authority, threatened, questioning or affecting in any material respect the financial condition of the Parking System or the validity of the 2020 Bonds, the 2020 Installment Purchase Agreement, or the 2020 Indenture.
Various legal actions are pending against the Parking Authority. The aggregate amount of the uninsured liability of the Parking Authority that may result from legal claims currently pending or threatened will not, in the opinion of the Parking Authority, materially affect Net Parking Revenues or ATTACHMENT B 348
56 impair the ability of the Parking Authority to make the 2020 Installment Payments that secure payment of the principal of and interest on the 2020 Bonds.
CONTINUING DISCLOSURE
The Authority has determined that no financial or operating data concerning the Authority is material to an evaluation of the offering of the 2020 Bonds or to any decision to purchase, hold or sell the 2020 Bonds and the Authority will not provide any such information. The Parking Authority, will covenant for the benefit of owners of the 2020 Bonds to provide certain financial information and operating data relating to the Parking Authority (the “Annual Report”) by not later than the March 31 following the end of the City’s fiscal year, commencing March 31, 2020, with the report for the fiscal year ended June 30, 2019, and to provide notices of the occurrence of certain listed events (“Specified Events”). These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5), as amended (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events is set forth in APPENDIX E.
The City and related governmental entities – specifically those entities, like the Parking Authority, for whom City staff is responsible for undertaking compliance with continuing disclosure undertakings – have previously entered into numerous disclosure undertakings under the Rule in connection with the issuance of long-term obligations. The City hired Digital Assurance Certification (“DAC”) to do a detailed review of all of the City’s postings on EMMA for the preceding five years. That audit was completed on or about June 30, 2018.
In the preceding five years, the City failed to timely comply in certain respects with its previous undertakings with regard to the Rule to provide annual reports, adopted budgets, or notices of Specified Events, and in some instances information was not associated with the correct CUSIP number. In addition, on several occasions during the last five years the City failed to provide its audited or unaudited financial statements in the time required by its continuing disclosure undertakings, including the audited financial statements for Fiscal Year 2016-17. The City’s compliance with its previous undertakings for Fiscal Years 2011-12 and 2012-13 was complicated by the bankruptcy proceedings, and while the City filed with EMMA detailed information as and when available with respect to the bankruptcy, the completion of its audited financial statements demanded more time into past years than expected and agreed in its previous undertakings.
The City has an ongoing contract with Willdan Financial Services as Dissemination Agent. The City believes it has established procedures in policies adopted by the City Council to ensure that the City will make all required continuing disclosure filings on a timely basis in the future.
FINANCIAL STATEMENTS
The financial statements for the City for the Fiscal Year Ended June 30, 2019, included in Appendix B, have been audited by The Pun Group, LLP (the “Independent Auditor”), as stated in its report appearing in Appendix B and are included for background information only. The Independent Auditor has not undertaken to update its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement, and no opinion is expressed by the Independent Auditor with respect to any event subsequent to the date of its report. See APPENDIX B–“AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON FOR THE YEAR ENDED JUNE 30, 2019.”
ATTACHMENT B 349
57 The audited financial statements include information concerning the City’s General Fund and other funds. The 2020 Bonds are limited obligations of the Authority payable solely from installment payments to be made by the Parking Authority to the Authority, for which the City has pledged Net Parking Revenues derived from the operation of the Parking Facilities and are reflected under “Proprietary Fund Financial Statements” of the audited financial statements as a major enterprise fund of the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.” No other funds of the City other are available for payment of the 2020 Bonds.
The report of the Independent Auditor states that in the opinion of the Independent Auditor, the financial statements referred to therein present fairly, in all material respects, the financial position of the City, including the Parking Authority as of June 30, 2019, and the respective changes in financial position for the year then ended in conformity with generally accepted accounting principles in the United States of America.
RATINGS
S&P Global Services (“S&P”) has issued [insured ratings on the 2020 Bonds of “__,” assuming that the Policy is issued by the Bond Insurer. S&P has also issued underlying] ratings on the 2020 Bonds of “__”.
A rating reflects only the view of the agency giving such rating and is not a recommendation to buy, sell or hold the 2020 Bonds. An explanation of the significance of each rating may be obtained from the rating agencies at the following addresses: Standard & Poor’s Ratings Group, a Division of McGrawHill Companies, 55 Water Street, New York, New York 10041. There is no assurance that the ratings will be retained for any given period of time or that the same will not be revised downward or withdrawn entirely by either rating agency if, in its judgment, circumstances so warrant. The Authority and the City undertake no responsibility to oppose any such revision or withdrawal but the Authority and the City will comply with notification requirements. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the 2020 Bonds.
In providing a rating on the 2020 Bonds, certain rating agencies may have performed independent calculations of coverage ratios using their own internal formulas and methodology which may not reflect the provisions of the 2020 Indenture. The Authority and the City make no representation as to any such calculations, and such calculations should not be construed as a representation by the Authority or the City as to past or future compliance with any bond covenants, the availability of particular revenues for the payment of debt service on the 2020 Bonds or for any other purpose.
The City will covenant in the Continuing Disclosure Certificate to file on EMMA, notices of any ratings changes on the 2020 Bonds. See “CONTINUING DISCLOSURE” and APPENDIX E–“PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE.” Notwithstanding such covenants, information relating to ratings changes on the 2020 Bonds may be publicly available from the rating agencies prior to such information being provided to the City and prior to the date notice of such rating change is obligated to be filed on EMMA. Purchasers of the 2020 Bonds are directed to the rating agencies and their respective websites and official media outlets for the most current ratings changes with respect to the 2020 Bonds following the initial issuance of the 2020 Bonds.
ATTACHMENT B 350
58 UNDERWRITING
Stifel Nicolaus & Co., Inc. (the “Underwriter”) have agreed to purchase the 2020 Bonds at a purchase price equal to $_________ which represents the par amount of the 2020 Bonds, less an Underwriter’s discount in the amount of $_________. The bond purchase agreement relating to the 2020 Bonds provides that the Underwriter will purchase all of the 2020 Bonds if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in said bond purchase agreement, the approval of certain legal matters by counsel and certain other conditions.
The Underwriter and its affiliates are full-service financial institutions engaged in various activities that may include securities trading, commercial and investment banking, municipal advisory, brokerage and asset management. In the ordinary course of business, the Underwriter and its affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support or interest rate swaps). The Underwriter and its affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the Authority and the City.
The Underwriter and its affiliates may make a market in credit default swaps with respect to municipal securities in the future. The Underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the Authority and the City.
MUNICIPAL ADVISOR
The Authority has retained Del Rio Advisors, LLC of Modesto, California, as municipal advisor (the “Municipal Advisor”) in connection with the offering of the 2020 Bonds. All financial and other information presented in this Official Statement has been provided by the Authority and others from their records. Unless otherwise footnoted, the Municipal Advisor takes no responsibility for the accuracy or completeness of the data provided by the Authority or others and has not undertaken to make an independent verification or does not assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The Municipal Advisor has assisted the Authority with the structure, timing and terms for the sale of the 2020 Bonds. The Municipal Advisor provides municipal advisory services only and does not engage in the underwriting, marketing, or trading of municipal securities or other negotiable instruments. The fee of the Municipal Advisor is contingent upon the successful closing of the 2020 Bonds.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
Upon delivery of the 2020 Bonds, ___________, [City], [State] (the “Verification Agent”), will deliver a report stating that it has reviewed and confirmed the mathematical accuracy of certain computations relating to the adequacy of the funds and/or securities deposited in the Escrow Funds and the interest thereon, if any, to pay, when due, the principal of and interest on and redemption price of the Refunded Bonds on the specified respective payment and redemption dates thereof.
ATTACHMENT B 351
59 MISCELLANEOUS
This Official Statement is not to be construed as a contract or agreement between the Authority, the City and the Underwriter. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of the Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the City since the date hereof.
References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive and reference is made to such documents and reports for full and complete statements of the contents thereof. Copies of such documents and reports are available for inspection at the office of the Chief Financial Officer, City of Stockton, 425 North El Dorado Street, Stockton California 95202.
The execution and delivery of the Official Statement has been duly authorized by the Board of Directors of the Authority and by the Parking Authority.
STOCKTON PUBLIC FINANCING AUTHORITY
By:
Matt Paulin
Treasurer
PARKING AUTHORITY
By:
Matt Paulin
Chief Financial Officer
ATTACHMENT B 352
A-1
APPENDIX A
GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING
TO THE CITY OF STOCKTON
The following information concerning the City and surrounding areas is included only for the purpose of supplying general information regarding the community. The 2020 Bonds are not a debt of the City, the State or any of its political subdivisions and neither the City, the State, nor any of its political subdivisions is liable therefor. The 2020 Bonds are limited obligations of the Authority payable from 2020 Installment Payments made by the Parking Authority. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS.”
General
The City is a municipal corporation and charter city incorporated in 1850. The City is the county seat of the County and is located in California’s San Joaquin Valley, approximately 78 miles east of the San Francisco Bay Area, approximately 345 miles north of Los Angeles and approximately 45 miles south of Sacramento. The County covers approximately 1,400 square miles. The County is bounded by Sacramento County on the north, Stanislaus County on the south, Contra Costa County and Alameda County on the west and Amador County, Calaveras County and Stanislaus County on the east. The land area of the City is 61.7 square miles.
Governing Body
The City operates under a Council/Manager form of government, with a seven-member City Council (current members were elected by district voting) for staggered four-year terms. Under this form of government, policy making and legislative authority is entrusted to the City Council. The Mayor is elected by City-wide election, and the representatives of the City Council are elected from six districts for staggered four-year terms, with a two-term limit. Newly elected representatives are sworn in on the first Tuesday of January of each odd-numbered year.
The City Manager is responsible for carrying out policies and ordinances of the City Council for appointing heads of departments and overseeing the operation of the City. The City Manager, the City Attorney, the City Auditor and the City Clerk are appointed by the City Council.
The Mayor, current members of the City Council and key administrative personnel of the City are listed in Table A-1 and Table A-2, respectively.
TABLE A-1
CITY OF STOCKTON
Mayor and City Councilmembers
Name Office
Term Expiration
(December 31) Occupation
Michael D. Tubbs Mayor 2020 Educator
Daniel Wright Vice Mayor, District 2 2020 Retired – law enforcement Sol Jobrack Councilmember, District 1 2022 Commercial Appraiser Paul Canepa Councilmember, District 3 2022 Businessman
Susan Lenz Councilmember, District 4 2020 Business Owner Christina Fugazi Councilmember, District 5 2022 Educator Jesús J. Andrade Councilmember, District 6 2020 Businessman ATTACHMENT B 353
A-2
TABLE A-2
CITY OF STOCKTON
Key Administrative Personnel
Name Position
Laurie Montes Interim City Manager
John M. Luebberke City Attorney
Matt Paulin Chief Financial Officer
Kevin Beltz Program Manager II – Debt and Treasury
Moss Adams LLP City Auditor
Eliza R. Garza City Clerk
The City provides a full range of municipal services. As provided in the City Charter, these services include public safety (police, fire, paramedics, water rescue and building inspection), sanitation (solid waste disposal, wastewater and stormwater utilities), water utility, community development, library, parks and recreation and general administrative services.
Population
Population information is set forth in Table A-3.
TABLE A-3
CITY OF STOCKTON, COUNTY OF SAN JOAQUIN
AND STATE OF CALIFORNIA
Population
(As of January 1)
Year City of Stockton County of San Joaquin State of California 2015 306,602 724,859 38,952,462
2016 310,108 736,027 39,214,803
2017 312,289 747,579 39,504,609
2018 313,822 757,279 39,740,508
2019 316,410 770,385 39,927,215
_____________
Source: California State Department of Finance, E-4 Population Estimates for Cities, Counties, and the State—2011-2019 with 2010 Benchmark.
ATTACHMENT B 354
A-3
Labor Force and Employment
Table A-4 compares estimates of the labor force, civilian employment, and unemployment for City residents, County residents, State residents, and United States residents between 2014 and 2018. For [October] 2019 (the most recent month for which data is available for all areas), the preliminary estimated unemployment rate (not seasonally adjusted) for the City, the County, the State and the United States were __%, __%, __% and __%, respectively.
Table A-4
CITY OF STOCKTON, COUNTY OF SAN JOAQUIN
STATE OF CALIFORNIA AND UNITED STATES
Civilian Labor Force, Employment, and Unemployment
2014 through 2018†
(Not Seasonally Adjusted)
Year and Area Labor Force Employment Unemployment
Unemployment
Rate
2018†
City 131,300 122,200 9,000 6.9%
County 326,387 306,816 19,571 6.0
State 19,398,200 18,582,800 815,400 4.2
United States 162,075,000 155,761,000 6,314,000 3.9
2017
City 130,900 122,300 8,600 6.6
County 324,900 302,200 22,600 7.0
State 19,312,000 18,393,100 918,900 4.8
United States 160,320,000 15,337,000 6,982,000 4.4
2016
City 129,400 118,100 11,300 8.7
County 319,500 293,500 26,000 8.1
State 19,093,700 18,048,800 1,044,800 5.5
United States 159,187,000 151,436,000 148,976,000 4.9
2015
City 127,900 115,700 12,200 9.6
County 315,300 287,300 28,000 8.9
State 18,896,500 17,724,800 1,171,700 6.2
United States 157,130,000 148,834,000 8,296,000 5.3
2014
City 127,500 113,000 14,500 11.3
County 312,800 279,800 33,000 10.5
State 18,758,400 17,351,300 1,407,100 7.5
United States 155,922,000 146,305,000 9,617,000 6.2
_______________
† Preliminary.
Sources: California State Employment Development Department and U.S. Department of Labor, Bureau of Labor Statistics.
ATTACHMENT B 355
A-4
Employment and Industry
Approximately 3,000 acres in the City are zoned for light and heavy industry. Included in this acreage are 15 industrial parks with all on/site improvements. Six industrial parks are rail served.
The principal employers in the City, based upon the best available information, as of Fiscal Year 2017-18 are set forth in Table A-5.
Table A-5
CITY OF STOCKTON
Principal Employers
Fiscal Year 2017-18
(As of August 2018)
Company Product/Service Employees
Percent of
Total City
Employers
St. Joseph’s Medical Center Health Care 4,600 1.45%
Stockton Unified School District Public Education 3,54 1.22 City of Stockton City Government 1,933 0.61
Dameron Hospital Health Care 1,200 0.38
Kaiser Permanente Health Care 1,065 0.34
Amazon Warehouse 1,000 0.32
San Joaquin Delta College Education 967 0.31
University of the Public Education 900 0.28
Lincoln Unified School District Education 803 0.25
O’Reilly Auto Parts Automotive 600 0.19
TOTAL 5.35%
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Source: City of Stockton Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2018. (Remainder of this Page Intentionally Left Blank)
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The Industry Employment and Labor Force for the Stockton-Lodi Metropolitan Statistical Area (MSA) are set forth in Table A-6. The principal city within the Stockton-Lodi MSA is the City.
Table A-6
STOCKTON-LODI MSA
Industry Employment†
and Labor Force
By Annual Average
March 2017 Benchmark
2014 2015 2016 2017 2018
Total All Industries† 226,700 234,900 242,600 251,600 257,300 Total Farm 15,700 16,700 16,600 16,300 16,100
Total Non-Farm 211,000 218,200 226,000 235,200 241,300
Mining, Logging, and Construction 9,000 10,200 11,200 11,800 12,800 Manufacturing 18,600 18,700 18,900 19,400 19,700
Trade, Transportation and Utilities 55,000 57,700 61,600 65,400 67,600 Information 2,100 1,900 2,000 1,800 1,800
Financial Activities 7,500 7,400 7,500 7,800 8,100
Professional and Business Services 18,300 19,400 19,600 19,200 19,600 Education and Health Services 35,900 36,500 36,400 38,200 38,500 Leisure and Hospitality 19,100 19,700 20,500 21,500 22,000 Other Services 6,900 7,200 7,500 7,600 7,600
Government 38,600 39,600 40,800 42,400 43,500
Federal Government 3,100 3,000 3,000 3,100 3,100
State Government 5,800 6,200 6,400 6,600 6,700
Local Government 29,600 30,400 31,400 32,800 33,700
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† Industry employment is by place of work; excludes business owners, self-employed people, unpaid volunteers or family workers and private household workers.
Source: State of California Employment Development Department, Labor Market Information Division.
Personal Income
The United State Department of Commerce, Bureau of Economic Analysis (the “BEA”) produces economic accounts statistics that enable government and business decision-makers, researchers, and the public to follow and understand the performance of the national economy.
The BEA defines “personal income” as income received by persons from all sources, including income received from participation in production as well as from government and business transfer payments. Personal income represents the sum of compensation of employees (received), supplements to wages and salaries, proprietors’ income with inventory valuation adjustment (IVA) and capital consumption adjustment (CCAdj), rental income of persons with CCAdj, personal income receipts on assets, and personal current transfer receipts, less contributions for government social insurance. Per capita personal income is calculated as the personal income divided by the resident population based upon the Census Bureau’s annual midyear population estimates.
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Table A-7 summarizes the total personal income and per capita income for the Stockton-Lodi Metropolitan Statistical Area (an “MSA”), the State and the United States for the calendar years 2013 through 2017 (the most recent annual data available). The principal city within the Stockton MSA is the City.
Table A-7
STOCKTON-LODI MSA, STATE OF CALIFORNIA AND UNITED STATES Personal Income
Year and Area
Total
Personal Income
(millions of dollars)
Per Capita
Personal Income
(dollars)
2017†
Stockton MSA
State
United States
$31,920
2,364,129
16,820,250
$42,822
60,004
51,640
2016
Stockton MSA
State
United States
30,103
2,259,414
16,115,630
40,996
57,625
49,831
2015
Stockton MSA
State
United States
28,835
2,173,300
15,711,634
39,835
55,793
48,940
2014
Stockton MSA
State
United States
26,774
2,021,640
14,983,140
36,836
52,340
47,025
2013
Stockton MSA
State
United States
25,015
1,885,672
14,175,503
35,545
49,259
44,826
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† The most recent annual data available for Stockton MSA, State, and United States.
Source: U.S. Department of Commerce, Bureau of Economic Analysis. Per capita personal income was computed using Census Bureau midyear population estimates. Estimates reflect county population estimates available as of March 2018.
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Construction Activity
Building activity for the past five calendar years for which data is available in the City is shown in Table A-8.
Table A-8
CITY OF STOCKTON
Total Building Permit Valuations†
($ in thousands)
Permit Valuation 2014 2015 2016 2017 2018
New Single Family $19,135 $32,955 $58,735 $65,566 $104,468 New Multiple Family 1,011 29,605 14,797 13,037 0
Residential Alterations/Additions 13,577 12,860 75,506 62,938 61,592 TOTAL RESIDENTIAL 33,724 75,421 149,038 141,541 166,060 TOTAL NONRESIDENTIAL 87,732 78,556 122,975 255,824 200,503 TOTAL $121,456 $153,978 $270,013 $397,365 $366,563
Net Dwelling Units 2014 2015 2016 2017 2018
Single Family 75 123 215 238 324
Multiple Family 4 257 25 115 0
TOTAL 79 380 240 353 324
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† Certain columns may not total due to rounding.
Sources: Construction Industry Research Board: “Building Permit Summary” for years 2014 through 2018.
Transportation
The City is located on Interstate 5, the West Coast’s major route from Canada to Mexico. The City’s cross-town freeway connects Interstate 5 with State Route 99, the State’s other principal northsouth freeway, and State Route 99, California’s other principal north-south highway. The City also benefits from direct highway connections to the San Francisco Bay Area via Interstate 580, and to the Reno-Lake Tahoe area via Interstate 80. Thirty-five major transcontinental truck lines and nearly 200 contract carriers serve the City and provide overnight delivery to Los Angeles, San Francisco and Reno.
The City is also served by Greyhound and the San Joaquin Regional Transit District.
The City is served by the rail services of Santa Fe, Southern Pacific, and Union Pacific systems in addition to three short line railroads: Central California Traction Company, Tidewater Southern, and Stockton Terminal and Eastern Railroad. Passenger service is provided by Amtrak.
The Stockton Metropolitan Airport, located on 1,449 acres on the southern boundary of the City, is a general aviation facility offering both passenger and freight transport services. It has six air carrier gates adjoining a 44,355 square foot terminal building.
The Port of Stockton is the largest inland deep water port in the State. It is located on the Stockton deepwater ship channel and encompasses a 2,000 acre operating area. The Port has berthing space for 17 vessels, 1.1 million square feet of dockside transit sheds and shipside rail trackage, and
7.7 million square feet of warehousing, and is 75 nautical miles east of the Golden Gate Bridge.
Railroad service is provided to the City by Burlington Northern, Santa Fe and the Union Pacific railroads. Daily passenger service by Amtrak is available to San Francisco, Los Angeles and Sacramento.
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Education and Recreation
Education. Within the City, there are five post-secondary institutions: San Joaquin Delta Community College, California State University Stanislaus-Stockton (extension), University of the Pacific, Humphrey’s College and School of Law and National University (private).
The majority of students living within City limits attend schools operated by one of four unified school districts providing kindergarten through grade 12 education: the Stockton Unified School District, the Lodi Unified School District, the Lincoln Unified School District and the Manteca Unified School District.
The Escalon Unified School District, the Holt Union Elementary School District, the Linden Unified School District, the Tracy Unified School District and the County Office of Education also operate schools located within the City.
There are also more than 20 private schools located within the City offering elementary and secondary education.
There is also one central library, five branch libraries and two mobile library units holding more than one million books in the collection.
Recreation. The City is situated along the San Joaquin Delta waterway which connects to the San Francisco Bay and the Sacramento and San Joaquin Rivers and is also located in close proximity to Lake Tahoe and Yosemite National Park. There are approximately 619 acres of parkland located within the City.
The Stockton Children’s Museum is located in downtown Stockton and offers educational experiences based upon hands-on, play-based exhibits that enhance a child’s understanding of how the world works. The Museum features more than a dozen different child-sized environments that recreate the ambience of a small city where merchants, bankers and doctors might mingle among the grocery shoppers, fast food customers and canning crew.
The 5,000 seat Banner Island Ballpark is the home of the Stockton Ports single A minor league team for the Oakland Athletics features four luxury suites, lawn seating, a family recreation area and a barbeque area with umbrella seating behind the outfield.
The City Centre Cinema Complex in downtown Stockton offers a 16-screen movie theater, restaurants and retail shopping.
The 220,000 square foot, 10,000 seat Stockton Arena is home of the Stockton Thunder Minor League Hockey Team.
The 2,042-seat Bob Hope Theater is located in the historic former Fox Theater that was constructed in 1930. This performing arts center hosts national and local theatrical, musical, comedy and dance productions.
The Gary & Janice Podesto IMPACT Teen Center, located in downtown Stockton, features four bowling lanes, a half-court basketball area, stage, meeting rooms, game rooms, classrooms, a computer lab, snack bar, and a climbing wall.
The City also operates a Skate Park and Ice Arena and offers various other sports and recreational opportunities through the City Park and Recreation Department.
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APPENDIX B
AUDITED FINANCIAL STATEMENTS OF THE CITY OF STOCKTON
FOR THE YEAR ENDED JUNE 30, 2019
The audited financial statements include information concerning the City’s General Fund and other funds and are included for background information only.
The 2020 Bonds are limited obligations of the Authority payable solely from installment payments to be made by the Parking Authority to the Authority, for which the Parking Authority has pledged Net Parking Revenues derived from the operation of the Parking Facilities and are reflected under “Proprietary Fund Financial Statements” of the audited financial statements as a major enterprise fund of the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2020 BONDS” in the front of this Official Statement. No other funds of the City are available for payment of the 2020 Bonds.
The Independent Auditor has not undertaken to update its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement, and no opinion is expressed by the Independent Auditor with respect to any event subsequent to the date of its report.
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APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS ATTACHMENT B 362
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APPENDIX D
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
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APPENDIX E
PROPOSED FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Stockton Parking Authority (the “Parking Authority”) in connection with the issuance of $___,___,000 Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 (the “Bonds”).
The Bonds are being issued pursuant to an Indenture dated as of February 1, 2020 (the “Indenture”), by and between the Stockton Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Parking Authority covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Parking Authority for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the Parking Authority pursuant to, and as described in, Section 3 and Section 4 of this Disclosure Certificate. “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). “City” means the City of Stockton, a municipal corporation and charter city. “Disclosure Representative” means the Chief Financial Officer of the City or a designee, or such other officer or employee as the City shall designate in writing to the Dissemination Agent from time to time.
“Dissemination Agent” means initially Willdan Financial Services, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Parking Authority and which has filed with the Parking Authority written evidence of such designation. “EMMA” means the Electronic Municipal Marketplace Access site maintained by the MSRB, currently located at http://emma.msrb.org.
“Filing Date” means March 31 following the end of each Fiscal Year of the City (or the next succeeding business day if such day is not a business day), commencing with the filing for Fiscal Year 2019-20 due March 31, 2021.
“Financial Obligation” means a debt obligation; derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or a guarantee of a debt obligation or derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation. The term financial obligation excludes municipal securities for which a final offering memorandum has been provided to the MSRB consistent with the Rule.
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“Fiscal Year” means with respect to the City, the period beginning on July 1 of each year and ending on the next succeeding June 30, or any 12-month or 52-week period thereafter selected by the City with notice of such selection of change in fiscal year to be provided as set forth in Section 3(a). “Holders” means either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in its depository.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the Official Statement dated ________, 2020 relating to the Bonds. “Parking Authority” means the Parking Authority of the City of Stockton. “Parking CFD” means City of Stockton Community Facilities District No. 2001-1 (Downtown Parking).
“Participating Underwriter” means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Specified Event” means any of the events listed in Section 5(a) or Section 5(b) of this Disclosure Certificate and any other event legally required to be reported pursuant to the Rule.
SECTION 3. Provision of Annual Reports.
(a) The Parking Authority shall provide, or shall cause the Dissemination Agent to provide to the MSRB, not later than the Filing Date, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report shall be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Parking Authority may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the Fiscal Year of the City changes, it shall give notice of such change in the same manner as for a Specified Event under this Disclosure Certificate. The Parking Authority shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the Parking Authority hereunder. (b) Not later than 15 Business Days prior to the Filing Date, the Parking Authority shall provide the Annual Report to the Dissemination Agent (if other than the Parking Authority). The Parking Authority shall provide, or cause the preparer of the Annual Report to provide, a written certificate with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished to it hereunder. The Dissemination Agent may conclusively rely upon such certification and shall have no duty or obligation to review such Annual Report.
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(c) If the Parking Authority is unable to provide to the Annual Report to the MSRB by the date required in Section 3(a), the Parking Authority shall send a notice in a timely manner to the MSRB in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) Provided it has received the Annual Report from the Parking Authority pursuant to Section 3(a), file the Annual Report the MSRB by the Filing Date, and file any notice of a Specified Event, if requested by the Parking Authority, as soon as practicable following receipt from the Parking Authority of such notice; and
(ii) Provided it has received the Annual Report from the Parking Authority pursuant to Section 3(a), file a report with the Parking Authority certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.
SECTION 4. Content of Annual Reports. The Parking Authority’s Annual Report shall contain or incorporate by reference the following:
(a) The Statement of Net Assets, the Statement of Revenues, Expenditures and Changes in Fund Net Assets, and the Statement of Cash Flows for the Parking Authority for the prior Fiscal Year, prepared in accordance with generally-accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If such financial reports are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements relating to the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) To the extent not presented in the audited financial statements:
(i) A maturity schedule for the outstanding Bonds;
(ii) The balance in each of the following funds established pursuant to the Indenture as of the close of the prior Fiscal Year:
(A) total deposits in the 2020 Installment Payment Fund for the prior Fiscal Year (with a statement of debt service requirement discharged by the 2020 Installment Payment Fund in the prior Fiscal Year); (B) the 2020 Reserve Account (with a statement of the current 2020 Reserve Requirement and the name of the guaranteed investment contract provider, if any).
(iii) Debt service schedules for any Parity Debt.
(iv) Information for the prior Fiscal Year is substantially similar to that provided in the following tables of the Official Statement with respect to the Parking CFD:
(A) Table 5–Top 10 Taxpayers;
(B) Table 6–Historical Principal Taxpayers; and
(C) Table 7–Historical Delinquency Information.
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(v) Information for the prior Fiscal Year substantially similar to that provided in Table 9–“Revenues by Parking Authority” of the Official Statement; SECTION 5. Reporting of Specified Events.
(a) Pursuant to the provisions of this Section 5, the Parking Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2020 Bonds:
(i) Principal and interest payment delinquencies on the 2020 Bonds; (ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed (Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the 2020 Bonds, or other material events affecting the tax status of the 2020 Bonds; (vii) Modifications to rights of the 2020 Bond Holders, if material; (viii) Bond calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property, if any, securing repayment of the 2020 Bonds, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the Parking Authority or other obligated person;
(xiii) The consummation of a merger, consolidation, or acquisition involving the Parking Authority or an obligated person, or the sale of all or substantially all of the assets of the Parking Authority or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material;
(xv) Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and ATTACHMENT B 367
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(xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties.
(b) The Trustee shall, promptly upon obtaining actual knowledge at its principal corporate trust office as specified in Section 12 hereof of the occurrence of any of the Specified Events and notify the Parking Authority of such Specified Events; provided, that failure by the Trustee to so notify the Parking Authority shall not relieve the Parking Authority of its duty to report Specified Events as required in this Section 5. For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the corporate trust office of the Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Trust Agreement. (c) Wherever the Parking Authority obtains knowledge of the occurrence of Specified Event, the Parking Authority shall, or shall cause the Dissemination Agent (if not the Parking Authority) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Specified Event. (d) The Parking Authority acknowledges that the events described in subparagraphs (a)(ii), (a)(vii), (a)(x), (a)(xiii), (a)(xiv), (a)(xiv), and (a)(xv) of this Section 5 contain the qualifier “if material.” The Parking Authority shall cause a notice to be filed as set forth in this Section 5 with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the Parking Authority obtains knowledge of the occurrence of any of these Specified Events, the Parking Authority will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the Parking Authority will cause a notice to be filed as set forth in Section 5(c). (e) If in response to a request under Section 5(b), the Parking Authority determines that the Specified Event would not be material under applicable federal securities laws, the Parking Authority shall so notify the Trustee in writing and instruct the Dissemination Agent not to report the occurrence. (f) If the Dissemination Agent has been instructed by the Parking Authority to report the occurrence of a Specified Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Specified Events described in Section 5(a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Trust Agreement. (g) For purposes of this Disclosure Agreement, any event described in Section 5(a)(xii) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Parking Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Parking Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Parking Authority.
(h) The Dissemination Agent may conclusively rely on an opinion of counsel that the Parking Authority’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.
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SECTION 6. Identifying Information for Filings with EMMA. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.
SECTION 7. Termination of Reporting Obligation. The obligations of the Parking Authority under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Parking Authority shall give notice of such termination in the same manner as for a Specified Event under Section 5(c).
SECTION 8. Dissemination Agent. The Parking Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at any time upon delivery of written notice thereof to the Parking Authority at least 30 days prior to the effective date of such resignation. If at any time there is not any other designated Dissemination Agent, the Parking Authority shall be the Dissemination Agent. The Dissemination Agent, if other than the Parking Authority, shall not be responsible in any manner for the content of any notice or report prepared by the Parking Authority pursuant to this Disclosure Certificate.
The initial Dissemination Agent shall be Willdan Financial Services.
SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Parking Authority may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied with respect to such amendment or waiver:
(a) If the amendment or waiver relates to the provisions of Section 3(a), Section 4, or Section 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or a change in the nature, identity or status of an obligated person with respect to the Bonds or the type of business conducted by such person; (b) The undertaking in this Disclosure Certificate, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either: (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to such Indenture with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
(d) Any amendment that modifies or increases the duties or obligations of the Dissemination Agent shall be agreed to in writing by the Dissemination Agent. (e) In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Parking Authority shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Parking Authority. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Specified Event, and (ii) the Annual Report for the year in which the ATTACHMENT B 369
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change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. (f) Notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for the occurrence of a Specified Event under Section 5(c).
SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Parking Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Specified Event, in addition to that which is required by this Disclosure Certificate. If the Parking Authority chooses to include any information in any Annual Report or notice of occurrence of a Specified Event in addition to that which is specifically required by this Disclosure Certificate, the Parking Authority shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Specified Event.
SECTION 11. Default. This Disclosure Certificate shall be solely for the benefit of the holders and beneficial owners from time to time of the Bonds. In the event of a failure of the Parking Authority to comply with any provision of this Disclosure Certificate, the Trustee may (and, at the request of the Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds and upon receipt of indemnity satisfactory to the Trustee, shall), or any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by order of a court of competent jurisdiction in the County of San Joaquin, California, to cause the Parking Authority to comply with its obligations under this Disclosure Certificate, provided that any holder or beneficial owner seeking to require the Parking Authority to comply with this Disclosure Certificate shall first provide at least thirty (30) days prior written notice to the Parking Authority of the failure of the Parking Authority, giving reasonable detail of such failure.
Failure by the Parking Authority to comply with any provision of this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Parking Authority to comply with the terms of this Disclosure Certificate shall be an action to compel performance. No person or entity shall be entitled to recover monetary damages under this Disclosure Certificate.
SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Parking Authority agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the negligence or willful misconduct of the Dissemination Agent. The Dissemination Agent shall be paid compensation by the Parking Authority for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The obligations of the Parking Authority under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
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SECTION 13. Notices. Any notice or other communication to be given by the Parking Authority or the Dissemination Agent under this Disclosure Certificate may be given by delivering the same by first class mail, postage prepaid, messenger, or overnight delivery to the addresses set forth below (until another address is filed by the Parking Authority or the Dissemination Agent with the Trustee):
To the Parking Authority: City of Stockton Parking Authority c/o City of Stockton
425 North El Dorado Street
Stockton, California 95202
Attention: Chief Financial Officer
If to the Trustee: Wells Fargo Bank, N.A.
Corporate Trust Services
333 Market Street, 18th Floor
San Francisco, California 94105
If to the Dissemination Agent: Willdan Financial Services 27368 Via Industria, Suite 200
Temecula, California 92590
SECTION 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Parking Authority, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15 Record Keeping. The Parking Authority shall maintain records of Annual Reports and notices of Specified Events, including the content of such disclosure, the name of the entities with which such disclosure was filed and the date of filing of such disclosure.
SECTION 16. Governing Law. The laws of the State of California shall govern this Disclosure Certificate, the interpretation thereof and any right or liability arising hereunder. Any action or proceeding to enforce or interpret any provision of this Disclosure Certificate shall be brought, commenced or prosecuted in any courts of the State located in the County of San Joaquin, California.
ATTACHMENT B 371
E-9
SECTION 17. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Dated: February __, 2020
CITY OF STOCKTON PARKING
AUTHORITY
By:
Chief Financial Officer
The undersigned hereby agrees to act as
Dissemination Agent pursuant to the terms
and conditions of this Continuing Disclosure Certificate
WILLDAN FINANCIAL SERVICES
By:______________________________
Authorized Officer
ATTACHMENT B 372
E-10
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Stockton Public Financing Authority
Name of Bond Issue: Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 Date of Issuance: February __, 2020
NOTICE IS HEREBY GIVEN that the City of Stockton Parking Authority (the “Parking Authority”) has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate dated February __, 2020 executed by the Parking Authority. The Parking Authority anticipates that the Annual Report will be filed by ____________________.
Dated: _______________
CITY OF STOCKTON PARKING
AUTHORITY
By:
[Chief Financial Officer]
cc: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, California 92590
ATTACHMENT B 373
F-1
APPENDIX F
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, redemption premium, if any, and interest with respect to the Bonds to DTC, its Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, its Participants and the Beneficial Owners is based solely on the understanding of the Authority and the City of such procedures and record keeping from information provided by DTC. Accordingly, no representations can be made concerning these matters and neither DTC, its Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or its Participants, as the case may be. The Authority, the City, the Trustee, and the Underwriter understand that the current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and that the current “Procedures” of DTC to be followed in dealing with Participants are on file with DTC.
The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC.
DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC.
DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant ATTACHMENT B 374
F-2
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Indenture. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC, if less than all of the Bonds within a maturity are being redeemed. DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in each issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date.
The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Payments of principal of, premium, if any, and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority, the City, or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, the Authority, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest on the Bonds to Cede (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
ATTACHMENT B 375
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DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Authority, the City, or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.
The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered.
The foregoing information concerning DTC concerning and DTC’s book-entry system has been provided by DTC, and none of the Authority, the City, or the Trustee take any responsibility for the accuracy thereof.
NONE OF THE AUTHORITY, THE CITY, OR THE TRUSTEE WILL HAVE ANY
RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR
BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE
TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF BONDS FOR REDEMPTION.
In the event that the book-entry system is discontinued as described above, the requirements of the Indenture will apply.
The Authority, the City, and the Trustee cannot and do not give any assurances that DTC, the Participants or others will distribute payments of principal, interest or premium, if any, evidenced by the Bonds paid to DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. None of the Authority, the City, or the Trustee is responsible or liable for the failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds or an error or delay relating thereto.
ATTACHMENT B 376
G-1
APPENDIX G
PROPOSED FORM OF OPINION OF BOND COUNSEL
ATTACHMENT B 377
H-1
APPENDIX H
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
SF\322161360.1
ATTACHMENT B 378
EXHIBIT 5
-1-
ASSOCIATE MEMBERSHIP AGREEMENT
by and between the
STOCKTON PUBLIC FINANCING AUTHORITY
and the
PARKING AUTHORITY OF THE CITY OF STOCKTON
THIS ASSOCIATE MEMBERSHIP AGREEMENT, dated as of ______ 1, 20__ (this “Associate Membership Agreement”) is made by and between STOCKTON PUBLIC FINANCING AUTHORITY (the “Financing Authority”) and the PARKING AUTHORITY OF THE CITY OF STOCKTON, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California (the “Parking Authority”); WITNESSETH:
WHEREAS, the City of Stockton (the “City”) and the former Redevelopment Agency of the City of Stockton (collectively, the “Members”) have entered into Joint Exercise of Powers Agreement, dated as of June 18, 1990 (the “Joint Powers Agreement”), establishing the Financing Authority and prescribing its purposes and powers, and providing, among other things, for associate members of the Financing Authority (an “Associate Member”); WHEREAS, the Financing Authority has been formed for the purpose, among others, of providing financing for Public Improvements (as defined in the Joint Powers Agreement) of the Members and an Associate Member through the acquisition by the Financing Authority of such Public Improvements and/or purchase by the Financing Authority of Obligations (as defined in the Joint Powers Agreement) of the Members and an Associate Member and/or the lending of funds by the Financing Authority to the Members or an Associate Member; WHEREAS, the Parking Authority desires to become an Associate Member of the Financing Authority;
WHEREAS, the Board of Directors of the Financing Authority has determined that the Parking Authority should become an Associate Member of the Financing Authority; NOW, THEREFORE, in consideration of the above premises and of the mutual promises herein contained, the Financing Authority and the Parking Authority do hereby agree as follows:
Section 1. Associate Member Status. The Parking Authority is hereby made an Associate Member of the Financing Authority for all purposes of the Joint Powers Agreement, the provisions of which are hereby incorporated herein by reference. From and after the date of execution and delivery of this Associate Membership Agreement, the Parking Authority shall be and remain an Associate Member of the Financing Authority.
ATTACHMENT B 379
EXHIBIT 5
-2-
Section 2. Purpose of this Associate Membership Agreement. The purpose of this Associate Membership Agreement is to facilitate the financing of the acquisition by the Parking Authority of Public Improvements necessary for the governmental operation of the Parking Authority at a cost (taking into account the cost of such financing) which is less than would be possible if the Parking Authority were to acquire the Public Improvements independently of the Financing Authority.
Section 3. Restrictions and Rights of the Parking Authority. The Parking Authority’s powers with respect to the Financing Authority shall be limited to those powers enumerated in Article VIII of the Joint Powers Agreement. The Parking Authority shall not have the right, as an Associate Member of the Financing Authority, to vote on any action taken by the Board of Directors or by the Financing Authority. In addition, no officer, employee or representative of the Parking Authority shall have any right to become an officer or director of the Financing Authority.
Section 4. Effect of Prior Authority Actions. The Parking Authority hereby agrees to be subject to and bound by all actions previously taken by the Board of Directors of the Financing Authority to the same extent as the Members of the Financing Authority are subject to and bound by such actions.
Section 5. No Obligations of the Parking Authority. The debts, liabilities and obligations of the Financing Authority shall not be the debts, liabilities and obligations of the Parking Authority.
Section 6. Execution of this Associate Membership Agreement. Execution of this Associate Membership Agreement shall satisfy the requirements of Article VIII of the Joint Powers Agreement.
Section 7. Governing Law. This Associate Membership Agreement shall be governed by and construed in accordance with the laws of the State of California.
Section 8. Execution in Counterparts. This Associate Membership Agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument.
ATTACHMENT B 380
EXHIBIT 5
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Associate Membership Agreement to be executed and attested by their proper officers thereunto duly authorized, on the day and year first set forth above.
STOCKTON PUBLIC FINANCING AUTHORITY
By:_________________________________
Executive Director
ATTEST:
____________________________
Secretary
PARKING AUTHORITY OF THE
CITY OF STOCKTON
By:_________________________________
Executive Director
ATTEST:
____________________________
Secretary
ATTACHMENT B 381
Exhibit 6
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Stockton Parking Authority (the “Parking Authority”) in connection with the issuance of $___,___,000 Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 (the “Bonds”).
The Bonds are being issued pursuant to an Indenture dated as of February 1, 2020 (the “Indenture”), by and between the Stockton Public Financing Authority (the “Authority”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Parking Authority covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Parking Authority for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the Parking Authority pursuant to, and as described in, Section 3 and Section 4 of this Disclosure Certificate. “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries).
“City” means the City of Stockton, a municipal corporation and charter city. “Disclosure Representative” means the Chief Financial Officer of the City or a designee, or such other officer or employee as the City shall designate in writing to the Dissemination Agent from time to time.
“Dissemination Agent” means initially Willdan Financial Services, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Parking Authority and which has filed with the Parking Authority written evidence of such designation. “EMMA” means the Electronic Municipal Marketplace Access site maintained by the MSRB, currently located at http://emma.msrb.org.
“Filing Date” means March 31 following the end of each Fiscal Year of the City (or the next succeeding business day if such day is not a business day), commencing with the filing for Fiscal Year 2019-20 due March 31, 2021.
“Financial Obligation” means a debt obligation; derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or a guarantee of a debt obligation or derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation. The term financial obligation excludes municipal securities for which a final offering memorandum has been provided to the MSRB consistent with the Rule.
“Fiscal Year” means with respect to the City, the period beginning on July 1 of each year and ending on the next succeeding June 30, or any 12-month or 52-week period thereafter selected by the City with notice of such selection of change in fiscal year to be provided as set forth in Section 3(a).
ATTACHMENT B 382
2 “Holders” means either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in its depository.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the Official Statement dated ________, 2020 relating to the Bonds. “Parking Authority” means the Parking Authority of the City of Stockton. “Parking CFD” means City of Stockton Community Facilities District No. 2001-1 (Downtown Parking).
“Participating Underwriter” means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Specified Event” means any of the events listed in Section 5(a) or Section 5(b) of this Disclosure Certificate and any other event legally required to be reported pursuant to the Rule.
SECTION 3. Provision of Annual Reports.
(a) The Parking Authority shall provide, or shall cause the Dissemination Agent to provide to the MSRB, not later than the Filing Date, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report shall be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Parking Authority may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the Fiscal Year of the City changes, it shall give notice of such change in the same manner as for a Specified Event under this Disclosure Certificate. The Parking Authority shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the Parking Authority hereunder. (b) Not later than 15 Business Days prior to the Filing Date, the Parking Authority shall provide the Annual Report to the Dissemination Agent (if other than the Parking Authority). The Parking Authority shall provide, or cause the preparer of the Annual Report to provide, a written certificate with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished to it hereunder. The Dissemination Agent may conclusively rely upon such certification and shall have no duty or obligation to review such Annual Report. (c) If the Parking Authority is unable to provide to the Annual Report to the MSRB by the date required in Section 3(a), the Parking Authority shall send a notice in a timely manner to the MSRB in substantially the form attached as Exhibit A.
ATTACHMENT B 383
3 (d) The Dissemination Agent shall:
(i) Provided it has received the Annual Report from the Parking Authority pursuant to Section 3(a), file the Annual Report the MSRB by the Filing Date, and file any notice of a Specified Event, if requested by the Parking Authority, as soon as practicable following receipt from the Parking Authority of such notice; and
(ii) Provided it has received the Annual Report from the Parking Authority pursuant to Section 3(a), file a report with the Parking Authority certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.
SECTION 4. Content of Annual Reports. The Parking Authority’s Annual Report shall contain or incorporate by reference the following:
(a) The Statement of Net Assets, the Statement of Revenues, Expenditures and Changes in Fund Net Assets, and the Statement of Cash Flows for the Parking Authority for the prior Fiscal Year, prepared in accordance with generally-accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If such financial reports are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements relating to the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) To the extent not presented in the audited financial statements:
(i) A maturity schedule for the outstanding Bonds;
(ii) The balance in each of the following funds established pursuant to the Indenture as of the close of the prior Fiscal Year:
(A) total deposits in the 2020 Installment Payment Fund for the prior Fiscal Year (with a statement of debt service requirement discharged by the 2020 Installment Payment Fund in the prior Fiscal Year);
(B) the 2020 Reserve Account (with a statement of the current 2020 Reserve Requirement and the name of the guaranteed investment contract provider, if any).
(iii) Debt service schedules for any Parity Debt.
(iv) Information for the prior Fiscal Year is substantially similar to that provided in the following tables of the Official Statement with respect to the Parking CFD:
(A) Table 5–Top 10 Taxpayers;
(B) Table 6–Historical Principal Taxpayers; and
(C) Table 7–Historical Delinquency Information.
(v) Information for the prior Fiscal Year substantially similar to that provided in Table 9–“Revenues by Parking Authority” of the Official Statement; SECTION 5. Reporting of Specified Events.
ATTACHMENT B 384
4 (a) Pursuant to the provisions of this Section 5, the Parking Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2020 Bonds:
(i) Principal and interest payment delinquencies on the 2020 Bonds; (ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed (Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the 2020 Bonds, or other material events affecting the tax status of the 2020 Bonds;
(vii) Modifications to rights of the 2020 Bond Holders, if material; (viii) Bond calls, if material, and tender offers;
(ix) Defeasances;
(x) Release, substitution, or sale of property, if any, securing repayment of the 2020 Bonds, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the Parking Authority or other obligated person;
(xiii) The consummation of a merger, consolidation, or acquisition involving the Parking Authority or an obligated person, or the sale of all or substantially all of the assets of the Parking Authority or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material;
(xv) Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material; and (xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties.
(b) The Trustee shall, promptly upon obtaining actual knowledge at its principal corporate trust office as specified in Section 12 hereof of the occurrence of any of the Specified Events and notify the ATTACHMENT B 385
5 Parking Authority of such Specified Events; provided, that failure by the Trustee to so notify the Parking Authority shall not relieve the Parking Authority of its duty to report Specified Events as required in this Section 5. For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the corporate trust office of the Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Trust Agreement.
(c) Wherever the Parking Authority obtains knowledge of the occurrence of Specified Event, the Parking Authority shall, or shall cause the Dissemination Agent (if not the Parking Authority) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Specified Event. (d) The Parking Authority acknowledges that the events described in subparagraphs (a)(ii), (a)(vii), (a)(x), (a)(xiii), (a)(xiv), (a)(xiv), and (a)(xv) of this Section 5 contain the qualifier “if material.” The Parking Authority shall cause a notice to be filed as set forth in this Section 5 with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the Parking Authority obtains knowledge of the occurrence of any of these Specified Events, the Parking Authority will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the Parking Authority will cause a notice to be filed as set forth in Section 5(c). (e) If in response to a request under Section 5(b), the Parking Authority determines that the Specified Event would not be material under applicable federal securities laws, the Parking Authority shall so notify the Trustee in writing and instruct the Dissemination Agent not to report the occurrence. (f) If the Dissemination Agent has been instructed by the Parking Authority to report the occurrence of a Specified Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Specified Events described in Section 5(a)(viii) and (ix) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Trust Agreement. (g) For purposes of this Disclosure Agreement, any event described in Section 5(a)(xii) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Parking Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Parking Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Parking Authority. (h) The Dissemination Agent may conclusively rely on an opinion of counsel that the Parking Authority’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.
SECTION 6. Identifying Information for Filings with EMMA. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.
SECTION 7. Termination of Reporting Obligation. The obligations of the Parking Authority under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full ATTACHMENT B 386
6 of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Parking Authority shall give notice of such termination in the same manner as for a Specified Event under Section 5(c).
SECTION 8. Dissemination Agent. The Parking Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign at any time upon delivery of written notice thereof to the Parking Authority at least 30 days prior to the effective date of such resignation. If at any time there is not any other designated Dissemination Agent, the Parking Authority shall be the Dissemination Agent. The Dissemination Agent, if other than the Parking Authority, shall not be responsible in any manner for the content of any notice or report prepared by the Parking Authority pursuant to this Disclosure Certificate.
The initial Dissemination Agent shall be Willdan Financial Services.
SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Parking Authority may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied with respect to such amendment or waiver:
(a) If the amendment or waiver relates to the provisions of Section 3(a), Section 4, or Section 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law or a change in the nature, identity or status of an obligated person with respect to the Bonds or the type of business conducted by such person; (b) The undertaking in this Disclosure Certificate, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either: (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to such Indenture with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.
(d) Any amendment that modifies or increases the duties or obligations of the Dissemination Agent shall be agreed to in writing by the Dissemination Agent. (e) In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Parking Authority shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Parking Authority. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Specified Event, and (ii) the Annual Report for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. (f) Notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for the occurrence of a Specified Event under Section 5(c).
ATTACHMENT B 387
7 SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Parking Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Specified Event, in addition to that which is required by this Disclosure Certificate. If the Parking Authority chooses to include any information in any Annual Report or notice of occurrence of a Specified Event in addition to that which is specifically required by this Disclosure Certificate, the Parking Authority shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Specified Event.
SECTION 11. Default. This Disclosure Certificate shall be solely for the benefit of the holders and beneficial owners from time to time of the Bonds. In the event of a failure of the Parking Authority to comply with any provision of this Disclosure Certificate, the Trustee may (and, at the request of the Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds and upon receipt of indemnity satisfactory to the Trustee, shall), or any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by order of a court of competent jurisdiction in the County of San Joaquin, California, to cause the Parking Authority to comply with its obligations under this Disclosure Certificate, provided that any holder or beneficial owner seeking to require the Parking Authority to comply with this Disclosure Certificate shall first provide at least thirty (30) days prior written notice to the Parking Authority of the failure of the Parking Authority, giving reasonable detail of such failure. Failure by the Parking Authority to comply with any provision of this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Parking Authority to comply with the terms of this Disclosure Certificate shall be an action to compel performance.
No person or entity shall be entitled to recover monetary damages under this Disclosure Certificate.
SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Parking Authority agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the negligence or willful misconduct of the Dissemination Agent. The Dissemination Agent shall be paid compensation by the Parking Authority for its services provided hereunder in accordance with its schedule of fees as amended from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The obligations of the Parking Authority under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
ATTACHMENT B 388
8 SECTION 13. Notices. Any notice or other communication to be given by the Parking Authority or the Dissemination Agent under this Disclosure Certificate may be given by delivering the same by first class mail, postage prepaid, messenger, or overnight delivery to the addresses set forth below (until another address is filed by the Parking Authority or the Dissemination Agent with the Trustee):
To the Parking Authority: City of Stockton Parking Authority c/o City of Stockton
425 North El Dorado Street
Stockton, California 95202
Attention: Chief Financial Officer
If to the Trustee: Wells Fargo Bank, N.A.
Corporate Trust Services
333 Market Street, 18th Floor
San Francisco, California 94105
If to the Dissemination Agent: Willdan Financial Services 27368 Via Industria, Suite 200
Temecula, California 92590
SECTION 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Parking Authority, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.
SECTION 15 Record Keeping. The Parking Authority shall maintain records of Annual Reports and notices of Specified Events, including the content of such disclosure, the name of the entities with which such disclosure was filed and the date of filing of such disclosure.
SECTION 16. Governing Law. The laws of the State of California shall govern this Disclosure Certificate, the interpretation thereof and any right or liability arising hereunder. Any action or proceeding to enforce or interpret any provision of this Disclosure Certificate shall be brought, commenced or prosecuted in any courts of the State located in the County of San Joaquin, California.
ATTACHMENT B 389
9 SECTION 17. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Dated: February __, 2020
CITY OF STOCKTON PARKING
AUTHORITY
By:
Chief Financial Officer
The undersigned hereby agrees to act as
Dissemination Agent pursuant to the terms
and conditions of this Continuing Disclosure Certificate
WILLDAN FINANCIAL SERVICES
By:______________________________
Authorized Officer
ATTACHMENT B 390
Exhibit 6
A-1
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Stockton Public Financing Authority
Name of Bond Issue: Stockton Public Financing Authority Parking Revenue Bonds, Series 2020 Date of Issuance: February __, 2020
NOTICE IS HEREBY GIVEN that the City of Stockton Parking Authority (the “Parking Authority”) has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing Disclosure Certificate dated February __, 2020 executed by the Parking Authority. The Parking Authority anticipates that the Annual Report will be filed by ____________________.
Dated: _______________
CITY OF STOCKTON PARKING
AUTHORITY
By:
[Chief Financial Officer]
cc: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, California 92590
SF\322161084.1
ATTACHMENT B 391
EXHIBIT 7
ASSIGNMENT AGREEMENT
Dated as of , 20__
by and between the
CITY OF STOCKTON
and
PARKING AUTHORITY OF THE CITY OF STOCKTON
Relating to
Special Tax Revenues of
the Community Facilities District No. 2001-1
(Downtown Parking)
ATTACHMENT B 392
TABLE OF CONTENTS
Page
98892695.4 i
ARTICLE I
DEFINITIONS
Section 1.01. Definitions........................................................................................................ 1 Section 1.02. Construction..................................................................................................... 2
ARTICLE II
ASSIGNMENT OF CFD REVENUES
Section 2.01. Assignment and Transfer of CFD Revenues ................................................... 2
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY
Section 3.01. Representations, Warranties and Covenants of the City.................................. 3
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND FINDINGS OF THE AUTHORITY Section 4.01. Binding Obligations......................................................................................... 4 Section 4.02. Litigation.......................................................................................................... 4
ARTICLE V
MISCELLANEOUS
Section 5.01. Term of this Agreement................................................................................... 5 Section 5.02. Notices ............................................................................................................. 5 Section 5.03. Governing Law ................................................................................................ 5 Section 5.04. Amendments, Etc............................................................................................. 5 Section 5.05. Beneficiaries .................................................................................................... 5 Section 5.06. Complete and Controlling Agreement. This Agreement completely set forth the agreements between the parties hereto and fully supersede all prior agreements, both written and oral, between the parties hereto, relating to the matters set forth in this Agreement........................................... 6 Section 5.07. Severability ...................................................................................................... 6 Section 5.08. Counterparts..................................................................................................... 6 ATTACHMENT B 393
98892695.4 1
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT, dated as of ____, 20__ (this “Agreement”), is made by and between the CITY OF STOCKTON, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter (the “City”), and the PARKING AUTHORITY OF THE CITY OF STOCKTON, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California (the “Parking Authority”).
RECITALS:
WHEREAS, the City Council of City previously passed Resolution No. 2013-12-17-1209 on December 17, 2013 (the “Parking Authority Resolution”) authorizing the activation of the Parking Authority, and authorizing it to operate within boundaries described in the Parking Authority Resolution;
WHEREAS, the City has previously transferred to the Parking Authority all of its rights, title and interest in the City’s parking facilities (the “Parking Facilities”) pursuant to the terms of a Forbearance Agreement, dated as of February 25, 2015, by and among the City, Wells Fargo Bank National Association, the Parking Authority, the Stockton Public Financing Authority and National Public Finance Guarantee Corporation;
WHEREAS, the City has previously formed Communities Facilities District No. 2001-1 (Downtown Parking) (the “CFD”) for the purpose of providing certain facilities and services within the CFD and levying a special tax within the CFD, as provided in a rate and method of apportionment, as amended, relating to the CFD, to pay the costs of such facilities and services, including the operation and maintenance costs of the Parking Facilities; WHEREAS, in light of the fact that the Parking Authority is responsible for the operation and maintenance of the Parking Facilities, the City now desires to assign the revenues of the special tax levied in the CFD to the Parking Authority; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. The following terms have the meanings indicated below or in the referenced Section of this Agreement, unless the context shall clearly indicate otherwise:
“City” means the City of Stockton, California, a municipal corporation and chartered city duly organized and existing under and by virtue of the Constitution and laws of the State of California and its charter.
ATTACHMENT B 394
98892695.4 2
“CFD” shall have the meaning ascribed to such term in the recitals of this Agreement. “CFD Revenues” shall mean revenues generated by the levy of the Special Tax within the CFD pursuant to the terms of the Rate and Method.
“Installment Purchase Agreement” means that certain Installment Purchase Agreement, dated as of February 1, 2020, by and between the Parking Authority and the Stockton Public Financing Authority.
“Parking Authority” means the Parking Authority of the City of Stockton, a public body corporate and politic organized and existing under and by virtue of the laws of the State of California.
“Parking Facilities” shall have the meaning ascribed to such term in the recitals of this Agreement.
“Rate and Method” means the Second Amended Rate and Method of Apportionment of Special Tax, approved by the voters of a special election held within the CFD on December 13, 2005, as such Second Amended Rate and Method of Apportionment of Special Tax may be amended from time to time in accordance with the laws of the State of California. “Special Tax” means the special tax levied in the CFD in accordance with the Rate and Method.
Section 1.02. Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular includes the plural, the part includes the whole and “or” has the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” has the meaning “including, but not limited to.” The section headings contained in this Agreement and the table of contents preceding this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified.
ARTICLE II
ASSIGNMENT OF CFD REVENUES
Section 2.01. Assignment and Transfer of CFD Revenues.
(a) In consideration of the Parking Authority’s agreement to continue to operate and maintain the Parking Facilities and the costs incurred by the Parking Authority in connection with the operation and maintenance of the Parking Facilities, the City does hereby assign all of the City’s rights, title and interest in, and to, the CFD Revenues, and the Parking Authority does hereby acquire, accept and receive, all of the City’s rights, title and interest in, and to, the CFD Revenues received by the City.
ATTACHMENT B 395
98892695.4 3
(b) The City hereby agrees to transfer all CFD Revenues as soon as practicable upon receipt of thereof to the Parking Authority. (c) The Parking Authority hereby agrees to apply the CFD Revenues in a manner consistent with the uses prescribed in the Rate and Method.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CITY
Section 3.01. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Parking Authority that, as of the date of execution of this Agreement that:
(a) The CFD is a community facilities district duly organized and validly existing under the laws of the State.
(b) The officers of the City executing this Agreement are duly and properly in office and fully authorized to execute the same.
(c) The resolutions and ordinance relating to the formation of the CFD and the levy of the Special Tax are in full force and effect and have not been amended, modified, rescinded or challenged by referendum.
(d) The City has recorded the notice of special tax lien on the real property records of the City which established a continuing lien on the land within the CFD securing the payment of the Special Tax.
(e) This Agreement will constitute the legal, valid and binding agreement of the City enforceable against the City by the Parking Authority in accordance with its terms; except in each case as enforcement may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity and by public policy.
(f) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the fulfillment of or compliance with the terms and conditions hereof and thereof, will not conflict with or constitute a violation or breach of or default (with due notice or the passage of time or both) under any applicable law or administrative rule or regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement.
ATTACHMENT B 396
98892695.4 4
(g) No consent or approval of any trustee or holder of any indebtedness of the City or any guarantor of indebtedness of or other provider of credit or liquidity of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental authority (except with respect to any state securities or “blue sky” laws) is necessary in connection with the execution and delivery of this Agreement, or the consummation of any transaction herein contemplated, or the fulfillment of or compliance with the terms and conditions hereof, except as have been obtained or made and as are in full force and effect.
(h) There is no action, suit, proceeding, inquiry or investigation, before or by any court or federal, state, municipal or other governmental authority, pending, or to the knowledge of the City, after reasonable investigation, threatened, against or affecting the CFD or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Agreement, and the City is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Agreement.
(i) During the term of this Agreement, the City shall not amend the Rate and Method, or take any actions that would alter the geographic boundaries of the CFD or modify the Special Tax without the prior written consent of the Parking Authority. (j) During the term of this Agreement, the City shall take all necessary actions to ensure that the Special Tax is levied and collected within the CFD pursuant to the terms of the Rate and Method.
(k) During the term of this Agreement, the City shall not enter into any contract or agreement, or cause the issuance or incurrence of indebtedness, that is payable from the Special Taxes without the prior written consent of the Parking Authority.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND FINDINGS OF THE AUTHORITY Section 4.01. Binding Obligations. This Agreement is a legal, valid and binding obligation of the Parking Authority, enforceable against the Parking Authority in accordance with its terms, subject to any applicable bankruptcy, insolvency, debt adjustment, moratorium, reorganization or other similar laws, judicial discretion and principles of equity relating to or affecting creditors’ rights or contractual obligations generally or limitations on remedies against public entities in the State.
Section 4.02. Litigation. There is no action or investigation pending or threatened against the Parking Authority before any court or administrative agency which questions the validity of any act or the validity of any proceeding taken by the Parking Authority in connection with the ATTACHMENT B 397
98892695.4 5
execution and delivery of this Parking Agreement, or wherein an unfavorable decision, ruling or finding would in any way adversely affect the validity or enforceability of this Parking Agreement.
ARTICLE V
MISCELLANEOUS
Section 5.01. Term of this Agreement. This Agreement shall terminate upon the earlier of (i) the date on which the Parking Authority is no longer required to apply the CFD Revenues to the payment of Operation and Maintenance Costs (as such term is defined in the Installment Purchase Agreement) pursuant to Section 5.17 of the Installment Purchase Agreement or (ii) the date on which the obligations of the Parking Authority under the Installment Purchase Agreement have been discharged.
Section 5.02. Notices. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the parties hereto shall be deemed to have been sufficiently given or filed, for all purposes, when delivered by hand or when sent by registered mail, return receipt requested, postage prepaid; or, if given by facsimile transmission, when receipt is acknowledged by the individual or an authorized representative of the party. It shall be sufficient service of any notice, request, complaint, demand or other paper on the on a party hereto if the same shall have been actually received. Notices hereunder sent by mail shall be sent by first class mail or overnight mail, postage prepaid, addressed as follows:
To the Parking Authority: Parking Authority of the City of Stockton c/of City of Stockton
425 N. Eldorado Street
Stockton, California 95202
Attention: Executive Director
To the City: City of Stockton
425 N. Eldorado Street
Stockton, California 95202
Attention: City Manager
Section 5.03. Governing Law. This Agreement is a contract made under the laws of the State and shall be governed by and construed in accordance with the Constitution and laws applicable to contracts made and performed in the State.
Section 5.04. Amendments, Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by the parties hereto shall in any event be effective unless the same shall be in writing and signed by such parties, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Section 5.05. Beneficiaries. This Agreement is not intended and shall not be construed to confer upon any person other than the parties hereto, and their successors and permitted assigns, any rights or remedies hereunder.
ATTACHMENT B 398
98892695.4 6
Section 5.06. Complete and Controlling Agreement. This Agreement completely set forth the agreements between the parties hereto and fully supersede all prior agreements, both written and oral, between the parties hereto, relating to the matters set forth in this Agreement.
Section 5.07. Severability. If any provision of this Agreement shall be held or deemed to be or shall in fact be illegal, inoperative or unenforceable, the same shall not affect any other provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever.
Section 5.08. Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.
ATTACHMENT B 399
98892695.4
[Signature page to Assignment Agreement]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Agreement, effective as of the day and year first above written.
CITY OF STOCKTON
By:
Name:
Title:
[Signatures continued on following page]
ATTACHMENT B 400
98892695.4
[Signature page to Assignment Agreement]
PARKING AUTHORITY OF THE CITY OF
STOCKTON
By:
Name:
Title:
ATTACHMENT B 401
Resolution No.
PARKING AUTHORITY OF THE CITY OF STOCKTON
RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AGREEMENT WITH ELEVATOR TECHNOLOGY, INC., TO REPAIR AND UPGRADE
THE ELEVATORS WITHIN THE FIVE PARKING FACILITIES IN DOWNTOWN
STOCKTON
The Stockton Public Financing Authority previously approved Resolution No. PFA 2019-12-17-1501 which authorized the issuance and sale of Parking Authority Revenue Bonds; and
The new bonds generated savings of approximately $3 million, which was allocated to the Parking Authority to fund capital projects including the upgrade and repair of the elevators within the five (5) downtown parking garages; and The Parking Authority issued a request for bids on February 24, 2022, with the intent to identify a qualified contractor with the experience to provide the necessary repairs and upgrades; and
Elevator Technology, Inc., submitted the only bid and met requirements to repair and upgrade the elevators in the downtown parking garages; and With the savings generated by the issuance of the Parking Authority Revenue Bonds, as previously described, the Parking Authority wishes to contract with Elevator Technology, Inc., to repair and upgrade the elevators in the downtown parking garages; now, therefore,
BE IT RESOLVED BY THE BOARD OF THE PARKING AUTHORITY OF THE CITY OF STOCKTON, AS FOLLOWS:
1. Authorizing the Executive Director, or designee, to execute an agreement with Elevator Technology, Inc. (ETI) in the amount of $957,370, to upgrade and repair the elevators within the five (5) parking facilities located in downtown Stockton, attached as Exhibit 1 incorporated by this reference. //
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402
2. Authorizing the Executive Director, or designee, to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.
PASSED, APPROVED, and ADOPTED September 13, 2022 .
KEVIN J. LINCOLN II
Chairperson of the
Parking Authority Board
ATTEST:
ELIZA R. GARZA, CMC
Secretary of the
Parking Authority of the Board
403
PARKING AUTHORITY OF THE CITY OF STOCKTON
STANDARD AGREEMENT Agreement Number:
1. This Agreement is entered into between the Parking Authority of the City of Stockton ("City" or "City of Stockton") and Elevator Techonology, Inc. ("Contractor") to provide repairs and upgrades to City elevators as set forth in Exhibit A to this Agreement
2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:
Commences on: Terminates on:
3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $!957,370 I
4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(a) Exhibit A - Statement of Work
(b) Exhibit B - Insurance
(c) Exhibit C - General Terms & Conditions
(d) Exhibit D - Professional Services Special Terms & Conditions (e) Exhibit E - Compensation Schedule
(f) Exhibit F - Timeline
(g) Exhibit G - Special Funding Terms & Conditions ARPA (If applicable check boxJYES D IN WITNESS WHEREOF, the authorized parties have executed this Agreement.
CONTRACTOR
Elevator Technology, Inc.
r's Name if other than an individual, state whether a corporation, partnership, etc.):
�)
Authorized Signatu
Paul Taormina - General Manager
Printed Name and Title of Person Signing
2050 Arroyo Vista, El Dorado Hills, CA 95762
Address
PARKING AUTHORITY OF THE CITY OF STOCKTON
Harry Black, Executive Director
ATTEST:
Eliza R. Garza CMC, Secretary
APPROVED AS TO FORM:
Lori M. Asuncion, Acting City Attorney
BY:
(Rev. 3.22.22); (Rev. 8.23.22) RM,
SG, & TM
Date
1 EXHIBIT 1
404
1 Elevator Technology, Inc. & Parking Authority of the City of Stockton
EXHIBIT A
STATEMENT OF WORK
1. Project Objectives
The Contractor will repair and/or upgrade the existing elevators, located in the five (5) City owned parking garages, identified below:
Site Location Elevators Year Built
Arena Garage 310 W. Fremont
Street
2 2004
Market Garage 430 E. Market
Street
2 1988
Channel Garage 350 E. Channel
Street
1 1976
Coy Garage 130 N. Hunter
Street
2 2005
Steward Eberhardt
(SEB) Garage
15 N. Eldorado
Street
2 2001
2. Project Scope
The project includes the complete and safe removal and disposal of outdated elevator equipment and/or materials, the repair and/or upgrade of existing electrical, mechanical, and hydraulic elevator equipment, based on the specifications identified in Attachment A – Specifications & Itemized Requirements documents, and a multi-year maintenance agreement between the Contractor and the City, as identified on Attachment B – Elevator Maintenance Agreement Specifications.
3. Specifications
3.1 The required work consists of potential retention and/or fabrication and installation of elevator equipment as defined on Attachment A – Specifications & Itemized Requirements.
4. Major Deliverables
4.1 Removal and proper disposal of current elevator equipment and/or materials.
4.2 Repair and/or upgrade of approved elevator equipment and/or materials.
4.2.1 Contractor must assure that all repairs and/or upgrades will be complete in every aspect, including all equipment and materials necessary to perform functions of safe elevator operations. The EXHIBIT 1 405
2 Elevator Technology, Inc. & Parking Authority of the City of Stockton complete elevator system will be installed, tested, and left in first class operating condition.
4.3 Multi-year maintenance agreement.
4.3.1 Included in the contract as Attachment B – Elevator Maintenance Agreement Specifications.
4.4 Contractor will provide a Schedule of Work outlining tasks to be performed and delivered, prior to the beginning of the project. The Schedule of Work will provide the following:
4.4.1 Detailed comprehensive plan defining all work.
4.4.2 Listing of all subcontractors and overall contract percentages that are applicable to all parties working on the project. Include business name, address, phone number, Department of Industrial Relations registration number, and office location of companies who will work on the project
5. Tasks That Support the Deliverables
5.1 Contractor shall:
5.1.1 Provide all labor, engineering, tools, transportation, services, supervision, materials, and equipment necessary for satisfactory completion of required work as set forth herein.
5.1.2 Coordinate, schedule, and manage work of component suppliers and subcontractors.
5.1.2.1 Class B license will be acceptable with the provision to provide subconsultant trades for specialty work, as required. The Contractor and any subcontractor providing their professional services on the project, must be qualified to work on elevator repairs/upgrade work or related projects with similar scopes.
5.1.3 Repair and/or upgrade equipment as specified utilizing existing and/or modified hoistways and machine rooms.
5.1.4 Provide new equipment, unless specifically identified as “Reuse,” “Retain,” or “Refurbish,” per Attachment A –Specifications & Itemized Requirements.
5.1.4.1 Retained Equipment: All retained components, parts, and materials will be cleaned, checked, modified, repaired, or replaced.
EXHIBIT 1 406
3 Elevator Technology, Inc. & Parking Authority of the City of Stockton
5.1.5 Provide the appropriate:
5.1.5.1 Protective barriers between elevator cars in normal operation, and the repairing/upgrading stage of the project(s).
5.1.5.2 Hoistway, pit, and machine room barricades as required.
5.1.6 Provide all required staging, hoisting, and movement of new/reused equipment and removal of existing equipment.
5.1.7 Install all equipment in accordance with Manufacturer's recommendations, reference codes, specifications, and approved submittals.
5.2 City Shall Provide:
5.2.1 Access to City maps, conceptual drawings, records, studies, plans, and other documents relating to the project.
6. Internal and External Standards and Guidelines
6.1 Contractor will comply with governing codes, ordinances, regulations, and other legal requirements of public authorities which bear on performance required work.
6.1.1 Installation of equipment must operate with maximum accessibility, safety, and continuity of operation.
6.1.2 Major components of mechanical and electrical equipment will have identification plate with the Manufacturer's name, address, model number, rating and any other information required by governing codes.
6.2 Contractor will be responsible for all applicable taxes (City of Stockton – 9%) and will secure/pay required permits, fees, and licensing.
6.3 This project is a major repair and/or upgrade in existing garages which are open for public business and will continue to operate throughout all phases of the required work. An operable elevator must be maintained in each garage throughout project durations, except in Channel Garage where only one elevator is present.
6.3.1 At least two weeks prior to commencing the Channel Garage project, Contractor will notify the City of the start date. In coordination with the Contractor, the City, or authorize representative, will generate an EXHIBIT 1 407
4 Elevator Technology, Inc. & Parking Authority of the City of Stockton operational plan that will reduce the disturbance to all monthly parkers that have an assigned parking location in Channel Garage.
It is essential that Contractor give special attention and priority to all matters concerning project safety, protection from dust and loose materials, reduction of noise level, protection from water and air infiltration into building, and maintenance of neat, sightly conditions within work areas that are in/outside of the garages. Packaging, scrap materials, and demolition debris will be promptly removed from garages and project site, daily.
6.3.2 Should the Contractor encounter water or any unexpected materials that will alter the contractual pricing, Contractor will safely discontinue the drilling process and immediately notify the City of the conditions encountered. The Contractor will create and submit in writing, a separate proposal that addresses the additional time and materials needed to continue the elevator project. The City reserves the right to determine the best course of action not covered herein, without the obligation to the Contractor.
6.4 Equipment will be designated, fabricated, and installed to operate effectively under the climate and conditions to which the equipment will be exposed in Stockton, CA. All equipment is for exterior use and will be exposed to weather, including cold, heat, wind, and rain.
6.4.1 Ambient Temperatures: 20ºF to 120ºF
6.4.2 Humidity: 0% to 95% (non-condensing)
6.4.3 Rain: Blowing Rain with 100 mph Gusts
6.4.4 Dust: Blowing dust and fine particles
6.5 Elevator hoistways and all equipment therein will be cleaned and left free of rust, filings, welding slag, rubbish, loose plaster, mortar drippings, extraneous construction materials, dirt, and dust. This includes: walls, building beams, sill ledges, and hoistway divider beams. Care will be taken by Contractor, not to mark, soil, or otherwise deface existing or new surfaces. Clean down surfaces and areas which require final painting and finishing work. Cleaning includes removal of rubbish, broom cleaning of floors, removal of any loose plaster or mortar, dust, and other extraneous materials from finish surfaces, and surfaces which will remain visible after the work is complete.
7. Criteria of Acceptance for Deliverables
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5 Elevator Technology, Inc. & Parking Authority of the City of Stockton
7.1 Elevators will run without failure (vandalism excluded) for not less than 60 days to be accepted by City.
7.1.1 Prior to City acceptance, elevators that require federal, state, or local governing inspection, will need to be in full compliance with such governing agencies.
8. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:
Contractor: Elevator Technology, Inc. City: City of Stockton Attn: Paul Taormina Attn: Parking/Venue Manager
2050 Arroyo Vista 400 E Main Street, 4th Fl
El Dorado Hills, CA 95762 Stockton, CA 95202
9. Key Personnel
Elevator Technology, Inc. Paul Taormina General Manager City of Stockton Tina McCarty Parking & Venues
Manager
City of Stockton Jose Jimenez Parking & Venues
Analyst
10. Option to Renew.
The term of the Agreement may be extended up to two (2) additional years by a written amendment executed by both parties. However, the total term of the Agreement including the extended term shall not exceed seven (7) years.
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6 Elevator Technology, Inc. & Parking Authority of the City of Stockton NOTE: The City of Stockton is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City’s online insurance program requesting you to forward the email to your insurance provider(s). Please see attached flyer regarding PINS Advantage.
EXHIBIT B
INSURANCE
Contractor shall procure and maintain for the duration of the contract, and for five (5) years thereafter , insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees, or subcontractors. In the event contractor fails to obtain or maintain completed operations coverage as required by this agreement, the City, at its sole discretion, may purchase the coverage required and the cost will be paid by the contractor.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Surety Bonds as described below.
It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this agreement are sufficient to cover the obligations of the Contractor under this agreement.
Limits of Insurance
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7 Elevator Technology, Inc. & Parking Authority of the City of Stockton The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.
Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and noncontributory” and will not seek contribution from the City’s insurance or self- insurance and shall be at least as broad as CG 20 01 04 13. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
Claims Made Policies – (Note – applicable only to professional and/ or pollution liability)
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of contract work.
3. If coverage is canceled or non-renewed, and not replaced with another claimsmade policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.
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8 Elevator Technology, Inc. & Parking Authority of the City of Stockton
5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.
Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents and subcontractors.
Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.
Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements, or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City of Stockton Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
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9 Elevator Technology, Inc. & Parking Authority of the City of Stockton Contractor shall, prior to the commencement of work under this Agreement, provide the City of Stockton with a copy of its declarations page(s) and endorsement page(s) for each of the required policies.
Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract. Contractor shall include the following language in their agreement with Subcontractors: Subcontractors hired by Contractor agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under the contract documents and provide a valid certificate of insurance and the required endorsements included in the agreement as proof of compliance prior to commencement of any work and to include this same requirement for any subcontractors they hire for this work. A copy of the owner contract document indemnity and insurance provisions will be furnished to the subcontractor upon request.
Contractor shall provide proof of such compliance and verification to the City upon request.
Surety Bonds
Contractor shall provide the following Surety Bonds:
1. Performance bond
2. Payment bond (or Labor and Material bond)
3. Maintenance bond
The Payment Bond and the Performance Bond shall be in a sum equal to one hundred percent (100%) of the contract price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.
Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
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10 Elevator Technology, Inc. & Parking Authority of the City of Stockton Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:
City of Stockton
Attn: City Risk Services
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
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11 Elevator Technology, Inc. & Parking Authority of the City of Stockton
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.
2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.
3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.
3.1 Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Contractor’s invoice, City will review invoice, and if acceptable make payment on approved invoice.
3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.
4. Sufficiency of Contractor’s Work. All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor’s work shall be adequate and sufficient to meet the purposes of this Agreement.
5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree EXHIBIT 1 415
12 Elevator Technology, Inc. & Parking Authority of the City of Stockton to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.
6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.
7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.
8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.
9. Contractor’s Status.
9.1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.
9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's EXHIBIT 1 416
13 Elevator Technology, Inc. & Parking Authority of the City of Stockton control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.
9.3 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.
9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.
10. Subcontractor.
10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.
10.2 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.
10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.
11. Termination.
11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.
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14 Elevator Technology, Inc. & Parking Authority of the City of Stockton
11.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.
11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.
12. Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.
13. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify the City of Stockton, its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Stockton’s sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement.
14. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.
15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.
16. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.
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15 Elevator Technology, Inc. & Parking Authority of the City of Stockton
17. Licenses, Certifications and Permits. Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.
18. Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.
19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.
20. Conflicts of Interest. Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor’s services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.
21. Waiver. In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.
22. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.
23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
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16 Elevator Technology, Inc. & Parking Authority of the City of Stockton
24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.
25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.
26. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.
28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
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17 Elevator Technology, Inc. & Parking Authority of the City of Stockton
29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.
30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.
31. Entire Agreement, Integration, and Modification.
31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.
31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.
32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
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18 Elevator Technology, Inc. & Parking Authority of the City of Stockton
EXHIBIT D
GOODS AND SERVICES TERMS AND CONDITIONS
1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:
1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.
1.2 “Deliverable” means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.
2. General. The following terms and conditions are applicable for the purchase of goods and services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (“GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.
2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.
2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.
3. Time for Performance.
3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.
3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.
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19 Elevator Technology, Inc. & Parking Authority of the City of Stockton
4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:
4.1 Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration, or other similar requirement throughout the term of this Agreement.
4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.
4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance, or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City’s rights against Contractor either under this Agreement, at law or in equity.
5. Compensation
5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:
5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement.
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20 Elevator Technology, Inc. & Parking Authority of the City of Stockton Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.
5.1.2 Contractor may invoice up to fifty percent (50%) of equipment cost in advance of equipment receipt in order to secure manufactured parts and equipment.
6. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.
7. Findings Confidential
All the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.
8. Right of Inspection
All Deliverables furnished by Contractor must be as specified in Exhibit A and will be subject to inspection and approval of City after delivery. City reserves the right to reject and return, at the risk and expense of Contractor, the portion of any Deliverable which may be defective or fail to comply with specifications in Exhibit A without invalidating the remainder of the Deliverables. If rejected, Deliverable will be held for disposition at the expense and risk of Contractor. Payment for Deliverable prior to inspection shall not constitute acceptance of the Deliverable.
9. Warranty
Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conform to specifications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry, any express or implied warranty stated or advertised by Contractor or the actual manufacturer of such Deliverable, or any warranties implied by law. Contractor’s warranty shall survive delivery of Deliverable and EXHIBIT 1 424
21 Elevator Technology, Inc. & Parking Authority of the City of Stockton shall not be deemed waived by City’s failure to discover defects, acceptance of the Deliverable, or payment, therefore.
10. Ownership
Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted by City in conformity with this Agreement.
Upon delivery and acceptance, Deliverable delivered by Contractor shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Deliverable.
All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Contractor, or specifically paid for by City for use in performance of the Agreement, shall be and remain the property of City and said property shall be used only for Deliverables benefiting City. Contractor shall return to City or shall dispose of this property only according to City’s instruction.
11. Applicable Laws
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables accordingly and provide associated Safety Data Sheets (“SDS”) to City.
Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.
12. Prevailing Wage
It shall be the responsibility of the Contractor to comply, when applicable, with the prevailing wage rates in accordance with the State of California Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by the California Department of Industrial Relations for any increase in rates during the term of this Agreement and adjust wage rates accordingly.
CONTRACTOR REGISTRATION REQUIREMENTS- Pursuant to Labor Code Section 1771.1(a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.
EXHIBIT 1 425
22 Elevator Technology, Inc. & Parking Authority of the City of Stockton No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].
No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html. In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.
This project may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.
13. Shipping Terms
City shipment terms are F.O.B. Destination, Freight Prepaid and Added unless otherwise specified in the Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date specified in the Agreement.
Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall include the Agreement number on all packages, boxes, invoices, and shipping documents. Contractor shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately.
City reserves the right to refuse, at Contractor’s expense, any shipments not containing the Agreement number or stock numbers as required under this section.
14. Deliveries
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement and hold Contractor liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute Deliverables elsewhere.
15. Price and Quantities
Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.
EXHIBIT 1 426
23 Elevator Technology, Inc. & Parking Authority of the City of Stockton
EXHIBIT E
COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:
1. Project Price
1.1 The maximum the Contractor shall be paid on this Agreement is $ 957,370 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.
1.2 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor.
Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii.
Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:
i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost. ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost. iii. Travel expenses shall be reimbursed in accordance with the City’s travel policy, which is incorporated herein by reference.
Reimbursement shall be made at actual costs with no markup added to the actual cost.
1.3 Following full execution of this contract, City agrees to pay the Contractor up to 50% of material costs, upon receipt of invoice to allow supply orders to be made.
Thereafter, the Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached.
Thereafter, Contractor must complete services based on the Agreement without EXHIBIT 1 427
24 Elevator Technology, Inc. & Parking Authority of the City of Stockton additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.
1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.
1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Contractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed __10__%.
2. Task Price. Below is the price for the services and reimbursable expenses as described in Exhibit A of this Agreement.
Parking
Garage
Base Bid Add Alternate Three (3) Year Maint.
Agrmt. Total
Arena $ - $ 17,270
$
24,345 $ 41,615
Market $ 155,655 $ 38,975
$
13,480 $ 208,110
Channel $ 320,450 $ 20,960
$
6,365 $ 347,775
Coy $ 17,900 $ 167,775
$
24,345 $ 210,020
SEB $ 17,900 $ 15,890
$
16,060 $ 49,850
Sub total $ 511,905 $ 260,870
$
84,595 $ 857,370
Contingency
(12%) $ 100,000
Total $ 957,370
3. Hourly Rates. A listing of hourly billable rates that the Contractor shall apply for services requested of the Contractor is defined within Attachment B and C. Contractor shall be compensated based on the hourly rates set forth, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this Agreement.
4. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:
EXHIBIT 1 428
25 Elevator Technology, Inc. & Parking Authority of the City of Stockton City of Stockton – Economic Development Department
Attention: Parking Authority
400 E Main Street, 4th Floor
Stockton, CA 95202
EXHIBIT 1 429
26 Elevator Technology, Inc. & Parking Authority of the City of Stockton
EXHIBIT F
TIMELINE
1. Contractor shall complete the requested services identified in Exhibit A as follows:
1.1 TIMELINE FOR COMPLETION OF WORK
1.1.1 The Contractor and City acknowledge the commencement of the project will follow the date reference in Section 2, page 1, of the Standard Agreement title page, but no later than six (6) weeks within the fully execution of the Contract, unless otherwise approved in writing by the City.
If the project is not operational by the date reference above, Contractor must submit notification to the City describing steps taken to initiate the project, reasons for delay, and the expected starting date. The following timeline is only meant as a guide:
a) Start of Project: No later than six (6) weeks of the Contractor receiving a fully executed copy of the Contract and payment receipt for 50% of materials.
b) Elevator downtime: Eight (8) to Ten (10) weeks, per elevator. c) Facility Schedule (any modifications to this list either do to finances or priority changes, will be at the sole discretion of the City and will be made in writing to the Contractor):
Site Location Elevators
Coy Garage 130 N. Hunter
Street 2
Market Garage 430 E. Market
Street 2
Channel Garage 350 E. Channel
Street 1
Steward Eberhardt
(SEB) Garage
15 N. Eldorado
Street 2
Arena Garage 310 W. Fremont
Street 2
EXHIBIT 1 430
Attachment A – Specifications & Itemized Requirements
Elevator Technology, Inc. & Parking Authority of the City of Stockton 1 SPECIFICATIONS
The equipment, materials, systems, and/or procedures hereunder will be defined as the work to be conducted, but not less than the governing federal, state, county, and local regulations applicable to this project.
Contractor must account for the following component(s) of the project, as specified on the general description below.
1.1 Hoistway Entrace: Frames, Door Panels, Transoms, Sight Guards, Astragals, Sills, Sill Supports, Fascia, Toe Guard, Dust Covers, Struts and Headers, Hangers, Hanger Covers, Closures, Relating Mechanism, Interlocks, Gibs, Access, Floor Identification, and Finish.
1.2 Elevator Car (Cabin): Frame, Platform, Safety Devices, Guide Shoes, Sills, Flooring, Toe Guard, Doors, Door Hangers, Door Header, Door Clutch, Door Operator, Door Contact, Door Protection Device, Top Control Station, Work Light and Receptacle, Top Exit Contact, Selector Tape Switch, and Elevator Communication System.
1.3 Machine Room: Hoist Machine, Hoist Ropes, Support Beams and Tie Downs, Guards, Controller, Selector, Group Controller, Governor, Governor Rope, Wiring, Lighting, Access, Ventilation, Disconnect Switch, Some Detectors, Heat Detector, Enclosure, Ladders/Stairs, and Hoist Beams.
1.4 Hoistway: Main Guide Rails (Car), Normal and Final Terminal Devices, Wiring and Traveling Cables, Ventilation, Enclosure, and Smoke Detectors.
1.5 Pit: Access Ladder, Access Door, Car Buffer, Counterweight Buffer, Governor Tension Sheave, Selector Tension Sheave, Compensation Sheave Assembly, Compensation Ropes/Chain, Stop Switches, Sump, Light, Light Switch, Outlet, Sprinkler, and Heat Detector.
1.6 Car Enclosure: Celling, Lighting, Ventilation, Walls, Panels, Returns, Handrails, and Flooring.
1.7 Operating Devices: Halls Pushbuttons, Car Position Indicator(s), Car Travel Lantern, Hall Position Indicators(s), and Smoke Detector. 2 Operating Devices
2.1 Microprocessor – based control: the specifications listed below only apply to the elevators located in Channel and Market Garage.
EXHIBIT 1 431
Elevator Technology, Inc. & Parking Authority of the City of Stockton
2.1.1 350 E. Channel Street: Include as a minimum, the following features:
a) Operate car without attendant from pushbuttons in car and located at each floor. When car is available, automatically start car and dispatch it to floor corresponding to registered car or hall call. Once car starts, respond to registered calls in direction of travel and in the order the floors are reached. b) Do not reverse car direction until all car calls have been answered, or until all hall calls ahead of car and corresponding to the direction of car travel have been answered.
c) Slow car and stop automatically at floors corresponding to registered calls, in the order in which they are approached in either direction of travel. As slowdown is initiated for a hall call, automatically cancel hall call. Cancel car calls in the same manner. Hold car at arrival floor for an adjustable time interval to allow passenger transfer.
d) Answer calls corresponding to direction in which car is traveling unless call in the opposite direction is highest (or lowest) call registered.
e) Illuminate appropriate pushbutton to indicate call registration.
Extinguish light when call is answered.
2.1.2 430 E. Market Street: Include as a minimum, the following features:
a) Approved microprocessor-based, group dispatch, car and motion control systems as follow – MCE Motion 2000 or Element for Hydraulic Units.
b) Register service calls from pushbuttons located at each floor and in each car. Slow cars and stop automatically at floors corresponding to registered calls. Make stops at successive floors for each direction of travel irrespective of order in which calls are registered except when bypassing hall calls to balance and improve overall service; stop only one car in response to a particular hall call. Simultaneous to initiation of slowdown of a car for a hall call, cancel that call. Render hall pushbutton ineffective until car doors begin to close after passenger transfer. Cancel car calls in the same manner. Give priority to coincidental car and hall calls in car assignment.
EXHIBIT 1 432
Elevator Technology, Inc. & Parking Authority of the City of Stockton
2.1.3 The specifications listed below are only applicable to the hydraulic elevators in Market and Channel Garage.
a) Low Oil Control: In the event oil level is insufficient for travel to the top floor, provide controls to return car to the main level and park until issue has been safely resolved.
b) Independent Service: Provide controls for operation of each car from its pushbuttons only. Close doors by constant pressure on desired destination floor button or door close button. Open doors automatically upon arrival at selected floor.
c) Car-to-Lobby Feature: Provide the means for automatic return to the Primary floor. Return car nonstop after answering preregistered car calls, and park with doors open for an adjustable time period of 60-90 seconds. Upon expiration of time period, car shall automatically revert to normal operation and close its doors until assigned as next car or until the car is placed on manual control via in-car attendant or out-of-service switch.
d) Firefighters’ Service: Provide equipment and operation in accordance with code requirements.
e) Automatic Car Stopping Zone: Stop car within 1/4” above or below the landing sill. Maintain stopping zone regardless of load in car, direction of travel, distance between landings. f) Motion Control: AC type with unit valve suitable for operation specified and capable of providing smooth, comfortable car acceleration and retardation. Limit the difference in car speed between full load and no load to not more than ±10% of the contract speed in either direction of travel.
g) Selective Leveling: Provide means to limit elevator car speed when traveling between adjacent floors.
h) Door Operation: Automatically open doors when car arrives at main floor. At expiration of normal dwell time, close doors.
Reopen doors when car is designated for loading. Provide “heavy door/variable air pressure” feature for consistent specified door operation within appropriate speed and inertia limits.
i) Standby Lighting and Alarm: Car mounted battery unit with solidstate charger to operate alarm bell and car emergency lighting.
Battery to be rechargeable with minimum five-year life
EXHIBIT 1 433
Elevator Technology, Inc. & Parking Authority of the City of Stockton expectancy. Include required transformer. Provide constant pressure test button in service compartment of car operating panel. Coordinate location of light fixture with appropriate code.
Provide lighting integral with portion of normal car lighting system.
2.1.4 Hydraulic Battery Lowering Units: Upon loss of normal power, provide controls to automatically lower the car(s) to the nearest lower landing.
Upon arrival at the nearest bottom landing, the elevator doors will open automatically and remain open until regular door time has expired. The elevator shall then become deactivated. The standby power source will be provided via battery unit(s) installed in machine room, including solidstate charger and testing means mounted in a common metal container.
Battery to be rechargeable lead acid or nickel cadmium with a ten-year life expectancy.
Upon restoration of normal power, the elevator will automatically resume normal operation.
2.1.5 Security System: As neither Market nor Channel Street Garages use any type of elevator security, none will be added at the outset of this project. Contractor shall, however, have new custom elevator control systems manufactured to have future provisions for hall and car security. 3 Hoistway Entrance
3.1 Frames: Retain existing frames.
3.2 Transom Panels: Retain existing.
3.3 Door Panels: Provide new door gibs with fire tabs at all floors. Minimum two (2) gibs per panel; one at leading edge and one at trailing edge of each panel.
3.4 Sight Guards: Retain existing.
3.5 Sills: Retain existing.
3.5.1 Clean, polish, check, and tighten all fastenings.
3.6 Sill Support: Retain existing.
3.6.1 Check and tighten all fastenings.
3.7 Fascia, Toe Guards, and Hanger Covers: Retain existing.
EXHIBIT 1 434
Elevator Technology, Inc. & Parking Authority of the City of Stockton
3.7.1 Provide as required where damaged or missing and check and tighten all fastenings.
3.8 Struts and Headers:
3.8.1 430 E. Market Street: Provide door open bumpers on entrances equipped with vertical struts.
3.8.2 350 E. Channel Street: Retain existing and check and tighten all fastenings.
3.9 Finish of Frames and Doors: Provide final painting requirements to the City where factory prime finish is specified.
3.10 Hall Control Stations: Contractor shall provide the following for pushbuttons:
3.10.1 Vandal resistant pushbutton and light assemblies.
3.10.2 Enlarged faceplate to cover existing wall block out and facilitate handicapped access requirements. Include approved engraved message and pictorial representation prohibiting use of elevator during fire or other emergency as part of faceplate.
3.10.3 Cutting and patching as required.
4 Signals
4.1 Hall Lantern: Provide vandal resistant lantern and light assemblies consisting of series of dots or lines for maximum visibility, or;
4.2 Car Direction Lantern: Contractor shall provide the following:
4.2.1 Vandal resistant lantern and light assemblies consisting of series of dots or lines for maximum visibility. Sound tone once for up direction and twice for down direction. Sound level shall be adjustable from 0-80 dBA measured at 5’-0” in front of hall control station and 3’-0” off floor.
4.2.2 Adjustable car door dwell time to comply with ADA requirements relative to hall call notification time. Car direction lenses shall be arrow shaped with faceplates. Lenses shall be minimum 2½” in their smallest dimension.
4.3 Car Position Indicator: Provide multi-numeral vandal resistant indicator and light assemblies. When a car leaves or passes a floor, illuminate indication representing position of car in hoistway. Illuminate proper direction arrow to indicate direction of travel.
EXHIBIT 1 435
Elevator Technology, Inc. & Parking Authority of the City of Stockton
4.4 Hall Position Indicator: Provide vandal resistant indicator and light assemblies. Mount integral with hall lanterns at each floor, where applicable.
4.5 Faceplate Material and Finish: Satin stainless-steel vandal resistant, all fixtures.
4.6 Voice Synthesizer: Provide new electronic device with easily reprogrammable message and voice to announce car direction, floor, emergency exiting instructions, etc.
5 Elevator Car (Cabin) and Group Performance
5.1 Frame: Retain Existing. Check and tighten all fastenings.
5.2 Platform: Retain existing.
5.2.1 Reinforce if required. Check and tighten all fastenings.
5.3 Guide Shoes: Provide new roller type with three or more spring-dampened sound-deadening rollers per shoe. Maximum roller rotation speed, 350 rpm.
5.4 Sills: Retain existing.
5.4.1 Clean, polish, check and tighten all fastenings.
5.5 Doors: Retain existing.
5.5.1 Retrofit dual gibs, one at trailing edge and one at leading edge of each panel.
5.6 Door Hangers: Provide new two-point hanger rollers with neoprene roller surface and suspension with eccentric upthrust roller adjustment.
5.7 Door Track: Provide new bar or formed, cold-drawn removable steel track with smooth roller contact surface.
5.8 Door Header: Provide new constructed of minimum 12-gauge steel, shape to provide stiffening flanges.
5.9 Door Electrical Contact: Provide new to prohibit car operation unless car door is closed.
5.10 Door Clutch: Provide new heavy-duty clutch, linkage arms, drive blocks and pickup rollers or cams to provide positive, smooth, quiet door operation.
EXHIBIT 1 436
Elevator Technology, Inc. & Parking Authority of the City of Stockton Design clutch so car doors can be closed, while hoistway doors remain open.
5.11 Restricted Opening Device: Provide new car-door interlock per code, to prevent opening of car doors outside unlocking zone.
5.11.1 Plunger type restrictors not acceptable.
5.12 Door Operator: Provide new.
5.12.1 Medium-speed heavy-duty door operator capable of opening doors at no less than 1½ fps. Accomplish reversal in no more than 2½" of door movement. Provide solid-state door control with closed loop circuitry to constantly monitor and automatically adjust door operation based upon velocity, position, and motor current. Provide a minimum of four controller- activated motion profiles, per floor, per door, to maintain consistent, smooth, and quiet door operation at all floors, regardless of door weight or varying air pressure.
Acceptable Closed-loop door operator(s): G.A.L MOVFR or equivalent value.
5.13 Door Control Device: Provide new.
5.13.1 Infrared Reopening Device: Black, fully enclosed device with full screen infrared matrix or multiple beams extending vertically along leading edge of each door panel to minimum height of 7' - 0" above finished floor.
Provide additional beams full height of door panels. Device shall prevent doors from closing and reverse doors at normal opening speed if beams are obstructed while doors are closing, except during nudging operation.
In event of device failure, provide for automatic shutdown of car at floor level with doors open.
Acceptable Infrared Reopening Devices: PANA40 Plus by Janus or equivalent value.
5.13.2 Nudging Operation: After beams of door control device are obstructed for a predetermined time interval (minimum 20.0-25.0 seconds), warning signal shall sound, and doors shall attempt to close with a maximum of
2.5-foot pounds kinetic energy. Activation of the door open button shall override nudging operation and reopen doors.
5.13.3 Interrupted Beam Time: When beams are interrupted during initial door opening, hold door open a minimum of 3.0 seconds. When beams are interrupted after the initial 3.0 second hold open time, reduce time doors EXHIBIT 1 437
Elevator Technology, Inc. & Parking Authority of the City of Stockton remain open to an adjustable time of approximately 1.0-1.5 seconds after beams are reestablished.
5.13.4 Differential Door Time: Provide separately adjustable timers to vary time that doors remain open after stopping in response to calls. a) Car Call: Hold open time adjustable between 3.0 and 5.0 seconds.
b) Hall Call: Hold open time adjustable between 5.0 and 8.0 seconds.
Use hall call time when car responds to coincidental calls.
5.14 Car Operating Panel: Provide new vandal resistant:
5.14.1 One car operating panel with faceplate, consisting of a metal box containing vandal resistant operating fixtures, mounted behind the car front return panel. Faceplate shall be hinged and constructed of satin finish stainless steel.
5.14.2 Suitably identify floor buttons, alarm button, door open button, door close button, and emergency push-to-call button with SCS, Visionmark, or Entrada cast tactile symbols surface mounted. Configure plates per local building code accessibility standards including Braille. Locate operating controls no higher than 48" above the car floor; not lower than 35" for emergency push-to-call button and alarm button.
5.14.3 Minimum 3/4" diameter raised or flush floor pushbuttons which illuminate to indicate call registration. Include 5/8" high floor designation on face of pushbutton.
5.14.4 Alarm button to ring bell located on car, and sound distress signal at control panel. Illuminate button when actuated.
5.14.5 Keyed stop switch at bottom of car operating panel in locked car service compartment. Arrange switch to sound main control panel distress signal when actuated. Mark device to indicate “run” and “stop” positions.
5.14.6 “Door open” button to stop and reopen doors or hold doors in open position.
5.14.7 “Door close” button to activate door close cycle. Cycle shall not begin until normal door dwell time for a car or hall call has expired, except firefighters’ operation.
EXHIBIT 1 438
Elevator Technology, Inc. & Parking Authority of the City of Stockton
5.14.8 Firefighters’ Phase II key switch with engraved instructions, as required by appropriate regulation, filled red. Include light jewel, audible signal, and call cancel button.
5.14.9 Lockable service compartment with recessed flush door. Door material and finish shall match car return panel or car operating panel faceplate.
Inside surface of door shall contain an integral flush window for displaying the elevator operating permit.
5.14.10 Include the following controls in lockable service cabinet with function and operating positions identified by permanent signage or engraved legend:
a) Inspection switch.
b) Light switch.
c) Two-position exhaust blower switch.
d) Independent service switch.
e) Constant pressure test button for battery pack emergency lighting.
f) 120-volt, AC, GFCI protected electrical convenience outlet. g) Stop switch.
h) Car lighting dimmer switch.
5.14.11 Car Top Control Station: Provide new to provide safe access and utilization while standing in an upright position on car top.
5.14.12 Communication System:
a) “Push to Call,” two-way communication instrument in car with automatic dialing, tracking, and recall features with shielded wiring to car controller in machine room. Provide dialer with automatic rollover capability with minimum two numbers. Provide consolidator to allow multiple phones connected to one line. b) “Push to Call” button or adjacent light jewel shall illuminate and flash when call is acknowledged. Button shall match car operating panel pushbutton design. Provide uppercase “PUSH TO CALL,” “HELP ON THE WAY” engraved signage adjacent to button.
EXHIBIT 1 439
Elevator Technology, Inc. & Parking Authority of the City of Stockton c) Provide “Push to Call” button tactile symbol, engraved signage, and braille adjacent to button mounted integral with car front return panel.
5.14.13 Car Speed: ±10% of contract speed under any loading condition.
5.14.14 Car Capacity: Safely lower, stop and hold 125% of rated load.
5.14.15 Car Stopping Zone: ±1/4" under any loading condition.
5.14.16 Door Opening Time: 2.8 seconds from start of opening to fully open.
5.14.17 Door Closing Time: 3.4 seconds from start of closing to fully closed.
5.14.18 Car Floor-to-Floor Performance Time: Seconds from start of doors closing until doors are ½ open, and car is level and stopped at next successive floor under any loading condition or travel direction (based on 12'-0" typical floor height).
a) 430 E. Market Steet Elevators 1 -2: 14.5 seconds
b) 350 E. Channel Street Elevator 1: 19.0 seconds
5.14.19 Pressure: Fluid system components shall be designed and factorytested for 500 psi. Maximum operating pressure shall be 400 psi.
5.14.20 Car Ride Quality:
a) Horizontal and vertical acceleration within car during all riding and door operating conditions. Not more than 20 mg peak to peak (adjacent peaks) in the 1-10 Hz range.
b) Acceleration and Deceleration: Smooth constant and not less than 3 feet/second² with an initial ramp between 0.5 and 0.75 second.
c) Measurement Standards: Measure and evaluate ride quality consistent with ISO 18738, using low pass cutoff frequency of 10 Hz and A95 peak-to-peak average calculations.
5.14.21 Noise and Vibration Control:
a) Airborne Noise: Measured noise level of elevator equipment and its operation shall not exceed 60 dBA inside car under any condition including door operation and car ventilation exhaust blower on its highest speed. Limit noise level in the machine room relating to elevator equipment and its operation to no more than EXHIBIT 1 440
Elevator Technology, Inc. & Parking Authority of the City of Stockton 80 dBA. All dBA readings to be taken 3'-0" off the floor and 3'-0" from the equipment using the “A” weighted scale.
b) Vibration Control: All elevator equipment provided under this contract, including power unit, controller, oil supply lines, and their support shall be mechanically isolated per governing code from the building structure and electrically isolated from the building power supply and to each other to minimize the possibility of objectionable noise and vibrations being transmitted to occupied areas of the building.
6 Machine Room
6.1 Pump Unit: Assembled unit consisting of positive displacement pump, induction motor, master-type control valves combining safety features, holding, direction, bypass, stopping, manual lowering functions, shut off valve, oil reservoir with protected vent opening, oil level gauge, outlet strainer, muffler, all mounted on isolating pads. Provide SCR soft start with closed transition.
6.2 Controller: UL/CSA labeled.
6.2.1 Compartment: Securely mount all assemblies, power supplies, chassis switches, relays, etc., on a substantial, self-supporting steel frame. Completely enclose equipment with covers. Provide means to prevent overheating.
6.2.2 Relay Design: Magnet operated with contacts of design and material to insure maximum conductivity, long life, and reliable operation without overheating or excessive wear. Provide wiping action and means to prevent sticking due to fusion. Contacts carrying high inductive currents shall be provided with arc deflectors or suppressors.
6.2.3 Microprocessor-Related Hardware. Provide the following:
a) Built-in noise suppression devices which provide a high level of noise immunity on all solid-state hardware and devices. b) Power supplies with noise suppression devices.
c) Isolate inputs from external devices, such as pushbuttons, with opto-isolation modules.
d) Design control circuits with one leg of power supply grounded.
EXHIBIT 1 441
Elevator Technology, Inc. & Parking Authority of the City of Stockton e) Safety circuits will not be affected by accidental grounding of any part of the system.
f) System will automatically restart when power is restored. g) System memory will be retained in the event of power failure or disturbance.
h) Equipment with Electro Magnetic Interference (EMI) shielding within FCC guidelines.
6.2.4 Wiring: CSA labeled copper for factory wiring. Neatly route all wiring interconnections and securely attach wiring connections to studs or terminals.
6.2.5 Permanently mark components, relays, fuses, PC boards, etc., with symbols shown on wiring diagrams.
6.2.6 Muffler: Provide in discharge oil line near pump unit. Design shall dampen and absorb pulsation and noise in the flow of hydraulic fluid.
6.2.7 Piping and Oil: Provide piping, connections, and oil for the system. A minimum of two sound isolation shall be provided between the pump unit, oil line, and jack unit that will include isolated pipe stands or hangers as required.
6.2.8 Shutoff Valve: Manual valve in line adjacent to pump unit and provide second valve in pit adjacent to jack unit.
7 Hoistway
7.1 Guide Rails: Retain main guide rails in place and perform the following:
7.1.1 Clean rails, brackets and femove rust.
7.1.2 Check all rail and bracket fastenings and tighten.
7.1.3 Realign rails as required to provide smooth car ride.
7.1.4 Provide supplemental rail brackets and/or backing as required by code or to enhance car ride quality.
7.2 Buffers:
7.2.1 430 E. Market Street: Rebuild/Refurbish as required and paint.
EXHIBIT 1 442
Elevator Technology, Inc. & Parking Authority of the City of Stockton
7.2.2 350 E. Channel Street: Rebuild/Refurbish as required and paint.
7.3 Hydraulic Jack Assembly:
7.3.1 Cylinders:
a) Plungers: Polished seamless steel tubing or pipe. If plunger length exceeds 24’, provide two or more sections not exceeding 16’ in length, or coordinate installation of longer unit at the jobsite.
Join sections by internal threaded couplings. Multiple section jack units shall be factory polished while assembled and marked for proper future reassembly. Isolate plunger from car frames. b) Should the selected contractor encounter water or any unexpected materials that will alter the contractual pricing, Contractor shall safely discontinue the drilling process and immediately notify the City of the conditions encountered. The contractor shall create and submit in writing, a separate proposal that addresses the additional time and materials needed to continue the elevator upgrade project. The City reserves the right to determine the best course of action not covered in current project contract without obligation to the Contractor.
7.4 Jack Support and Fluid Shut-Off Valves: Retain existing steel pit channels to support jack assembly and transmit loads to building structure. Provide intermediate stabilizers as required and manual on/off valves in oil lines adjacent to pump unit and jack units in pit adjacent to jack units.
7.5 Overspeed Valves: Provide a pressure sensitive, mechanically-actuated seismic safety valve, conforming to ASME A17.1, Rule 2410.6, 3.19.4.7.
Connect valve directly to jack assembly inlet.
7.6 Terminal Stopping: Provide normal and final devices. Provide emergency terminal speed limiting devices.
7.7 Electrical Wiring and Wiring Connections: Provide new.
7.7.1 Conductors and Connections:
a) Copper throughout with individual wires coded and connections on identified studs or terminal blocks.
b) Use no splices or similar connections in wiring except at terminal blocks, control compartments, or junction boxes.
EXHIBIT 1 443
Elevator Technology, Inc. & Parking Authority of the City of Stockton c) Ten percent (10%) spare conductors throughout. Run spare wires from car connection points to individual elevator controllers in the machine room.
d) Four (4) pair of spare shielded communication wires in addition to those required to connect specified items.
e) Tag spares in machine room.
7.7.2 Conduit:
a) Painted or galvanized steel conduit, EMT, or duct.
b) Flexible heavy-duty service cord may be used between fixed car wiring and car door switches for door protective devices. c) Conduit from the closest hoistway of each elevator group or single elevator to the firefighters’ control room, and/or main control console. Coordinate size, number, and location of conduits with sub-contractor.
7.7.3 Traveling Cables:
a) Flame and moisture-resistant outer cover.
b) Prevent traveling cable from rubbing or chafing against hoistway or equipment within hoistway.
7.8 Entrance Equipment: Provide new.
7.8.1 Door Hangers: Two-point hanger roller with neoprene roller surface and suspension with eccentric upthrust roller adjustment.
7.8.2 Door Tracks: Bar or formed, cold-drawn removable steel tracks with smooth roller contact surface.
7.8.3 Door Interlocks: Operable without retiring cam. Paint interlock box flat black.
7.8.4 Door Closers: Spring, spirator, or jamb/strut mounted counterweight type. Design and adjust to insure smooth, quiet mechanical close of doors.
7.9 Hoistway Access Switches: Provide new. Mount in entrance frame side jamb at top and bottom floors, as applicable. Provide switch with faceplate.
EXHIBIT 1 444
Elevator Technology, Inc. & Parking Authority of the City of Stockton
7.10 Floor Numbers: Stencil paint 4" high floor designations in contrasting color on inside face of hoistway doors or hoistway fascia in location visible from within car.
8 Car Enclosure
8.1 Retain existing. Modify as required for application of new signal and pushbutton fixtures. Check and tighten all fasteners.
8.2 Retain existing car shell. Remove existing interior finishes, weigh, and document. Check and tighten all fastenings. Provide new vandal resistance interior finishes. Verify weight of new interior finishes does not exceed weight of removed finishes by more than allowable code. Modify shell for application of new signal and pushbutton fixtures.
8.3 Alternate: Provide new and complete as specified herein:
8.3.1 Shell: Reinforced 14-gauge furniture steel formed panels with baked enamel interior finish as selected. Apply sound-deadening mastic to exterior.
8.3.2 Canopy: Reinforced 12-gauge furniture steel formed panels with lockable, hinged emergency exit. Interior finish white reflective baked enamel.
8.3.3 Front Return Panels and Integral Entrance Columns: Reinforced 14- gauge satin stainless steel. Swing entire unit on substantial pivot points (minimum three) for service access to car operating panels.
Locate pivot points to provide full swing of front return panel without interference with side wall finish or handrail. Secure in closed position with concealed three-point latch. Provide service compartment with recessed flush cover and cutouts for operating switches, etc.
8.3.4 Front Return Panels: Reinforced 14-gauge satin stainless steel with cutouts for car operating panels and other equipment.
8.3.5 Entrance Columns: Reinforced 14-gauge satin stainless steel.
8.3.6 Transom: Reinforced 14-gauge satin stainless steel full width of enclosure with cutout for car position indicator.
8.3.7 Car Door Panels: Reinforced minimum 16-gauge satin stainless steel finish. Same construction as hoistway door panels.
Architectural metal cladding shall wrap around leading and trailing EXHIBIT 1 445
Elevator Technology, Inc. & Parking Authority of the City of Stockton edge of panel and return a minimum of 1/2" on rear side of leading edge of panel.
8.3.8 Base: Stainless steel with concealed ventilation cutouts.
8.3.9 Interior Wall Finish: Rigidized Metals Corp. Pattern 3ND, 304 SS, Satin Finish (#4), and 0.024” gauge or equal. Submit all patterns in the same price group for City review and approval.
8.3.10 Ventilation: Two-speed model exhaust blower mounted to car canopy on isolated rubber grommets. Exhaust blower will meet code requirements.
8.3.11 Lighting: Provide LED fixtures with wiring and hookup. Coordinate with emergency lighting requirements. Provide emergency lighting integral with portion of normal car lighting system, include required transformer, and provide temporary lighting as required.
8.3.12 Suspended Ceiling: Three-section translucent plastic panels mounted in an extruded aluminum angle and T-frame.
8.3.13 Handrails: Minimum 1 ¼” diameter stainless steel tubular grab bar across rear walls.
8.3.14 Pads and Buttons: Three-piece vandal resistant pads. Two pads covering side walls and adjacent front returns and one covering rear wall. Provide cutouts to access main car operating panel. 9 Elevator Lobby Communication System
9.1 Two-way communication system for all floors of SEB Garage at 15 N. El Dorado Street, and all floors of Coy Garage at 130 N. Hunter Street. The command base station shall be located on the first floor, and all floors above shall have call boxes to permit two-way communication with persons requiring accessible accommodations request assistance for evacuation of the parking garages for compliance with 2019 California Building Code Section 1009.8.
9.2 System includes RATH SmartRescue Base Station, Call Boxes and Signage, or a similar system with equivalent capabilities.
9.3 System Description:
9.3.1 The Base Station is to be located at a central control point on the first floor or as determined by local Authority Having Jurisdiction. Call EXHIBIT 1 446
Elevator Technology, Inc. & Parking Authority of the City of Stockton Boxes are to be located on all floors above the first floor, ideally next to a stairwell emergency exit or elevator landing on each floor.
9.3.2 The Base Station must be capable of handling a minimum of 5 Call Boxes. Visual indicators on the Base Station allow rescue personnel to know which Call Box needs assistance. The Base Station must allow rescue personnel to speak to all Call Boxes or individual Call Boxes.
9.3.3 The emergency communication hardware shall comply with the Americans with Disabilities Act (ADA). The Call Box shall have the ability to be programmed with up to 5 emergency phone numbers.
Upon activation of the emergency push button, a call will be automatically placed to the Base Station. If no one answers at the Base Station, the Call Box must dial a secondary location outside the building to activate two-way off-site person to person voice communication via landline, cellular device (part # 2100- LTEGSM4), or IP (part # 2100- VOIP2CS).
9.4 Base Station:
9.4.1 The Base Station must have a Stainless Steel or powder coated steel housing, red coil cord emergency handset, be 24vdc or 120vac powered and include a rechargeable battery to maintain backup power for a minimum of 4 hours of talk time.
9.4.2 The Call Boxes must be in full compliance with ADA requirements.
Call Boxes require a hands-free speakerphone with an LED to indicate status of call.
9.4.3 The Call Boxes must allow the programming in of a specific location message of the Call Box. This allows rescue personnel to know the location of the activated Call Box.
9.4.4 The Call Boxes are to be located no higher than 48” front reach, or 54” side reach to the center of the push button above ground level to ensure conformance with the ADA requirements.
9.4.5 The Area of Refuge Call Boxes must have a Braille face plate to ensure conformance with the ADA requirements.
9.4.6 The Base Station must provide an audible and visual indicator that a Call Box has been activated.
9.4.7 The power supply must be capable of supplying power to a minimum of 10 Call Boxes and the Base Station.
EXHIBIT 1 447
Elevator Technology, Inc. & Parking Authority of the City of Stockton
9.5 Mounting:
9.5.1 The Base Station is to be mounted on a wall, surface or flush mounted.
9.5.2 Call Boxes are to be wall, surface or flush mounted.
9.6 Electrical:
9.6.1 Call Boxes and Base Station are to be powered by RATH® 24vdc Power Supply part # 2500- PWR24U or like quality. Base Station to have option of 120vac power. Wiring shall be RATH® Custom Power Cable (part # RP7500094P) or like quality.
9.6.2 Wiring from the Base Station to the Call Boxes shall be RATH® Custom Communication Cable (part # RP7500094). If CI 2-hour firerated cable is required, use RATH® Communication Cable part # RP6600300M or like quality.
9.6.3 Call Boxes must have built-in battery backup and include a rechargeable battery to maintain backup power for a minimum of 4 hours of talk time. If Call Boxes require protective covers per local municipal codes, use RATH® 2100- XXXSSRC2 or like quality.
9.6.4 Base Station must have a built-in battery backup and include a rechargeable battery to maintain backup power for a minimum of 4 hours of talk time.
9.6.5 System will follow all state and local electrical codes.
9.7 Communications:
9.7.1 The Call Boxes will have an ADA compliant and vandal resistant speakerphone.
9.7.2 The Call Boxes will be hands-free and be a push-button-once to talk system. Once the button has been pushed, the Call Box will call the Base Station. If no answer at the Base Station, it will automatically call pre- programmed emergency numbers. The Call Box must be capable of being programmed with up to 5 emergency numbers.
9.7.3 Call Box will have location message capability. Call Box must have a minimum 18 second recordable message capability,
programmable to play 1 or 2 times. Call Box shall notify called party EXHIBIT 1 448
Elevator Technology, Inc. & Parking Authority of the City of Stockton of the location of the call upon being received at the emergency dispatch center.
9.7.4 Call Box shall be capable of allowing the called party to replay the location message if necessary to ensure an understanding of the caller location.
9.7.5 If system is not attended 24 hours a day, the Call Box must dial a secondary location outside the building to activate two-way off-site person to person voice communications.
9.7.6 Once call has been made (button pushed), the call can only be terminated by the called party.
9.7.7 Call Box must have a red LED that will light up upon push of the button. The light shall be a solid color when the Call Box is activated and will flash when call has been answered.
9.7.8 The Call Box must be capable of being programmed and reprogrammed on-site and remotely.
9.7.9 Standard Call Box features:
a) Five number programming.
b) Operating temperature of between -40°F to+150°F
c) (-40° to + 65° C).
d) Programmable passwords.
e) EEPROM memory to protect programming.
9.8 Signage:
9.8.1 Cabling for two-way communication system will meet the applicable requirements for pathway survivability. Cabling installation shall consist of one or more of the following:
a) 2-hour fire-rated cable system.
b) 2-hour fire-rated enclosure or protected area.
9.9 Installation:
9.9.1 All installation of equipment, conduit and cable shall be in accordance with the Contract Documents and instructions provided by the manufacturer.
9.9.2 Install wire and cable in conduit 3/4” minimum.
EXHIBIT 1 449
Elevator Technology, Inc. & Parking Authority of the City of Stockton
9.9.3 Neatly dress and lace all wiring at terminal blocks. Maintain color code from beginning to end of conduit.
9.9.4 Perform this work as directed herein and as indicated on the drawings, and in accordance with acknowledged industry and professional standards and practices, including EIA, IHF, CEC and UL.
9.10 System Performance Testing and Adjusting Procedures:
9.10.1 Observe testing of and verify performance of the system in the presence of the Owner’s Representative, pursuant to the specifications herein:
a) Verify proper operation of each communications path. b) Verify that system intelligibility is acceptable and substantially free of distortion or other degrading effects.
9.10.2 Provide a minimum of four hours of training to designated City Representatives in not less than two sessions. Provide training documentation as final documentation.
10 Materials and Finishes
10.1 The following are the standards for materials as appropriate for the project:
10.1.1 Steel:
a) Sheet Steel (Furniture Steel for Exposed Work): Stretcherleveled, cold- rolled, commercial quality carbon steel, complying with ASTM A366, matte finish.
b) Sheet Steel (for Unexposed Work): Hot-rolled, commercial quality carbon steel, pickled and oiled, complying with ASTM
A568/A568M-03.
c) Structural Steel Shapes and Plates: ASTM A36.
10.1.2 Stainless Steel: Type 302, 304, or 441 complying with ASTM A240, with standard tempers and hardness required for fabrication, strength, and durability. Apply mechanical finish on fabricated work in the locations shown or specified, Federal Standard and NAAMM nomenclature, with texture and reflectivity required to match Architect’s sample. Protect with adhesive paper covering.
EXHIBIT 1 450
Elevator Technology, Inc. & Parking Authority of the City of Stockton a) No. 4 Satin: Directional polish finish. Graining directions as shown or, if not shown, in longest dimension.
b) No. 8 Mirror: Reflective polish finish with no visible graining. c) Burnished: Non-directional, random abrasion pattern.
10.1.3 Aluminum: Extrusions per ASTM B221; sheet and plate per ASTM B209.
10.1.4 Plastic Laminate: ASTM E84 Class A and NEMA LD3.1, Fire-Rated Grade (GP- 50), Type 7, 0.050" ±.005" thick, color and texture as follows:
a) Exposed Surfaces: Color and texture selected by Architect. b) Concealed Surfaces: Contractor’s standard color and finish.
10.1.5 Fire-Retardant Treated Particle Board Panels: Minimum 3/4" thick backup for natural finished wood and plastic laminate veneered panels, edged and faced as shown, provided with suitable anti-warp backing; meet ASTM E84 Class “I” rating with a flame-spread rating of 25 or less, registered with local authorities for elevator finish materials.
10.1.6 Natural Finish Wood Veneer: Standard thickness, 1/40" thoroughly dried conforming to ASME/HPMA HP-1983, Premium Grade. Place veneer, tapeless spliced with grain running in direction shown, belt and polish sanded, book matched. Species and finish designated and approved by Architect.
10.1.7 Paint: Clean exposed metal parts and assemblies of oil, grease, scale, and other foreign matter and factory paint one shop coat of standard rust-resistant primer. After erection, provide one finish coat of industrial enamel paint. Galvanized metal need not be painted.
10.1.8 Prime Finish: Clean all metal surfaces receiving a baked enamel paint finish of oil, grease, and scale. Apply one coat of rust-resistant primer followed by a filler coat over uneven surfaces. Sand smooth and apply final coat of primer.
10.1.9 Baked Enamel Finish: Prime finish per above. Unless specified “prime finish” only, apply and bake three additional coats of enamel in the selected solid color.
EXHIBIT 1 451
Elevator Technology, Inc. & Parking Authority of the City of Stockton
10.1.10 Entrance Field Paint: Clean all surfaces of dirt and grease. Sand and finish surfaces as necessary to remove pits and scratches and prepare surface for painting. Apply filler to ensure smooth surface, sand and apply one coat of electrostatic enamel in the selected solid color.
10.1.11 Refinishing of natural metals: Remove existing protective finish.
Buff as necessary to remove scratches. Re-grain or finish as specified and protect as indicated for metal type.
10.1.12 Entrance Support Equipment within Hoistway: Include strut angles, headers, sill support angles, fascia, hanger covers, etc. Clean, remove, and check for corrosive activity. Replace components that exhibit severe deterioration. Tighten all fastenings. Repaint exposed surfaces with two coats of rust preventive primer.
10.1.13 Glass: Laminated safety glass, minimum 9/16" thick, conforming to ANSI Z97.1 and CPSC 16 CFR Part 1201.
11 Colors of Factory-Finished Equipment
11.1 All colors will be selected from the Manufacturer’s standard range unless custom colors are specified and approved by the City, prior to installation.
11.2 Submit samples of all standard colors available and/or specified custom colors for review and approval.
11.3 Submit samples of all specified architectural metals specified for review and approval by the City.
EXHIBIT 1 452
Elevator Technology, Inc. & Parking Authority of the City of Stockton Itemized Requirements
Arena Garage – 310 W. Fremont Street: The two machine-room-less (MRL) traction elevators were manufactured and installed by KONE, Inc in 2005 and 2006. Both elevators have a rated capacity of 3,500 lbs., travel at a speed of 350 fpm, and serve 7 landings. The entrances are 42” wide x 84” high power-operated center-opening doors.
ARENA GARAGE - 310 W. FREMONT
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
HOISTWAY ENTRANCE (Side Slide/Swing)
Frames X
Door Panels X
Transoms X
Sight Guards X
Astragals X
Vision Panels X
Sills X
Sill Supports X
Fascia X
Toe Guard X
Dust Covers X
Struts and Headers X
Hangers X
Hanger Covers X
Closers X
Relating Mechanism X
Interlocks X
Gibs X
Access X
Floor Identification X
Finish X
CAR
Frame X
Sheave X
Platform X
Safety Devices X
Isolation X
Load Weighing Device X
Car Guide Rails X
Guide Shoes X
EXHIBIT 1 453
ARENA GARAGE - 310 W. FREMONT
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
Sills X
Flooring X
Fireproofing X
Toe Guard X
Doors X
Door Hangers X
Door Header X
Door Clutch X
Door Unlocking Device X
Door Operator X
Door Contact X
Door Protection Device X
Photo Eyes X
Top Control Station X
Work Light and Receptacle X
Top Exit Contact X
Selector Tape Switch X
Side Exit Contact X
MACHINE ROOM
Hoist Machine X
Hoist Ropes X
Support Beams and Tie Downs X
Guards X
SCR Drive X
Motor Generator X
Controller X
Selector X
Group Controller X
Governor X
Governor Rope X
Wiring X
Lighting X
Access X
Ventilation X
Disconnect Switch X
Sprinklers X
Smoke Detectors X
EXHIBIT 1 454
ARENA GARAGE - 310 W. FREMONT
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
Heat Detector X
Enclosure X
Trap Door X
Heating/Air Conditioning X
Foreign Equipment X
Ladders/Stairs X
Hoist Beams X
HOISTWAY
Main Guide Rails (Car) X
Normal and Final Terminal Devices X
Wiring and Traveling Cables X
Projections X
Setbacks X
Ventilation X
Enclosure X
Smoke Detectors X
Sprinklers X
Foreign Equipment X
PIT
Access Ladder X
Access Door X
Car Buffer X
Counterweight Buffer X
Governor Tension Sheave X
Selector Tension Sheave X
Compensation Sheave Assembly X
Compensation Ropes/Chain X
Stop Switches X
Sump X
Light X
Light Switch X
Outlet X
Sprinkler X
Heat Detector X
CAR ENCLOSURE
Ceiling X
Lighting X
EXHIBIT 1 455
Ventilation X
Walls X
Panels X
Returns X
Handrails X
Flooring X
OPERATING DEVICES
Hall Pushbuttons X Add Alternate: vandal resistant.
Access Switches X
Firefighters’ Hall Station X
Main Car Station X Add Alternate: vandal resistant.
Auxiliary Car Station X
Communications System Wiring X
Lobby Panel X
Fire Command Center X
Signaling Devices X
Car Position Indicator X
Car Travel Lantern X
Hall Position Indicator X
Hall Position Indicator with Lanterns X
Smoke Detector X
Market Street Garage – 430 E. Market Street: The two hydraulic elevators were manufactured and installed by Amtech in 1989. Both elevators have a rated capacity of 3,500 lbs., travel at a speed of 125 fpm, and serve 4 landings. The entrances are 42” wide x 84” high power-operated side-opening doors.
MARKET STREET GARAGE –
430 E. MARKET STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
HOISTWAY ENTRANCE (Side Slide/Swing)
Frames X See Specifications
Door Panels X
Transoms X
Sight Guards X
Astragals X
Vision Panels X
Sills X
Sill Supports X
EXHIBIT 1 456
MARKET STREET GARAGE –430 E.
MARKET STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW
NOTES
Fascia X
Toe Guard X
Dust Covers X
Hanger Covers X
Closers X
Relating Mechanism X
Interlocks X
Gibs X
Access X
Floor Identification X
Finish X
CAR
Frame X Cab configuration is exposed directly to the
elements.
Sheave X
Platform X
Safety Devices X
Isolation X
Load Weighing Device X
Car Guide Rails X
Guide Shoes X Clean as needed
Sills X
Flooring X
Fireproofing X
Toe Guard X
Doors X
Door Hangers X
Door Header X
Door Clutch X
Door Unlocking Device X
Door Operator X
Door Contact X
Door Protection Device X
Top Control Station X
EXHIBIT 1 457
MARKET STREET GARAGE –430 E.
MARKET STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW
NOTES
Work Light and Receptacle X
Top Exit Contact X
Selector Tape Switch X
MACHINE ROOM
Controller X
Selector X
Wiring X
Pump Unit X
Shut-Off Valve X
Muffler X
Piping X
Piping Support X
Lighting X
Ventilation X
Disconnect Switch X
Smoke Detectors X
Enclosure X
Heating/Air Conditioning X
HOISTWAY
Main Guide Rails (Car) X
Normal and Final Terminal Devices X
Wiring and Traveling Cables X
Projections X
Setbacks X
Ventilation X
Enclosure X
PIT
Access Ladder X Present and Code Compliant
Car Buffer X
Stop Switches X
Plunger X
Cylinder X New Cylinder: Replacement with PVS
encased cylinder.
Shut-Off Valve X
EXHIBIT 1 458
MARKET STREET GARAGE –430 E.
MARKET STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW
NOTES
Piping X
Piping Support X
Scavenger X
Sump X
Light X
Light Switch X
Outlet X
CAR ENCLOSURE
Ceiling X Add Alternate: cab allowance for new
Lighting X Add Alternate: cab allowance for new
Ventilation X Add Alternate: cab allowance for new
Walls X
Panels X Add Alternate: cab allowance for new
Returns X
Handrails X Add Alternate: cab allowance for new
Flooring X Add Alternate: cab allowance for new
OPERATING DEVICES
Hall Pushbuttons X
Access Switches X
Firefighters’ Hall Station X
Main Car Station X
Communications System Wiring X
Fire Command Center X
Signaling Devices X
Car Position Indicator X
Car Travel Lantern X
Hall Position Indicator X
Smoke Detector X
Channel Street Garage – 350 E. Channel Street: The one hydraulic elevator was manufactured and installed by Dover Elevator Systems Inc. in 1961. The elevator does have a rated capacity of 2,500 lbs., travel at a speed of 65 fpm, and serve 4 landings. The entrance is 36” wide x 84” high power-operated side-opening doors.
EXHIBIT 1 459
CHANNEL STREET GARAGE -
330 E. CHANNEL STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
HOISTWAY ENTRANCE (Side Slide/Swing)
Frames X
Door Panels X
Transoms X
Sight Guards X
Astragals X
Vision Panels X
Sills X
Sill Supports X
Fascia X
Toe Guard X
Dust Covers X
Struts and Headers X
Hangers X
Hanger Covers X
Closers X
Relating Mechanism X
Interlocks X
Gibs X
Access X
Floor Identification X
Finish X
CAR
Frame X
Platform X
Plunger Isolation X
Load Weighing Device X
Car Guide Rails X
Guide Shoes X
Sills X
Flooring X
Fireproofing X
Toe Guard X
Doors X
Door Hangers X
Door Header X
Door Clutch X
EXHIBIT 1 460
CHANNEL STREET GARAGE -330 E.
CHANNEL STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
Provide
New NOTES
Door Operator X
Door Contact X
Door Protection Device X
Top Control Station X
Work Light and Receptacle X
Top Exit Contact X
Selector Tape Switch X
MACHINE ROOM
Controller X
Selector X
Wiring X
Pump Unit X
Shut-Off Valve X
Muffler X
Piping X
Piping Support X
Lighting X
Access X
Ventilation X
Disconnect Switch X
Smoke Detectors As Required
Enclosure X
Heating/Air Conditioning X
HOISTWAY
Main Guide Rails (Car) X
Normal and Final Terminal Devices X
Wiring and Traveling Cables X
Projections X
Setbacks X
Ventilation X
Enclosure X
Smoke Detectors As Required
EXHIBIT 1 461
CHANNEL STREET GARAGE -330 E.
CHANNEL STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
Provide
New
NOTES
PIT
Access Ladder X
Car Buffer X
Stop Switches X
Plunger X
Cylinder X New Cylinder: Replacement
with PVS encased cylinder.
Shut-Off Valve X
Piping X
Piping Support X
Scavenger X
Light X
Light Switch X
Outlet X
CAR ENCLOSURE
Ceiling X Add Alternate: cab allowance for
new
Lighting X Add Alternate: cab allowance for
new
Ventilation X Add Alternate: cab allowance for
new
Walls X
Panels X Add Alternate: cab allowance for
new
Returns X
Handrails X Add Alternate: cab allowance for
new
Flooring X Add Alternate: cab allowance for
new
OPERATING DEVICES
Hall Pushbuttons X
Access Switches X
Firefighters’ Hall Station As Required
EXHIBIT 1 462
CHANNEL STREET GARAGE -330 E.
CHANNEL STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
Provide
New
NOTES
Main Car Station X
Communications System Wiring X
Signaling Devices X
Car Position Indicator X
Car Travel Lantern X
Smoke Detector As Required
Coy Garage – 130 N. Hunter Street: The machine-room-less traction passenger elevator was manufactured and installed by Kone in 2006. The elevator has a rated capacity of 3,500 lbs., travels at a speed of 350 fpm, and serves 6 landings. The entrances are 42” wide x 84” high power-operated center-opening doors.
EDMOND COY GARAGE -
130 N. HUNTER STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
HOISTWAY ENTRANCE (Side Slide/Swing)
Frames X
Door Panels X
Transoms X
Sight Guards X
Astragals X
Vision Panels X
Sills X
Sill Supports X
Fascia X
Toe Guard X
Dust Covers X
Struts and Headers X
Hangers X
Hanger Covers X
Closers X
Relating Mechanism X
Interlocks X
Gibs X
Access X
Floor Identification X
Finish X
EXHIBIT 1 463
EDMOND COY GARAGE -130 N. HUNTER
STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW OTES
CAR
Frame X
Sheave X
Platform X
Safety Devices X
Isolation X
Load Weighing Device X
Car Guide Rails X
Guide Shoes X
Sills X
Flooring X
Fireproofing X
Toe Guard X
Doors X
Door Hangers X
Door Header X
Door Clutch X
Door Unlocking Device X
Door Operator X
Door Contact X
Door Protection Device X
Photo Eyes X
Top Control Station X
Work Light and Receptacle X
Top Exit Contact X
Selector Tape Switch X
Side Exit Contact X
MACHINE ROOM
Hoist Machine X
Hoist Ropes X
Support Beams and Tie Downs X
Guards X
SCR Drive X
Motor Generator X
Controller X
Selector X
Group Controller X
EXHIBIT 1 464
EDMOND COY GARAGE -130 N. HUNTER
STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
Governor X
Governor Rope X
Wiring X
Lighting X
Access X
Ventilation X
Disconnect Switch X
Sprinklers X
Smoke Detectors X
Heat Detector X
Enclosure X
Trap Door X
Heating/Air Conditioning X
Foreign Equipment X
Ladders/Stairs X
HOISTWAY
Main Guide Rails (Car) X
Normal and Final Terminal Devices X
Wiring and Traveling Cables X
Projections X
Setbacks X
Ventilation X
Enclosure X
Smoke Detectors X
Sprinklers X
Foreign Equipment X
PIT
Access Ladder X
Car Buffer X
Counterweight Buffer X
Governor Tension Sheave X
Selector Tension Sheave X
Compensation Sheave Assembly X
Compensation Ropes/Chain X
Stop Switches X
Light X
Light Switch X
EXHIBIT 1 465
EDMOND COY GARAGE -130 N. HUNTER
STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
Outlet X
Sprinkler X
Heat Detector X
CAR ENCLOSURE
Ceiling X Add Alternate: New Cab Interior to
Address Vandalism
Lighting X
Ventilation X
Walls X
Panels X
Returns X
Handrails X
Flooring X
OPERATING DEVICES
Hall Pushbuttons X Add Alternate: Vandal Resistant.
Access Switches X Add Alternate: Vandal Resistant.
Firefighters’ Hall Station X Add Alternate: Vandal Resistant.
Main Car Station X Add Alternate: Vandal Resistant.
Auxiliary Car Station X
Communications System Wiring X
Lobby Panel X
Fire Command Center X
Signaling Devices X
Car Position Indicator X
Car Travel Lantern X
Hall Position Indicator X
Hall Position Indicator with Lanterns X
Smoke Detector X
Hall Lanterns X
Elevator #1 Machine X Add Alternate: Replace with new Kone EcoSpace Gearless Machine
Steward Eberhardt Garage (SEB) – 15 N. El Dorado Steet: The two roped hydraulic elevators were manufactured and installed by Otis Elevator. Both elevators have a rated capacity of 3,500 lbs., travel at a speed of 100 fpm, and serve 7 landings. The entrances are 42” wide x 84” high power-operated center-opening doors.
EXHIBIT 1 466
STEWARD ABERHARDT GARAGE:
15 N. EL DORADO STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
HOISTWAY ENTRANCE (Side Slide/Swing)
Frames X
Door Panels X
Transoms X
Sight Guards X
Astragals X
Vision Panels X
Sills X
Sill Supports X
Fascia X
Toe Guard X
Dust Covers X
Struts and Headers X
Hangers X
Hanger Covers X
Closers X
Relating Mechanism X
Interlocks X
Gibs X
Access X
Floor Identification X
Finish X
CAR
Frame X
Sheave X
Platform X
Safety Devices X
Isolation X
Plunger Isolation X
Load Weighing Device X
Car Guide Rails X
Guide Shoes X
Sills X
Flooring X
Fireproofing X
Toe Guard X
Doors X
EXHIBIT 1 467
STEWARD ABERHARDT GARAGE:15 N.
EL DORADO STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
Door Hangers X
Door Header X
Door Clutch X
Door Unlocking Device X
Door Operator X
Door Contact X
Door Protection Device X
Photo Eyes X
Top Control Station X
Work Light and Receptacle X
Top Exit Contact X
Selector Tape Switch X
Side Exit Contact X
MACHINE ROOM
SCR Drive X
Motor Generator X
Controller X
Selector X
Group Controller X
Wiring X
Pump Unit X
Pump Unit Header X
Shut-Off Valve X
Muffler X
Piping X
Piping Support X
Lighting X
Access X
Ventilation X
Disconnect Switch X
Sprinklers X
Smoke Detectors X
Heat Detector X
Enclosure X
Heating/Air Conditioning X
Foreign Equipment X
EXHIBIT 1 468
STEWARD ABERHARDT GARAGE:15 N.
EL DORADO STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
Ladders/Stairs X
HOISTWAY
Main Guide Rails (Car) X
Normal and Final Terminal Devices X
Wiring and Traveling Cables X
Projections X
Setbacks X
Ventilation X
Enclosure X
Smoke Detectors X
Sprinklers X
Foreign Equipment X
PIT
Access Ladder X
Access Door X
Car Buffer X
Stop Switches X
Plunger X
Cylinder X
Shut-Off Valve X
Piping X
Piping Support X
Scavenger Pump X
Sump X
Light X
Light Switch X
Outlet X
Sprinkler X
Heat Detector X
CAR ENCLOSURE
Ceiling X
Lighting X
Ventilation X
Walls X
Panels X
Returns X
EXHIBIT 1 469
Attachment A –Specifications & Itemized Requirements
Elevator Technology, Inc. & City of Stockton
STEWARD ABERHARDT GARAGE:15 N.
EL DORADO STREET
REMOVE
EXISTING
RETAIN
EXISTING
RECOND.
EXISTING
PROVIDE
NEW NOTES
Handrails X
Flooring X
OPERATING DEVICES
Hall Pushbuttons X Add Alternate: Vandal Resistant.
Access Switches X Add Alternate: Vandal Resistant.
Firefighters’ Hall Station X Add Alternate: Vandal Resistant.
Main Car Station X Add Alternate: Vandal Resistant.
Auxiliary Car Station X
Communications System Wiring X
Lobby Panel X
Fire Command Center X
Signaling Devices X
Car Position Indicator X
Car Travel Lantern X
Hall Position Indicator X
Hall Position Indicator with Lanterns X
Smoke Detector X
Hall Lanterns X
EXHIBIT 1 470
Attachment B – Elevator Maintenance Agreement Specifications Elevator Technology, Inc. & Parking Authority of the City of Stockton
ELEVATOR MAINTENANCE AGREEMENT SPECIFICAITONS
Full preventative maintenance services under the Elevator Maintenance Agreement Specifications (Maintenance Agreement) shall include quality assurance, supervision, vehicles, fuel, travel, equipment rental / tooling and incidentals, of the nine (9) City elevators. The Maintenance Agreement is based on the scope, terms, and conditions, as detailed herein.
1. LOCATION AND EQUIPMENT DESCRIPTION
2. SCOPE OF COVERAGE
Contractor shall provide the following:
2.1 Skilled, trained personnel, supervised and directly employed by the Contractor, and use reasonable care to see that the equipment is maintained as set forth herein.
2.2 Inspect each elevator for no less than one (1) hour per month and shall keep documentation of preventative maintenance in each elevator’s equipment room. Monthly visits will include completion and documentation of Phase 1 & 2 fire recall devices and elevator telephones.
Services include adjustment, lubrication, repairs, and cleaning of equipment room, car-top and pit.
Garage Qt. Type OEM St. ID Cap./Spd.
Arena 2 MRL Gearless Traction Kone
Elevator
140489/140490 3500 lbs. /
350 ft/min
Market 2 Conventional Hydraulic
Glassback
Amtech
Elevator
092328/092329 3500 lbs. /
125 ft/min
Channel 1 Conventional Hydraulic Rotary
Elevator
036163 2500 lbs. /
65 ft/min
Coy 2 MRL Gearless Traction Kone
Elevator
140496/140497 3500 lbs. /
350 ft/min
SEB 2 Roped Hydraulic Otis
Elevator
125505/125506 3500 lbs. /
100 ft/min
EXHIBIT 1 471
Elevator Technology, Inc. & Parking Authority of the City of Stockton
2.3 Contractor will provide up to two (2) hours per year of stand-by labor (access) for cleaning on Market Street elevator interior hoistway glass by City or designee.
2.4 Replacement parts will be OEM when available. Coverage includes, but is not limited to, the following:
a) Control processor boards, relays and wiring (includes all power supplies and batteries)
b) Motor Starters
c) Battery Lowering units and their batteries / power supplies d) Hydraulic Power Unit components (pumps, motors, valves, mufflers, piping and fittings/gaskets)
e) Door operators and all related components
f) Car-top inspection stations.
g) Landing systems and related components
h) Hoist ropes
i) Hoist machines and motors
j) All signal fixtures and operating devices in car and at hall landings (including buttons, position indicators, and emergency telephones)
2.5 Regularly and systematically examine, adjust, lubricate, and if conditions warrant, repair or replace the following (subject to specified exclusions later stated in this Maintenance Agreement and at the Contractor ’s sole discretion):
a) Machine: including the worm, gear, thrust bearings, drive sheave, sheave shaft bearings, brake coil and brake linings.
b) Pump Unit: including pump, belts, strainers, silencers, springs and gaskets.
c) Motor: including windings, bearings, rotating elements, commutators, brushes, and brush holders.
472
Elevator Technology, Inc. & Parking Authority of the City of Stockton d) Motor generator: including windings, bearings, rotating element, commutators, brushes, and brush holders.
e) Jack Unit: including plunger, guide bearing, packing, and packing gland.
f) Controller: including relays, resistors, contacts, coils, leads, transformers, fuses, timing devices, and solid-state components. g) Valves: including relief valve, pilot, lowering, leveling and check valves, and related components
h) Selector and Landings Systems; including electrical or mechanical drive components, cams, contacts, relays, resistors, leads, transformers and solid-state components.
i) Governor: including sheave, bearings, shafts, contacts and jaws. j) Car: including power door operator, door protection devices, car door hangers, car door contact, load-weighing equipment, car safety devices and car guide shoes.
k) Hoistway: including deflector sheaves, secondary sheaves, buffers, governor tension assemblies, guide rails, limit switches, compensating sheave assemblies, compensating chain or cables, traveling cables, hoistway and machine room wiring, hoistway door interlocks, hoistway door hangers, gibs, closers.
l) Fixtures: including all car and hall button stations, car operating panels, lanterns, position indicators and related equipment. m) Furnish lubrication: as necessary based on individual component to provide best performance.
n) Furnish and maintain hydraulic fluid at proper operating levels. o) Wire ropes and traction cables will be maintained and replaced as necessary to maintain an adequate factor of safety and equalize the tension.
3. HOURS OF SERVICE
3.1 All work will be performed during the regular working hours and days of the elevator trade, unless otherwise specified below.
473
Elevator Technology, Inc. & Parking Authority of the City of Stockton The Contractor will provide emergency minor adjustment callback service:
a) During regular working hours of regular working days, plus Contractor will absorb the straight time worked hours on overtime callbacks and City will be charged for the overtime premium portion only at our standard billing rates (Time Differential Full Maintenance).
3.2 For any service calls or repairs not included in this Maintenance Agreement (or calls placed after business hours), the contractor may bill travel time of not to exceed two (2) hours per event at the appropriate rates as dictated in the billing rate tables.
3.3 For any service calls or repairs not included in this Maintenance Agreement, written approval is required. Any unauthorized work will not be paid without proof of City’s written approval.
3.4 State of California-required testing (Group II and III): the Contractor shall obtain written approval from the City or designee, prior to starting the testing. An estimate for each elevator’s testing cost shall be submitted in advance and billed at an agreed upon fixed rate OR the rates stated below, under the Pricing and Billing Rates section. Any penalties assessed by the State of California for untimely completion of any Preliminary Order (first notice issued to the City) inspection work or Orders Prohibiting Use shall be deducted from the Contractor’s next service invoice, unless clear evidence, approved by City or designee and provided to the City in reasonable time, confirms the penalties were the responsibility of the City.
3.5 On a yearly basis, Contractor will provide up to one (1) hour per elevator for Stand-by operations regarding building fire system testing by authorized personnel, for any applicable Group III elevator. Additional time required shall be billed at rates listed herein.
4. Special Conditions
4.1 With prior writing notification to the Contractor, the City reserves the right to add or remove elevators from the scope of this Maintenance Agreement.
4.2 Contractor shall have 30 days to inspect the equipment for any major preexisting deficiencies that would otherwise be covered under this Maintenance Agreement scope. Should any be found, they will be 474
Elevator Technology, Inc. & Parking Authority of the City of Stockton documented and reported to the City immediately. A proposal will be provided for deficiency repair and if approved by the City or designee, the items will then be incorporated into covered under this Maintenance Agreement. If deferred, the items will be excluded from coverage until repaired in the future.
4.3 At any time the Contractor is servicing the equipment, the Contractor is asserting possession and control only over the specific component being serviced at any given moment, and possession and control of the remainder of the equipment shall remain with the City. Contractor shall not be responsible for any situation that may occur that cannot be revealed by ordinary visual inspection and routine maintenance.
a) Contractor shall notify the City and designee, of any of the conditions covered under Section 2 of this Maintenance Agreement, or any other impacting elevator operation within 24 hours of discover. In the case that the City requires written documentation, Contractor shall provide within two (2) business days.
4.4 The City agrees to keep the elevator pit(s) and any elevator equipment room(s) free from water and rubbish; to give the Contractor notice within twenty-four hours of any known alterations or changes affecting the equipment; to immediately discontinue the equipment from service when it becomes unsafe or operates in a manner which might cause injury to a user thereof, where the City had actual notice of such unsafe condition or injurious operation; and to provide supply power of the proper voltage. In the event the City fails to give the Contractor immediate verbal and/or confirming written notice within twenty-four hours of any accident, alteration or change affecting the equipment, that is known; or fails to immediately discontinue use of equipment known or suspected to be faulty, then Contractor will not be held responsible by City for any and all damages, injuries and liability, stemming from continued use of said equipment after it was known by the City to be altered or changed or after it was known or suspected by the City of being faulty. This notice requirement is to be strictly construed and any failure to notice Contractor with this requirement will serve to prohibit City from holding Contractor liable for any and all damages or injuries which result therefrom.
5. EXCLUSIONS
5.1 The following items are not included in this Maintenance Agreement:
maintaining, refinishing, repairing or replacement of any components of the elevator cab, floor, floor covering, sills, handrails, ceiling, etc.; the hoistway enclosures, doors, frames, sills or other portions of the equipment subject to public abuse; hydraulic cylinders, casings, and concealed hydraulic piping; 475
Elevator Technology, Inc. & Parking Authority of the City of Stockton replacement of any light bulbs, fluorescent tubes and associated fixtures used for cab illumination; batteries for emergency lighting, any power units or components installed or connected for emergency stand-by power; and/or main-line switches, breakers, and feeders to control equipment. If the original equipment was not manufactured or installed by the Contractor , any defects in elevator or communication system design, material or workmanship are specifically excluded from coverage under this Maintenance Agreement. If the elevators are equipped with a Fireman’s Control Feature, the Contractor will not be responsible for maintenance or functioning of the smoke and/or heat detectors/sensors, fire panels or shunt trip breakers. If any motor generator sets or hoist motors require a full rewind or begin failing due to low resistance to ground (as determined by a Megohmmeter or other applicable test), the Contractor will absorb the cost to remove the generator or motor, as able given building conditions, but the City shall be responsible for any and all subcontract or shop costs from a qualified electric motor repair shop plus mark-up. The Contractor will cover the labor and material cost for any conventional or single-stage holeless hydraulic jack seal replacement. In the case of multi-stage holeless cylinder / piston assemblies, the Contractor will cover the cost of the materials of seals, but all labor beyond four crew hours, plus the cost of any and all required check valve assemblies and special tooling shall be chargeable to the City plus mark-up.
5.2 Repairs of renewals necessitated by ordinary wear and tear only shall apply to this contract, and the Contractor shall not be required to make adjustments, repairs, or renewals necessitated by reason of negligence on the part of others, misuse of the equipment, environmental conditions or any other cause beyond the Contractor’s control. The Contractor shall not be required to make capacity or safety tests, unless otherwise noted in the Special Conditions Section of this Maintenance Agreement. In the event that tests are required by the Contractor under this Maintenance Agreement, the City understands that elevator testing (category one or five) imposes greater strain on the equipment than normal operation. Therefore, it is agreed that in making such tests the Comp any shall not be liable for loss, damage, injury or destruction of persons or property (except those of the Contractor) because of the action or failure of any testing or elevator equipment. If repairs are necessary before or after such tests to meet Code or performance requirements, such work shall be considered outside of this Maintenance Agreement and payable as a separate order. The Contractor is not obligated to install new attachments on the elevator whether or not recommended or directed by insurance companies or by governmental authorities, not make any replacement with parts of a different design unless agreed to separately in writing.
476
Elevator Technology, Inc. & Parking Authority of the City of Stockton
6. Billing Rates
6.1 Contractor shall be compensated based on the hourly rates set forth here in:
Service Call: Hourly Rate $340.00
After Hours Service Call: Hourly Rate $395.00
Sundays and Holidays: Hourly Rate $680.00
Straight-time (business hours) shall be Monday through Friday 7:30am to 4:30pm, not including City holidays. After hours service call rate shall be outside of regular straight time hours Monday through Friday, and all-day Saturday. Overtime (2 X’s Service Call hourly rate) shall be Sundays and holidays.
6.2 For parts / materials not covered under this Maintenance Agreement, the Contractor shall pay total cost of material, tax and shipping, plus a maximum mark-up of 20%.
477
Attachment C - Pricing
EXHIBIT 1 478
Maintenance Agreement Price Sheet
SEB Garage - 15 N. El Dorado Street
Annual Service Fee Year 1
Annual Service Fee Year 2
Annual Service Fee Year 3
Three (3) - Year Service Fee Total
Service Call: Hourly Rate
After Hours Service Call: Hourly Rate
Contractor (Company)
Authorized Representative (Print Name)
Authorized Representative Signature
**Only Maintenance Agreement Costs**
Elevator Technology, Inc.
Paul Taormina
Attachment C - Pricing
EXHIBIT 1 479
Attachment C - Pricing
EXHIBIT 1 480
Attachment 4
Add Alternate
Having examined the bid, prepared by the City of Stockton, and having reviewed site conditions, applicable codes and all conditions affecting and governing the work, the Undersigned Contractor hereby agrees to provide all engineering, labor, materials, transportation, services, and equipment necessary to properly execute the required work, as referenced by the applicable specifications on the Scope of Services, and Exhibit A of the bid documents.
Arena Garage - 310 W. Fremont Street
Add Alternate Pricing For Operating Devices
Applicable City tax: 9%
Market Garage - 430 E. Market Street
Add Alternate Pricing For Car Enclosure
Applicable City tax: 9%
Channel Garage - 350 E. Channel Street
Add Alternate Pricing For Car Enclosure
Applicable City tax: 9%
Coy Garage - 130 N. Hunter Street
Add Alternate Pricing For Elevator #1
Add Alternate Pricing For Car Enclosure
Add Alternate Pricing For Operating Devices
Applicable City tax: 9%
SEB Garage -15 N. El Dorado Street
Add Alternate Pricing For Operating Devices
Applicable City tax: 9%
Add Alternate Grand Total
$ 17,270
**Only Add Alternate Cost**
$ 38,975
**Only Add Alternate Cost**
$ 20,960
**Only Add Alternate Cost**
$ 81,030 (new machine #1)
$ 69,475
$ 17,270
**Only Add Alternate Cost**
$ 15,890
**Only Add Alternate Cost**
$ 260,870
The Grand Total is defined as the sum of the combined Passenger Elevator Add Alternate totals , for all project locations.
Contractor (Company)
Authorized Representative (Print Name)
Authorized Representative Signature
Elevator Technology, Inc.
Paul Taormina
'
Attachment C - Pricing
EXHIBIT 1 481
City of Stockton
Legislation Text
File #: 22-0757, Version: 1
APPROVE A RESOLUTION TO APPOINT THE CITY MANAGER AS THE PLAN ADMINISTRATOR OF THE CITY’S DEFINED CONTRIBUTION PLANS
RECOMMENDATION
It is recommended that the City Council approve a resolution to appoint the City Manager as the Plan Administrator of the City’s Defined Contribution Plans.
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 action.
Summary
The City of Stockton sponsors and maintains a 457(b) Deferred Compensation Plan & Trust, a second 457(b) Deferred Compensation Plan & Trust for Part Time/Seasonal/Temporary Employees, and a 401(a) Plan for certain employees (“the Plans”) as part of its retirement program for eligible employees. Staff has reviewed the plan documents and administration of the Plans. Currently there is no clear definition of authority as it relates to the Plans provided by the City of Stockton, thereby, its City Council could be considered the plan administrator (“Administrator”), which bears the fiduciary liability and responsibilities for the administration, assets, and investments of the Plans.
DISCUSSION
Background
It is generally recommended in the public sector industry by plan consultants/advisors that cities identify and appoint a member of the city’s management team as Administrator to serve the best interests of the City of Stockton, the Plans, and their participants. Because the City Council is a policy body and does not have the time or resources to administer the Plans on a day-to-day basis, it should delegate the responsibilities of the administration, assets, and investments of the Plans to the City Manager. There is no reason for members of the City Council to be potentially liable as fiduciaries of the Plans when they have no administrative involvement with such plans.
Present Situation
Staff recommends the City Council approve the resolution to appoint the City Manager as the plan administrator of the City’s defined contribution plans.
FINANCIAL SUMMARY
There is no financial impact to the General Fund, or any other unrestricted funds, from this action.
City of Stockton Page 1 of 1 Printed on 9/7/2022
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482
Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION APPOINTING THE CITY MANAGER AS THE PLAN ADMINISTRATOR OF THE CITY’S DEFINED CONTRIBUTION PLANS
The City of Stockton sponsors and maintains the following defined contribution plans (collectively, "Plans") for the benefit of its eligible employees:
457(b) Plan
401(a) Plan
457(b) Part-Time/Seasonal/Temporary Employee Plan; and The Plans currently provide that (i) City (through the City’s governing body) or (ii) a committee or another person designated by the City will be the administrator and responsible for the administration, assets, and investments of the Plans; and Currently, the City Council is the administrator and bears the fiduciary liability and responsibilities for the administration, assets, and investments of the Plans; and Outside special employee benefits counsel ("Counsel") has evaluated the fiduciary and administrative structures of the Plans and strongly advises that the City Council appoint a new administrator so that the City Council will not be legally responsible and liable for the administration and investment of the Plans; and Based on the advice of Counsel and following consultation with City staff, staff recommends the appointment of the City Manager as the administrator of the Plans; and
The City Council deems it to be in the best interests of the City and the Plans’ participants to appoint the City Manager as administrator of the Plans; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The City Council of Stockton hereby appoints the City Manager, and any City staff he/she may designate to assist him/her in that role, as the administrator of the Plans, with responsibility for the administration, assets, and investments of the Plans; //
//
//
//
//
//
483
2. The City Council authorizes and directs the City Manager to take all such actions deemed necessary or appropriate to implement this Resolution.
PASSED, APPROVED, and ADOPTED September 13, 2022 .
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:
ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
484
City of Stockton
Legislation Text
File #: 22-0764, Version: 1
APPROVE A MEMORANDUM OF UNDERSTANDING WITH SAN JOAQUIN COUNTY PUBLIC HEALTH SERVICES TO PROVIDE WASTEWATER INFLUENT SAMPLES FOR COVID-19 VIRUS
ANALYSIS BY BIOBOT ANALYTICS
RECOMMENDATION
It is recommended that the City Council approve by resolution a memorandum of understanding with the San Joaquin County Public Health Services for sampling wastewater influent for COVID-19 testing by Biobot Analytics.
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 action.
Summary
Wastewater testing for COVID-19 virus has become a quicker and more reliable method for detecting presence of the virus in our community. The Center for Disease Control (CDC) has initiated the National Wastewater Surveillance System (NWSS), a coordinated effort to track the presence of the virus and provide data for a quicker response to surges and emerging variants.
San Joaquin County Public Health Services (SJCPHS) is participating in the CDC’s NWSS program and has asked the City of Stockton to provide wastewater samples from the Regional Wastewater Control Facility. The sampling will be performed once a week for a 10-month period. All sample vials, packaging, shipping costs, and analysis costs will be paid by SJCPHS.
Staff recommends the City Council adopt a resolution authorizing execution of a Memorandum of Understanding with the San Joaquin County Public Health Services to provide samples of wastewater influent from the Regional Wastewater Control Facility (RWCF) for COVID-19 analysis by Biobot Analytics.
DISCUSSION
Background
SJCPHS is participating in the CDC’s NWSS, a coordinated effort providing data to track COVID-19 presence for quicker response to oncoming surges and emerging variants. They have entered into an agreement with Biobot Analytics (Biobot), the current vendor for the CDC’s NWSS COVID-19 wastewater testing program, to perform COVID-19 virus testing on wastewater influent samples.
Wastewater testing has become a more common method for tracking the COVID-19 viral load of a community. Because the COVID-19 virus can be detected in wastewater, from people with and City of Stockton Page 1 of 2 Printed on 9/7/2022
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File #: 22-0764, Version: 1
without symptoms, it provides an earlier and more accurate assessment of case rates in our community. To date, case rate tracking has been dependent on reported Polymerase Chain Reaction (PCR) test results. PCR reporting is becoming a less accurate tool as more people either choose not to test or use at-home rapid antigen tests. The CDC NWSS program is coordinated country-wide to identify and track the presence of the virus in communities. The data provided will help with early identification of surges, virus transmittal, and emerging variants for quicker response.
Several agencies in the Central Valley are already monitoring wastewater samples for the COVID-19 virus including Fresno-Clovis Regional Wastewater Treatment Plant, City of Bakersfield Regional Wastewater Plant #2, City of Merced, City of Modesto, Los Banos, Turlock, Hollister, and Tule River Tribe.
Present Situation
SJCPHS has requested the City’s participation in the program by providing wastewater influent samples from the RWCF for delivery to Biobot for testing and data reporting. SJCPHS will pay for the cost of the sample vials, packaging and shipping, testing, and data reporting. The data will be made available to the City from the County and through the CDC NWSS program. CDC NWSS program data is available to the public, where COVID virus detection is reported as a percentage of the area population.
The Memorandum of Understanding outlines the responsibilities of both the SJCPHS and City of Stockton. The City will provide weekly samples of wastewater influent and chain of custody forms to SJCPHS staff for delivery to Biobot. The program is anticipated to last for 10-months and is limited to testing for COVID-19 virus only.
FINANCIAL SUMMARY
There is no financial impact to the General Fund, or any other unrestricted funds, from this action.
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Resolution No.
STOCKTON CITY COUNCIL
APPROVE A MEMORANDUM OF UNDERSTANDING WITH SAN JOAQUIN COUNTY
PUBLIC HEALTH SERVICES TO PROVIDE WASTEWATER INFLUENT SAMPLES FOR COVID–19 VIRUS ANALYSIS BY BIOBOT ANALYTICS
The COVID-19 virus continues to impact the health of communities across the country.
The current method for tracking case rates is dependent on reporting PCR test results, which is becoming less accurate as more people choose not to test or use at-home rapid antigen tests; and
The San Joaquin County Public Health Services (SJCPHS) is participating in the Center for Disease Control (CDC) National Wastewater Surveillance System (NWSS) program; and The NWSS is a coordinated effort to test for the presence of the COVID-19 virus in wastewater to provide more accurate case rate data, and quicker response to surges and emerging variants; and
The SJCPHS has requested the City of Stockton’s participation in collecting wastewater samples from the Regional Wastewater Control Facility; and The Memorandum of Understanding outlines the duties and responsibilities of both the City of Stockton and SJCPHS for providing wastewater samples; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The Memorandum of Understanding between San Joaquin County Public Health Services and the City of Stockton be executed to reflect both agency’s duties for providing wastewater samples, attached hereto as Exhibit 1 and incorporated by reference.
2. Testing will be limited to the COVID-19 virus only.
3. The City Manager, or designee, 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 September 13, 2022 .
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:
__________________________
ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
487
1 MEMORANDUM OF UNDERSTANDING
BETWEEN
SAN JOAQUIN COUNTY PUBLIC HEALTH SERVICES
AND
THE CITY OF STOCKTON
WHEREAS The San Joaquin County Department of Public Health Services (PHS) has entered into an agreement with Biobot Analytics to provide COVID-19 and variant analysis, for multiple sampling locations, for a 10-month long engagement (43 weeks), sampling once per week per location;
WHEREAS The City of Stockton’s Regional Wastewater Control Facility (RWCF) collects and treats an average of 33 million gallons of wastewater daily, from approximately 116,000 sewer connections in the City and nearby San Joaquin County areas; WHEREAS Wastewater sampling data and analytics give government and business leaders the tools they need to focus public health efforts and improve lives in the communities they serve; and
WHEREAS The City of Stockton (City) and San Joaquin County (SJC) enter into this Memorandum of Understanding (MOU) to facilitate the testing of wastewater samples for COVID -19 and variant analysis; now, therefore,
The parties agree to the following:
ROLES AND RESPONSIBILITIES OF SAN JOAQUIN COUNTY PUBLIC HEALTH:
1. Maintain an agreement with Biobot Analytics to provide weekly COVID-19 analysis of wastewater samples for a period of ten-months.
2. Provide the City’s Regional Wastewater Control Facility (RWCF) Laboratory with sampling vials for sample collection on a weekly basis during the ten-month sampling period.
3. Arrange for delivery of freezer packs, shipping box, and prepaid shipping labels to be delivered to the RWCF Laboratory, located at 2500 Navy Drive. Delivery dates and times shall be coordinated with RWCF Laboratory staff no less than the day before sampling is scheduled.
4. Frozen freezer packs shall be delivered by SJC courier to the City on the day of scheduled sampling. The SJC courier shall wait while samples are packaged and return with the packaged samples ready for shipping.
5. Weekly sampling days shall be at the discretion of the RWCF Laboratory staff and will be coordinated with SJC.
6. Chain of custody (COC) shall be provided with the sampling vials from Biobot Analytics.
7. Testing shall be limited to COVID strain analysis only. The City does not authorize analysis for any other constituents at this time. Future testing for other constituents may be performed only upon written consent of both parties.
EXHIBIT 1 488
2 8. Provide the City access to Biobot Analytics analysis results of its wastewater sampling.
ROLES AND RESPONSIBILITIES OF THE CITY OF STOCKTON:
1. Provide Biobot Analytics with three 50ml vials of influent wastewater samples, using the vials provided, on a weekly basis through the ten-month duration of the County’s agreement with Biobot Analytics, to begin during the summer of 2022.
2. Samples shall be taken and shipped on the same day. The samples shall be preserved on ice until delivered for shipping on the same day.
3. Package the preserved samples in freezer packs and packaging delivered by the SJC courier on the day of sampling and return to SJC courier for shipping to Biobot Analytics.
4. Laboratory staff shall complete the COC and include with the packaged samples.
The COC will be copied and sent electronically to designated Biobot Analytics staff.
DURATION AND RENEWAL
The duration of this MOU shall be from July 1, 2022 through June 30, 2023.
AMENDMENTS/NOTICES
The MOU may be amended in writing by either party and is in effect upon signature of both parties.
Notices shall be mailed, emailed, or delivered to:
Zienna Blackwell-Rodriguez, Public Health Director Harry Black, City Manager San Joaquin County City of Stockton
1601 E. Hazelton Ave. 425 N. El Dorado Street
Stockton, CA 95205 Stockton, CA 95202
TERMINATION
Either party may terminate this MOU at a date prior to the renewal date specified in the MOU by giving 30-days written notice to the other party. The termination shall be effective on the date specified in the notice of termination.
Signatures:
___________________________________ ____________
San Joaquin County Public Health Date
Greg Diederich, Health Care Services Director
San Joaquin County
____________________________________ _____________
City of Stockton Date
Harry Black
City Manager
EXHIBIT 1 489
City of Stockton
Legislation Text
File #: 22-0758, Version: 1
APPROVE RESOLUTION ACCEPTING THE STATE OF CALIFORNIA, CALIFORNIA HIGHWAY
PATROL, CANNABIS TAX FUND GRANT PROGRAM AWARD FROM THE STATE OF CALIFORNIA, CALIFORNIA HIGHWAY PATROL, IN THE AMOUNT OF $138,499.30
RECOMMENDATION
It is recommended that the City Council approve a resolution to:
1. Authorize the City Manager, or designee, to accept a California Highway Patrol, Cannabis Tax Fund Grant Program grant award from the State of California, California Highway Patrol in the amount of $138,499.30;
2. Authorize the City Manager, or designee, to execute Grant Agreement 9631 and all related documents to carry out the purpose and intent of the grant award;
3. Amend the Fiscal Year 2022-23 Annual Budget to increase the Police Grants & Special Programs revenue and expenditure appropriation by $138,499.30; and
4. Authorize the City Manager, or designee, to take appropriate and necessary actions to carry out the purpose and intent of this resolution.
Summary
The Stockton Police Department (SPD) seeks Council approval to accept grant funding from the State of California, California Highway Patrol (CHP) for the California Highway Patrol, Cannabis Tax Fund Grant Program (CTFGP) grant, for the period of July 1, 2022 through June 30, 2023. The CTFGP grant provides funding for SPD overtime, equipment, supplies, and related expenses to support the education, prevention and enforcement of laws related to driving under the influence of alcohol and drugs, including cannabis. The intent is to educate the public regarding the dangers of impaired driving as well as enforce impaired driving laws on the roadway. Funding for this program is provided by a grant from CHP through the State of California Cannabis Grants Unit (CGU).
DISCUSSION
Background
With the passage of Proposition 64 in 2016, The Control, Regulate, and Tax Adult Use Marijuana Act (AUMU), California voters mandated the state to set aside funding for the CHP to provide grants to local governments and qualified non-profit organizations for the education, prevention, and enforcement of impaired driving laws pursuant to Section 34019 (f)(3)(B) Revenue and Taxation Code (RTC). In February 2022, the SPD submitted a Memorandum Proposal to CHP CGU Grants City of Stockton Page 1 of 2 Printed on 9/7/2022
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Unit requesting consideration for participation in the CTFGP. The SPD’s proposal included “best practice” strategies to be conducted on an overtime basis to help reduce the number of individuals killed or injured in driving under the influence of alcohol and other drugs, including cannabis, crashes.
Those “best practices” are specific to DUI/DUID saturation patrols as well as awareness efforts.
Under the CHP CTFGP, these additional DUI/DUID saturation missions would be conducted by SPD as highly publicized, high visibility enforcement missions that will include social media posts by the SPD’s Public Information Officer.
Present Situation
In June 2022, the SPD received notification from CHP-CGU Grants indicating the proposal was accepted for funding in Fiscal Year (FY) 2022-23 in the amount of $138,499.30. Grant funds will be used to pay for overtime staffing costs for the DUI/DUID enforcement activities, printed materials, one (1) fully equipped BMW motorcycle and miscellaneous ancillary supplies. Therefore, staff recommends approval of Grant Agreement 9631 in the amount of $138,499.30 (Exhibit 1 to the Proposed Resolution).
FINANCIAL SUMMARY
The SPD’s Traffic Section will be responsible for coordinating operations of the grant program. The grant program does not require matching funds. Revenue and expenditures will require an increase in appropriation to the FY 2022-23 Police Special Grants Fund Budget:
· Revenue appropriation of $138,499.30 to the FY 2022-23 CHP CTFGP grant in the Police’s Special Grants Fund - Reimbursement, Traffic Division.
· Expenditure appropriation of $138,499.30 to the FY 2022-23 CHP CTFGP grant in the Police’s Special Grants Fund - Reimbursement, Traffic Division.
City of Stockton Page 2 of 2 Printed on 9/7/2022
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491
Resolution No.
STOCKTON CITY COUNCIL
RESOLUTION ACCEPTING GRANT FUNDING, IN THE AMOUNT OF $138,499.30,
FROM THE STATE OF CALIFORNIA, CALIFORNIA HIGHWAY PATROL FOR A CANNABIS TAX FUND GRANT FOR THE PERIOD JULY 1, 2022, THROUGH JUNE 30, 2023, AND AMENDING THE FISCAL YEAR 2022-23 ANNUAL BUDGET In February 2022, the Stockton Police Department submitted a Memorandum Proposal to the State of California, California Highway Patrol (CHP) requesting consideration to participate in the Cannabis Tax Fund Grant Program (CTFGP); and The Program is administered by the CHP Cannabis Grants Unit (CGU) and funding is provided by a grant from the State of California, California Highway Patrol; and
The Stockton Police Department’s proposal included “best practice” strategies to be conducted on an overtime basis to help reduce the number of individuals killed or injured in alcohol and drug related-involved crashes; and Under the CTFGP, “best practices” are specific to DUI/DUID saturation patrols as well as awareness efforts that will be highly publicized within social media posts by the Stockton Police Department’s PIO; and
In June 2022, the Stockton Police Department received notification from the State of California, California Highway Patrol indicating that its proposal was accepted for funding in the amount of $138,499.30; and
A Grant Agreement, attached as Exhibit 1, incorporated by this reference, details how grant funds will be used to pay for DUI/DUID enforcement overtime, education materials, supplies and equipment; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF STOCKTON, AS FOLLOWS:
1. The City Manager, or designee, is authorized to accept the grant award in the amount of $138,499.30 for the period July 1, 2022, through June 30, 2023, and make all necessary appropriations in compliance with and for the purposes stated in the grant application.
2. The City Manager, or designee, is authorized to execute the Grant Agreement, attached as Exhibit 1, incorporated by this reference, and all related documents necessary and appropriate to carry out the purpose and intent of the grant award.
492
3. The Fiscal Year 2022-23 Annual Budget is amended to appropriate $138,499.30 in revenues and expenditures for the Police Grants and Special Program accounts.
4. 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 September 13, 2022 .
_________________________
KEVIN J. LINCOLN II
Mayor of the City of Stockton
ATTEST:
ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
493
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City of Stockton
Legislation Text
File #: 22-0739, Version: 1
APPROVE MOTION TO AWARD A CONSTRUCTION CONTRACT FOR THE VAN BUSKIRK
COMMUNITY CENTER GYM FLOOR REPLACEMENT PROJECT
RECOMMENDATION
It is recommended that the City Council approve a motion to:
1. Award a Construction Contract in the amount not to exceed $190,604 to H.Y. Floor and Gameline Painting, Inc. of San Carlos, CA, for the Van Buskirk Community Center Gym Floor Replacement, Project No. WC22003.
2. 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.
Summary
The Van Buskirk Community Center is located at 734 Houston Avenue in south Stockton. Water intrusion due to exterior drainage issues has resulted in damage to the gym floor, requiring several sectional repairs since 2016. Full replacement of the gym floor is now required.
On February 10, 2022, the City advertised a Request for Proposals (RFP) for the Van Buskirk Community Center Gym Floor Replacement, Project No. WC22003. Four firms submitted proposals for this project. The Selection Committee evaluated the proposals based on the bidder’s approach in evaluating water intrusion points, ability to provide moisture barrier solutions, product warranty, and total cost and found H.Y. Floor and Gameline Painting, Inc. of San Carlos, CA, to be the most qualified and highest ranked firm.
It is recommended that Council approve a motion to authorize the City Manager to execute a Construction Contract in the amount not to exceed $190,604 with H.Y. Floor and Gameline Painting, Inc. (Attachment A). It is anticipated that replacement will be completed by December 2022.
DISCUSSION
Background
The Van Buskirk Community Center is located at 734 Houston Avenue in south Stockton. Water intrusion due to exterior drainage issues has resulted in damage to the gym floor, requiring several sectional repairs since 2016. Recent water intrusion into the building has caused the maple gym City of Stockton Page 1 of 3 Printed on 9/7/2022
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floor to buckle in several sections, preventing any safe recreational or programming use. Full replacement of the gym floor is now required. The City has made every effort to address exterior drainage issues to prevent continuous water intrusion into the building prior to the gym floor replacement.
Present Situation
On February 10, 2022, the City advertised an RFP for the Van Buskirk Community Center Gym Floor Replacement, Project No. WC22003. On February 17, 2022, a mandatory bid orientation meeting was held. On March 3, 2022, four proposals were received from the following firms:
· H.Y. Floor and Gameline Painting, Inc. (San Carlos, CA) · Coastal Sports Flooring (Encino, CA)
· Club Resource Group (Tracy, CA)
· McWil Sports Surfaces, Inc. (Gardena, CA)
A Selection Committee comprised of Public Works and Community Services Department staff evaluated and ranked all proposals based on each firm’s experience, staff qualifications, project methodology, supplied warranty, referrals, and cost proposal. H.Y. Floor and Gameline Painting, Inc. provided the best methodology to identify the possible water intrusion, including the referral of Forensic Flooring, a third-party company that was contracted separately to provide an in-depth report on possible water intrusion points. Additionally, H.Y. Floor and Gameline Painting, Inc. offers a 15- year warranty on the epoxy moisture vapor barrier used to seal the concrete slab beneath the hardwood floor. H.Y. Floor and Gameline Painting, Inc. received the highest ranking based on the noted criteria and was determined to be the most qualified firm for this project.
Staff recommends Council approve a motion to award a Construction Contract in the amount not to exceed $190,604 with H.Y. Floor and Gameline Painting, Inc. for the Van Buskirk Community Center Gym Floor Replacement, Project No. WC22003 (Attachment A). It is anticipated that replacement will be completed by December 2022.
Findings
Pursuant to Stockton Municipal Code (SMC) section 3.68.070, Council may approve findings which support an exception to the competitive bidding process. These findings include:
1. The City does not have sufficient staff resources available to complete this project.
2. Use of the RFP process is appropriate for this Construction Contract because it relies on the evaluation of product warranty on materials and company warranty on labor as the basis for selection of a vendor. Use of the criteria helps ensure selection of a vendor that will provide the highest quality product and work, which is in the public interest.
3. The City negotiated a contract following the solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.
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FINANCIAL SUMMARY
Council approved discretionary funding in the amount of $300,000 on November 16, 2021, by Resolution No. 2021-11-16-1501, and appropriated funding to the Van Buskirk Community Center Gym Floor Replacement, Project No. WC22003, Account No. 4520-000-800007-300-301-30-45-000- 000. There is sufficient funding to award a Construction Contract to H.Y. Floor and Gameline Painting, Inc. in the amount not to exceed $190,604.
There is no additional impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended action.
Attachment A - Construction Contract with H.Y. Floor and Gameline Painting, Inc.
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CONSTRUCTION CONTRACT
This contract is made and entered into on _____________, by and between H.Y.
FLOOR AND GAMELINE PAINTING, INC., a STATE OF CALIFORNIA CORPORATION, with a business address at 961 COMMERCIAL STREET, SAN CARLOS, CA 94070, hereinafter called "CONTRACTOR," and CITY OF STOCKTON, a municipal corporation, hereinafter called "CITY."
W I T N E S S E T H:
WHEREAS, plans and specifications for the construction of VAN BUSKIRK COMMUNITY CENTER GYM FLOOR REPLACEMENT (PROJECT NO.
WC22003), hereinafter called “PROJECT,” were regularly adopted by Council Motion No.__________________, on _________________; and WHEREAS, the contract for said work was regularly awarded to CONTRACTOR, by Council Motion No. __________________, on __________ ______.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, the parties hereto expressly agree as follows:
CONTRACTOR agrees:
1. SCOPE OF SERVICES. To do the work and furnish all the labor, materials, tools, equipment, and insurance required for the construction of PROJECT in accordance with the plans and specifications adopted on _________ ____, by Council Motion No. __________________. The "contract documents," which include the bid documents, project plans, specifications, all letters of clarification, and the City of Stockton Standard Specifications and Plans, are incorporated into and made a part of this contract by this reference to the same extent as if fully set forth.
2. COMPENSATION. To do and perform the work contemplated hereby in a good and workmanlike manner and to furnish all labor, materials, tools, and equipment necessary therefore at the prices specified in Exhibit A, attached hereto and by reference made a part hereof, under the direction of and to the complete satisfaction of the Director of Public Works of the City of Stockton. Total compensation for services and reimbursement for costs shall not exceed $190,604.00, or as otherwise mutually agreed to in a Contract Change Order.
3. INSURANCE. CONTRACTOR shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this contract, the policies of insurance specified in Exhibit B, which is attached to this contract and incorporated by this reference, and as provided in the “contract documents” including Section 7-1.06 of the City of Stockton Standard Specifications and Plans as adopted on September 27, 2016, by Council Resolution No. 2016-09-27, effective September 27, 2016.
ATTACHMENT A Local Construction Contract–H.Y. FLOOR AND GAMELINE PAINTING, INC.–PROJECT NO.WC22003 (Updated 12/31/20)