Agenda packet — City Council and Concurrent Authorities, June 13, 2023 (part 1 of 5)

City Council/Successor Agency to the
Redevelopment Agency/Public
Financing Authority/Parking Authority
Concurrent
City of Stockton
Meeting Agenda - Final
City Council/Successor
Agency of the
Redevelopment
Agency/Public Financing
Authority/Parking Authority
Concurrent Agenda
Council Chamber, City Hall, 425 N. El Dorado
Street, Stockton CA
4:00 PMTuesday, June 13, 2023
Closed Session 4:00 PM :: Regular Session 5:30 PM
Note: Vice Mayor Kimberly Warmsley will participate in the meeting via teleconference from the following location: Hampton Inn LaX Airport, Lobby 11430 Acacia Ave, Hawthorne, California 90250

1. CLOSED SESSION CALL TO ORDER/ROLL CALL

2. ADDITIONS TO CLOSED SESSION AGENDA

3. ANNOUNCEMENT OF CLOSED SESSION

3.1 23-0527

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
Number of Cases: Three
Name of Case: Laura Dinges v. City of Stockton, et al. (San Joaquin County Superior Court Case No.

STK-CV-UPI-2019-17043)
Name of Case: David Guidry City of Stockton, et al. (United States Eastern District Court Case No.
2:21-CV-01238-TLN-JDP)
Name of Case: Kurt Wilson v. City Council of Stockton, et al. (San Joaquin County Superior Court Case No.

STK-CV-UVM-2019-12404)
This Closed Session is authorized pursuant to section 54956.9(d) (1) of the Government Code.

Department: City Attorney

3.2 23-0530 CONFERENCE WITH LABOR NEGOTIATOR

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Recommended Action:

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

Department: City Attorney

3.3 23-0531 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Manager

This Closed Session is authorized pursuant to Government Code section 54957.

Department: City Attorney

3.4 23-0533 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

Recommended Action: City Attorney

This Closed Session is authorized pursuant to Government Code section 54957.

Department: City Attorney

3.5 23-0535 PUBLIC EMPLOYEE DISCIPLINE/DISMISSAL/RELEASE:

Recommended Action: City Clerk

This Closed Session is authorized pursuant to Government Code section 54957.

Department: City Attorney

3.6 23-0537 CONFERENCE WITH LEGAL COUNSEL - POTENTIAL LITIGATION Number of Cases: One
Based on existing facts and circumstances, there is significant exposure to litigation pursuant to Government Code section 54956.9(d)(2).

Department: City Attorney

4. CLOSED SESSION PUBLIC COMMENT*

5. RECESS TO CLOSED SESSION

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6. REGULAR SESSION CALL TO ORDER/ROLL CALL

7. INVOCATION/PLEDGE TO FLAG

8. REPORT OF ACTION TAKEN IN CLOSED SESSION

9. ADDITIONS TO REGULAR SESSION AGENDA***

10. RECOGNITIONS, ANNOUNCEMENTS, OR REPORTS

11. PUBLIC COMMENTS* – MATTERS NOT ON THE AGENDA

12. CONSENT AGENDA

12.1 23-0609

ADOPT A RESOLUTION APPROVING THE DISPLAY OF THE PRIDE

FLAG IN COMMEMORATION OF PRIDE MONTH
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the City of Stockton to display the Pride Flag from June 14, 2023, to June 21, 2023, in commemoration of Pride Month.

Department: City Clerk
Proposed Resolution - Pride Flag DisplayAttachments:

12.2 23-0341 RATIFYING THE SAN JOAQUIN COUNCIL OF GOVERNMENTS’ ANNUAL FINANCIAL PLAN FOR FISCAL YEAR 2023-24
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to ratify the San Joaquin Council of Governments' Annual Financial Plan for Fiscal Year 2023-24.

Department: City Manager
Attachment A - SJCOG FY 2023-2024 Annual Financial PlanAttachments:

12.3 23-0343 SUMMARY VACATION OF A PORTION OF PUBLIC RIGHT-OF-WAY AT 1704 WEST FREMONT STREET

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Recommended Action:

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

1. Approving a summary vacation of a portion of the public right-of-way at 1704 West Fremont Street.

2. Authorizing the filing of Notice of Exemption No. 9-23 under the California Environmental Quality Act for a portion of the public right-of-way at 1704 West Fremont Street.

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

Department: Economic Development
Attachment A - Vicinity Map - 1704 West Fremont
Attachment B - Aerial Map - 1704 West Fremont
Proposed Resolution - 1704 West Fremont Abandonment
Exhibit 1 - Legal Description - 1704 West Fremont
Exhibit 2 - Plat - 1704 West Fremont
Exhibit 3 - NOE9-23 Response - 1740 West Fremont
Attachments:

12.4 23-0481 RESOLUTION AUTHORIZING AN AGREEMENT WITH PENDULUM

STUDIO LLC, TO COMPLETE CONSTRUCTION DRAWINGS FOR

MAJOR LEAGUE BASEBALL REQUIRED UPGRADES TO THE

BANNER ISLAND BALL PARK

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Recommended Action:

RECOMMENDATION
It is recommended that the Stockton City Council adopt a Resolution:

1. Authorizing the City Manager, or designee, to execute an agreement with Pendulum Studios, LLC (Pendulum) (Exhibit 1 to the proposed Resolution), to develop construction drawings for the Banner Island Ball Park upgrades required to meet the new Major League Baseball (MLB) stadium standards;

2. Authorizing the City Manager, or designee, to consolidate project funding as follows, transfer $150,000 from CIP Project #EED8601 (Reso. 2021-06-22-1602, Attachment A), and one-time FY 2021-22 year-end funding ($500,000, Reso. 2021-11-16-1501, Recommended Project #33, Attachment B) into existing CIP Project EV23607, designated for the Banner Island Ballpark Upgrade;

3. Finding an exception to the competitive bidding process pursuant to SMC Section 3.68.070 through use of a competitive request for proposals; and

4. Authorizing the City Manager, or designee, to take all appropriate actions to carry out the purpose and intent of this Resolution.

Department: Economic Development
Attachment A - Resolution 2021-06-22-1602
Attachment B - Resolution 2021-11-16-1501
Attachment C - Stockton 2021 Facility Audit Report
Attachment D - Ports Contract with Amendments 1 and 2
Proposed Resolution - Pedulum Contract
Exhibit 1 - Pendulum Contract
Attachments:

12.5 22-1092 APPROVE A MOTION TO JUSTIFY EXCEPTION TO THE

COMPETITIVE BID PROCESS AND ENTER INTO SERVICE

AGREEMENT WITH EMPOWER RETIREMENT, LLC, FOR

INVESTMENT AND RECORD KEEPING ADMINISTRATION
SERVICES FOR THE 457(B), 457(B) PART-TIME, TEMPORARY,
SEASONAL, AND 401(A) DEFERRED COMPENSATION PLANS

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Recommended Action:

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

1. Approve entering into the service agreements with Empower Retirement, LLC, for investment and record keeping administration services for the 457(b) Group Account Number 772929-01, 457(b) Part-Time Group Account Number 772932-01, Temporary, Seasonal employees, and 401(a) Group Account Number 772933-01 Deferred Compensation Plans.

2. Authorize the City Manager to execute a three-year service agreement with the option of two (2), one (1) year extensions, for fixed account investment and record-keeping and administration services: and

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

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

Department: Human Resources
Attachment A - 457(b)-401(a) Restated MSAAttachments:

12.6 23-0334 AUTHORIZE THE PURCHASE OF MOTOROLA RADIOS FOR NEW

AND EXPANDED PROGRAMS UTILIZING THE COOPERATIVE

PURCHASING AGREEMENT WITH THE HOUSTON-GALVESTON

AREA COUNCIL
Recommended Action:

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

1. Authorize the use of the Cooperative/Piggyback Purchase Agreement with Houston-Galveston Area Council (H-GAC) and the Motorola Solutions Inc. Communications System and Services Agreement for the purchase of Motorola radios for new and expanded department program additions, estimated at $374,000 for initial purchases and an additional $36,000 contingency for a total contract amount of $410,000;

2. Authorize the City Manager to exercise available options to extend the term of the Agreement by written amendment, not to go beyond the term stated in the COOP fully executed amendment;

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

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

Department: Information Technology

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Attachment A - Coop Agreement with Motorola and H-GAC
Attachment B - Motorola Quotes
Attachments:

12.7 23-0309 REJECT BIDS FOR THE WEBER POINT EVENTS CENTER SHADE STRUCTURE REHABILITATION - PHASE 2 PROJECT
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to reject all bids received for the Weber Point Events Center Shade Structure Rehabilitation - Phase 2, Project No. WP22033, pursuant to Stockton Municipal Code section 3.68.160(B).

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

Department: Public Works
Attachment A - Vicinity MapAttachments:

12.8 23-0324 ADOPT RESOLUTION TO AUTHORIZE THE PACIFIC AVENUE AND

MARCH LANE INTERSECTION MODIFICATIONS PROJECT
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt a resolution to:

1. Approve the plans and specifications for the Pacific Avenue and March Lane Intersection Modifications, Project No. WT17025/Federal Project No.

CML-5008(181).

2. Appropriate funds in the amount of $180,000 from the Public Facility Fees Air Quality Fund Balance to the Pacific Avenue and March Lane Intersection Modifications, Project No. WT17025/Federal Project No.

CML-5008(181).

3. Appropriate funds in the amount of $20,000 from the Accessible Pedestrian Signals Program to the Pacific Avenue and March Lane Intersection Modifications, Project No. WT17025/Federal Project No.

CML-5008(181).

4. Award a Construction Contract in the amount of $650,839 to McFadden Construction, Inc. of Stockton, CA, for the Pacific Avenue and March Lane Intersection Modifications, Project No. WT17025/Federal Project No.

CML-5008(181).

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

Department: Public Works

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Attachment A - Vicinity Map
Proposed Resolution
Exhibit 1 - Construction Contract
Attachments:

12.9 23-0326 APPROVE MOTION TO AWARD A PROFESSIONAL SERVICES

CONTRACT FOR THE EIGHT MILE ROAD PRECISE ROAD PLAN
Recommended Action: RECOMMENDATION
It is recommended that the City Council approve a motion to:

1. Award a Professional Services Contract to Siegfried Engineering, Inc. of Stockton, CA, in the amount of $741,000, to prepare environmental documents and Precise Road Plan for the Eight Mile Road Precise Road Plan, Project No. WT21013.

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

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

Department: Public Works
Attachment A - Vicinity Map
Attachment B - Professional Services Contract
Attachments:

12.10 23-0354 ADOPT RESOLUTION TO AUTHORIZE THE 2016 SANITARY SEWER

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

1. Approve Notice of Exemption No. NOE09-20 under the California Environmental Quality Act for the 2016 Sanitary Sewer Rehabilitation, Project No. UW16006.

2. Approve the plans and specifications for the 2016 Sanitary Sewer Rehabilitation, Project No. UW16006.

3. Transfer funds in the amount of $488,000 from the Wastewater Utility Fund Balance to the 2016 Sanitary Sewer Rehabilitation, Project No.

UW16006.

4. Award a Construction Contract in the amount of $1,297,130 to California Trenchless, Inc. of Hayward, CA, for the 2016 Sanitary Sewer Rehabilitation, Project No. UW16006.

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

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

12.11 23-0361 ADOPT RESOLUTION TO AUTHORIZE TRANSFER OF FUNDS FOR

THE MARCH LANE/EAST BAY MUD BICYCLE AND PEDESTRIAN

PATH CONNECTIVITY IMPROVEMENTS PROJECT
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt a resolution to transfer funds in the amount of $20,000 from the Bicycle Master Plan Program, Project No. WT17003, to the March Lane/East Bay MUD Bicycle and Pedestrian Path Connectivity Improvements, Project No. WT17022/Federal Project No. ATPCML-5008(179).

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

Department: Public Works
Attachment A - Vicinity Map
Proposed Resolution
Attachments:

12.12 23-0397 ADOPT RESOLUTION TO AUTHORIZE THE CALIFORNIA STREET

ROAD DIET PROJECT

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Recommended Action:

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

1. Approve Notice of Exemption No. NOE18-21 under the California Environmental Quality Act for the California Street Road Diet, Project No.

WT18005/Federal Project No. ATPSB1L-5008(194).

2. Approve the plans and specifications for the California Street Road Diet, Project No. WT18005/Federal Project No. ATPSB1L-5008(194).

3. Appropriate funds in the amount of $1,377,143.09 from the Measure K Non-Competitive Bicycle, Pedestrian, and Safe Routes to School Program funds to the California Street Road Diet, Project No. WT18005/Federal Project No. ATPSB1L-5008(194).

4. Award a Construction Contract in the amount of $9,446,626 to George Reed, Inc. of Modesto, CA, for the California Street Road Diet, Project No.

WT18005/Federal Project No. ATPSB1L-5008(194).

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

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

13. ADMINISTRATIVE MATTERS

14. UNFINISHED BUSINESS

15. NEW BUSINESS

16. HEARINGS**

16.1 23-0468

HOLD PUBLIC HEARING FOR APPROVAL OF THE ANNUAL
ENGINEER’S REPORT, FY 2023-24 ANNUAL BUDGET, AND

CONFIRM AND LEVY ASSESSMENTS FOR THE STOCKTON

CONSOLIDATED STORM DRAINAGE MAINTENANCE
ASSESSMENT DISTRICT 2005-1

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Recommended Action:

RECOMMENDATION
The City Council, at its meeting on April 18, 2023, preliminarily approved and confirmed the Engineer's estimate of costs and expenses of the Consolidated Storm Drainage Maintenance Assessment District 2005-1 and the annual assessments related thereto and set the required public hearing.

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

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

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

2. Approve and adopt the Stockton Consolidated Storm Drainage Maintenance Assessment District No. 2005-1 (District) Annual Engineer's Report for the Fiscal Year (FY) 2023-24, which contains the budget for each zone.

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

4. File the assessments of a copy thereof, certified by the City Clerk or other City official, with the San Joaquin County Auditor and cause the assessments to be entered on the FY 2023-24 tax roll as set forth in the Annual Engineer's Report on file with the City Clerk.

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

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

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

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Department: Municipal Utilities
Attachment A - Consolidated District Zones Location Map Attachment B - Summary of Consolidated District Budget 2023-24 Proposed Resolution Consolidated District 2023-24
PPT - 16.1 - Consolidated Storm Drainage Maint Assessment Dist Attachments:

16.2 23-0469
HOLD PUBLIC HEARING FOR APPROVAL OF THE ENGINEER’S
REPORT, FISCAL YEAR 2023-24 ANNUAL BUDGETS, AND

ASSESSMENTS FOR INDUSTRIAL STORM DRAINAGE BASIN

MAINTENANCE DISTRICTS

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Recommended Action:

RECOMMENDATION
It is recommended that the City Council conduct the public hearing called for at its meeting on April 18, 2023, to consider public comment and testimony regarding the approval and adoption of the annual budgets and assessment rolls for the six districts listed below (each, a "District").

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

2. Approve and adopt the preliminary Fiscal Year (FY) 2023-24 annual budget for each District.

3. Confirm and levy FY 2023-24 assessments for each of the following six industrial storm drainage basin maintenance Assessment Districts (Districts).
1) Western Pacific Industrial Park Storm Drainage Basin Maintenance District, Project Number 81-1 (Western Pacific)
2) Charter Way Industrial Site Storm Drainage Basin Maintenance District, Project Number 86-4 (Charter Way)
3) Arch Road Industrial Park Storm Drainage Basin Maintenance District, Project Number 84-2 (Arch Road)
4) Airport Gateway Center Storm Drainage Basin Maintenance District (Airport Gateway)
5) Stockton Airport Business Center Storm Drainage Basin Maintenance District, Project Number 84-1 (Stockton Airport)
6) North Newcastle Storm Pump Station and Basin Maintenance District, Project Number 20-1 (North Newcastle)

4. Approve and adopt the Engineer's Report (Report) showing the FY 2023-24 assessments and the adjusted drainage acres to be used in assessing the costs and expenses in connection therewith as the method of assessment to be used to pay the costs and expenses of the maintenance and operation.

5. Approve, confirm, and levy the assessments, as described in the Report, of the annual amount of costs and expenses to maintain and operate the improvements upon the several subdivisions of land in each District, in proportion to the estimated benefits to be received by said

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subdivisions from the operation of said improvements and of the related incidental expenses as described in each respective Report.

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

Department: Municipal Utilities
Attachment A - Storm Drainage Basin Districts Map
Attachment B - 2023-2024 Industrial District Budget Draft Proposed Resolution Western Pacific
Proposed Resolution Charter Way Industrial
Proposed Resolution Arch Road Industrial
Proposed Resolution Airport Gateway Center
Proposed Resolution Stockton Airport Business
Proposed Resolution North Newcastle
PPT - 16.2 - Storm Drainage Basin Maintenance Districts Attachments:

16.3 23-0396 ADOPT THE BUDGET FOR THE FISCAL YEAR 2023-24 STOCKTON

CONSOLIDATED LANDSCAPE MAINTENANCE ASSESSMENT
DISTRICT NO. 96-2

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Recommended Action:

RECOMMENDATION
This public hearing is to consider public comments and testimony regarding the Fiscal Year (FY) 2023-24 Stockton Consolidated Landscape Maintenance Assessment District No. 96-2 (Consolidated Landscape District) Annual Engineer's Report, budget, and levy of assessments.

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

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

2. Approve and adopt the Consolidated Landscape District's Annual Engineer's Report for the FY 2023-24 containing the budget for each zone and confirm and levy the assessments for each zone as set forth in the Annual Engineer's Report.

3. Certify that the special assessment(s), fee(s), or charge(s) to be placed on the FY 2023-24 Secured Property Tax bill by the City of Stockton are certified to meet the requirements of Proposition 218 that added Articles XIIIC and XIIID to the California State Constitution.

4. Confirm that the assessments of the annual amount of costs and expenses for the maintenance and operation of the improvements upon the assessable lands in the Consolidated Landscape District, as contained in the Annual Engineer's Report, shall be levied and collected for FY 2023-24.

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

5. Authorize the City Manager or designee, on behalf of the City Clerk, to file the assessments or a copy thereof certified by the City Clerk with the San Joaquin County Auditor and cause the assessments to be entered on the 2023-24 tax roll for the parcels in the Consolidated Landscape District and each zone within the Consolidated Landscape District as set forth in the Annual Engineer's Report on file with the City Clerk.

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

Department: Public Works

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Attachment A - Vicinity Map
Attachment B - Proposed FY 2023-24
Attachment C - Summary of Zones
Proposed Resolution
PPT - 16.3 - Consolidated Landscape Maint Assessment Dist Attachments:

16.4 23-0394 ADOPT THE BUDGET FOR THE FISCAL YEAR 2023-24 CENTRAL

STOCKTON LIGHTING MAINTENANCE ASSESSMENT DISTRICT

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Recommended Action:

RECOMMENDATION
This public hearing is to consider public comments and testimony regarding the Fiscal Year (FY) 2023-24 Central Stockton Lighting Maintenance Assessment District (District) Annual Engineer's Report, budget, and levy of assessments.

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

2. Approve and adopt the District's Annual Engineer's Report for the FY 2023-24 containing the budget for each zone and confirm and levy the assessments for each zone as set forth in the Annual Engineer's Report.

4. Confirm that the assessments of the annual amount of costs and expenses for the maintenance and operation of the improvements upon the assessable lands in the District, as contained in the Annual Engineer's Report, shall be levied and collected for FY 2023-24. The assessments are in compliance with all laws pertaining to the levy of the annual assessment (State of California Streets and Highways Code Section 22500). The assessments are levied without regard to property valuation.

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

5. Authorize the City Manager or designee, on behalf of the City Clerk, to file the assessments or a copy thereof certified by the City Clerk with the San Joaquin County Auditor and cause the assessments to be entered on the 2023-24 tax roll for the parcels in the District, Zone 4, Oxford Manor, as set forth in the Annual Engineer's Report on file with the City Clerk.

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

Department: Public Works
Attachment A - Map of Lighting District
Attachment B - Proposed FY 2023-24 Budget
Proposed Resolution
PPT - 16.4 - Central Stockton Lighting Maint Assessment Dist Attachments:

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17. CITY MANAGER'S UPDATE

18. COUNCIL COMMENTS

19. ADJOURNMENT

INFORMATIONAL ITEMS

1. 23-0552

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

Department: City Clerk
Audit 2023-01-30
Audit 2023-03-20
Leg 2023-03-15
WAG 2022-07-06
WAG 2022-09-07
Attachments:

CERTIFICATE OF POSTING
I declare, under penalty of perjury, that I am employed by the City of Stockton and that I caused this agenda to be posted in the City Hall notice case on June 9, 2023, in compliance with the Brown Act.

Eliza R. Garza, CMC
City Clerk
By: ________________________________
Deputy

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PUBLIC COMMENTS
*
Citizens may comment on any subject within the jurisdiction of the City Council/Successor Agency to the Redevelopment Agency/Public Finance Authority/Parking Authority, including items on the Agenda. Each speaker is limited to three minutes. Speakers must submit “Request to Speak” cards to the City Clerk, and be prepared to speak when called. No speaker cards will be received after the close of the Citizen’s Comments portion of the meeting.
**Speakers should hold comments on items listed as a Hearing until the Hearing is opened.

The City of Stockton invites public comments in multiple forms. You provide your comments by using one of these methods:

1. e-Comment - follow the e-comment link on the City's agenda page stockton.granicusideas.com/meetings

2. Email - you may email your comments to [email protected]

3. Voicemail - you can leave a voice message by dialing (209) 937-8459.

4. In-Person Comments - a) Speakers must submit "request to speak cards" to the Clerk prior to the Public Comment portion of the agenda. No speaker cards will be accepted after the close of Public Comment. Please redirect any inquiries to [email protected]. b) Address only issues over which the meeting body has jurisdiction. c) Each speaker will be limited to one 3-minute comment opportunity. Donating time is not authorized. d) Your time will be displayed on the speaker podium for convenience. *
All written and voicemail public comments received by the Clerk's Office 90 minutes prior to the meeting start time will be forwarded to the meeting body members as correspondence and attached the minutes. All comments received after that time will be forwarded as correspondence the following business day. ***Additions to the Agenda - Government Code Section 54954.2(b)(2), allows members of the City Council present at the meeting to take immediate action, with either a two-thirds or unanimous vote, to place an item on the agenda that action must be taken and that the item came to the attention of the City subsequent to the agenda being posted.

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

In accordance with the Americans With Disabilities Act and California Law, it is the policy of the City of Stockton to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are a person with a disability and require a copy of a public hearing notice, or an agenda and/or agenda packet in an appropriate alternative format; or if you require other accommodation, please contact the Office of the City Clerk located at 425 North El Dorado Street, Stockton, California 95202 during normal business hours or by calling (209) 937-8458, at least 5 days in advance of the hearing/meeting. Advance notification within this guideline will enable the City/Agency to make reasonable arrangements to ensure accessibility.

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

CHALLENGING CITY DECISIONS: The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on

Page 19 ends

19 June 13, 2023City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Stockton, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

Page 20 ends

20 City of Stockton
Legislation Text
File #: 23-0609, Version: 1

ADOPT A RESOLUTION APPROVING THE DISPLAY OF THE PRIDE FLAG IN

COMMEMORATION OF PRIDE MONTH

RECOMMENDATION
It is recommended that the City Council adopt a resolution authorizing the City of Stockton to display the Pride Flag from June 14, 2023, to June 21, 2023, in commemoration of Pride Month.

Summary
At the City Council meeting of November 5, 2019, Council Policy 2.07, Flag Display Policy was adopted. The policy aims to protect the City’s ability to regulate what flags are displayed on City flagpoles by treating the display of commemorative flags as government speech and formally declaring that City flagpoles are not intended to serve as a forum for free expression by the public.

DISCUSSION
Background
Traditionally, the City of Stockton has displayed the United States Flag, the California State Flag, and the City of Stockton Flag on the flagpole located at Stockton City Hall. There are both Federal and State regulations which dictate how the United States Flag, and the California Flag must be displayed. With the adoption of Council Policy 2.07, the City created its own policy regarding the display of flags, including the display of the City of Stockton Flag, the flags of other nations or cities, or any commemorative flags. The maximum display of commemorative flags is limited to seven (7) continuous days.

Present Situation
Council Policy 2.07 defines “Commemorative Flags” as follows:
“Commemorative Flag” shall mean any flag which identifies with a specific date, historical event, cause, nation or group of people, whereby the City honors or commemorates the date, event, cause, nation or people by flying the flag.

Flags which honor or commemorate a specific event, cause, or organization, displayed on City property may implicate the First Amendment. Accordingly, to protect the City’s ability to regulate what flags are displayed on City flagpoles, the Flag Display Policy formally declares that City flagpoles are not intended to serve as a forum for free expression by the public. Additionally, the policy specifically provides that commemorative flags may be flown only as authorized by the City Council as an expression of the City’s official sentiments.

City of Stockton Printed on 6/8/2023Page 1 of 2
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21 File #: 23-0609, Version: 1
In accordance with Council Policy 2.07, Councilmember Wright requested that the City Clerk agendize a request to display the Pride Flag in commemoration of Pride month for consideration by the full Council. Pursuant to Council Policy 2.07, the City Council may, by resolution, direct City staff to display Commemorative Flags as an expression of the City’s official sentiments.

FINANCIAL SUMMARY
There is no financial impact on the City of Stockton related to this agenda item.

City of Stockton Printed on 6/8/2023Page 2 of 2
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22 Resolution No.

STOCKTON CITY COUNCIL

ADOPT A RESOLUTION APPROVING THE DISPLAY OF THE PRIDE FLAG IN

COMMEMERATION OF PRIDE MONTH

City Council Policy 2.07 regulates the display of National, State, and other flags; and

The policy clearly states that the City of Stockton flagpoles located at City -owned buildings and facilities are not intended to serve as a forum for free expression of the public; and

The City Council may, by reso lution, direct staff to display commemorative flags as an expression of the City’s official sentiments; and

The C ity Council desires to display ceremonial flags consistent with the City’s ongoing and strategic priorities, now, therefore,

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

The City Council authorizes the City to display the Pride Flag in commemoration of Pride Month from June 14, 2023 to June 21, 2023.

PASSED, APPROVED, and ADOPTED June 13, 2023 .

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

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

23 City of Stockton
Legislation Text
File #: 23-0341, Version: 1
RATIFYING THE SAN JOAQUIN COUNCIL OF GOVERNMENTS’ ANNUAL FINANCIAL PLAN FOR FISCAL YEAR 2023-24

RECOMMENDATION
It is recommended that the City Council approve a motion to ratify the San Joaquin Council of Governments’ Annual Financial Plan for Fiscal Year 2023-24.

Summary
The San Joaquin Council of Governments (SJCOG) requests ratification of its Annual Financial Plan (AFP) for Fiscal Year (FY) 2023-24. The SJCOG Joint Powers Agreement requires the AFP to be ratified by a majority of the seven-member governments, to which City of Stockton is a member. The AFP implements the SJCOG FY 2023-24 Overall Work Program, which includes ongoing and new projects and services.

There are no General Fund or unrestricted funds appropriated directly for SJCOG operations.

DISCUSSION
Background
The SJCOG is a joint-powers authority comprised of the City of Stockton, San Joaquin County, Lodi, Manteca, Tracy, Ripon, Escalon, and Lathrop. In addition, the Port of Stockton, San Joaquin Regional Transit District, and Caltrans District 10 are ex-officio members. The City of Stockton is represented by three of the twelve members of the SJCOG Board of Directors by appointees from City Council. Currently, members of the board include Mayor Lincoln and Councilmembers Warmsley and Wright
The SJCOG adopted the Annual Plan for FY 2023-24 on March 23, 2023, with their resolution R-23- 104. The SJCOG joint-powers agreement requires that a majority of the member governments ratify SJCOG’s budget each year.

Present Situation
Attached is a request for ratification of the SJCOG Annual Financial Plan, which implements the FY 2023-24 Overall Work Program (Attachment A). The Annual Financial Plan included in Attachment A provides an outline of expenditures and a line item comparing the proposed FY 2023-24 budget with the current FY 2022-23 amended budget. The total revenues and expenditures total $41,687,240, representing a 45.5% increase from the prior fiscal year.

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24 File #: 23-0341, Version: 1

FINANCIAL SUMMARY
The operations and projects of the SJCOG are funded through local sales tax, state and federal grants, special assignments, and fees. The City of Stockton may participate in funding specific infrastructure projects in cooperation with the San Joaquin Council of Governments; however, no General Fund or unrestricted funds are appropriated directly for SJCOG operations.

Attachment A - SJCOG FY 2023-2024 Annual Financial Plan City of Stockton Printed on 6/8/2023Page 2 of 2
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25 SAN JOA QUIN COUNCIL OF GOVERNMENTS
555 E. Weber Avenue x Stockton, California 95202 x P 209.235.0600 x F 209.235.0438 x www.sjcog.org Robert Rickman
CHAIR
David Bellinger

VICE CHAIR
Diane Nguyen

EXECUTIVE DIRECTOR
Member Agencies

CITIES OF

ESCALON,

LATHROP,
LODI,

MANTECA,
RIPON,

STOCKTON,
TRACY,
AND

THE COUNTY OF SAN

JOAQUIN
March 27, 2023
Harry Black
City of Stockton
425 N El Dorado Street
Stockton, CA 95202
Dear Mr
. Black:

On March 23, 2023 the SJCOG Board adopted the Annual Financial Plan for FY 2023-24.

Attached is the board staff report as well as a copy of the adopting resolution. Pursuant to SJCOG's Joint Powers Agreement, following adoption of the budget b y the SJCOG Board, it
is to be delivered to member agencies for ratification by each governing body. Approval by a majority of the governing bodies representing 55% or more of th e county's population is considered ratification.

Therefore, SJCOG requests you place SJCOG's Annual Financi al Plan for Fiscal Year 2023/24 on a forthcoming agenda prior to June 30, 2023, for ratification.

The Annual Financial Plan implements the FY 2023/24 Overall Work Prog ram (OWP) that was also adopted by the SJCOG Board on March
23, 2023.

The attached Annual
Financial Plan (AFP) provides detail of revenues and expenditures by cost category
and line item comparing the proposed FY 2023-2024 budg ets with the current year (FY 2022-2023) adopted budget, as most recently amended, along with FY 2021-2022 actual expenditures. The total revenue
s and expenditures total $41,687,240.00. The
proposed AFP represents the general fund budget for SJCOG. The revenues and expenditures in the AFP are the same
as the Overall Work Program (OWP), however, presented in a traditional line-item format
compared to the work element format of the OWP.

Readers should note seve
ral differences between SJCOG and its member agencies’ budgets:
x SJCOG revenue sources are quite different from our member agencies. x SJCOG employs staff on an at-will basis, vis-à-vis civil service and has its own employee handbook and policies.
x SJCOG has its own Financial and Accounting Policy guiding our financial matters including procurement procedures.
x SJCOG employees are exempted from Social Security except for Medicare. x As noted below, SJCOG offers a defined contribution retirement plan to its employees. SJCOG has no CalPERS or post employments benefit obligations except limited sick leave conversion as noted.

26 The following assumptions are incorporated in the budget:

1. Work will not begin, and expenses will not be incurred unless anticipated revenue sources are secured.

2. The AFP anticipates SJCOG to be fully staffed. The budget includes a 5.02% pool that can be drawn upon for merit-based increases and potential promotions. The full impact of that pool is incorporated into the salary-driven benefits (retirement, Medicare, disability).

3. SJCOG has no significant liability exposure for post-employment benefits. a. The employee retirement program is a defined contribution program managed by the International City Managers Association Retirement Program (Mission Square Retirement).
b. SJCOG employee vacation accruals are capped at two times the individual’s annual leave.
c. Upon separation with 50 years of age or 20 years of SJCOG employment, an employee can convert accrued sick leave hours to be deposited into a Retirement Health Savings Account to pay for health-related expenses. The conversion is based upon the employee’s salary at retirement.

SJCOG staff would be pleased to appear before your policymakers to answer any questions they might have regarding this matter. We request ratification prior to June 30, 2023. Please let me know when this will be on your agenda. If you have any questions regarding this matter, don't hesitate to contact me at (209) 235-0584.

Thank you for your assistance.

Sincerely,

STEVE DIAL
Deputy Executive Director/Chief Financial Officer

Attachments:

R-23-104
FY 2023-24 Annual Financial Plan Staff Report
FY 2023-24 Annual Financial Plan Board Summary

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34 City of Stockton
Legislation Text
File #: 23-0343, Version: 1
SUMMARY VACATION OF A PORTION OF PUBLIC RIGHT-OF-WAY AT 1704 WEST FREMONT STREET

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

1. Approving a summary vacation of a portion of the public right-of-way at 1704 West Fremont Street.

2. Authorizing the filing of Notice of Exemption No. 9-23 under the California Environmental Quality Act for a portion of the public right-of-way at 1704 West Fremont Street.

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

Summary
The applicant, LDF Enterprises, LLC, is requesting the vacation of a portion of the public right-of-way at 1704 West Fremont Street. The proposed vacation area is impassable to public vehicle traffic and no public money has been expended on maintenance. In addition, fee title to the surrounding parcels is owned by the applicant. As a result of these considerations, staff recommends approval of the summary vacation.

DISCUSSION
Background
The applicant owns the real property at 1704 West Fremont Street. The proposed vacation area runs west to east south of West Fremont Street (Attachments A and B - Vicinity Map and Aerial Map).

The applicant is requesting the vacation of 75 square feet of City right-of-way along West Fremont Street to clean up the title prior to the sale of the property. The area to be vacated includes a portion of the building that is 3’6” in the City right-of-way. The processing of a summary vacation is consistent with the California Streets and Highway Code.

Present Situation
The applicant is the owner of the adjacent parcels to the proposed vacation area. The proposed area to be vacated consists of 75 square feet located south of West Fremont Street, over which a portion of the applicant’s building extends 3’6” in the City right-of-way.

City of Stockton Printed on 6/8/2023Page 1 of 2
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35 File #: 23-0343, Version: 1
The Public Works, Community Development, Municipal Utilities, Police and Fire Departments, and local utilities were notified of the proposed vacation at this site, and no objections were received. The local utilities and departments’ non-objection is required to confirm support for the proposed vacation at the site and to ensure there will be no negative impact to any departmental or agency functions.

The City may perform this proposed vacation as a summary vacation under Division 9, Part 3, Sections 8331 & 8334 (a), et. seq., of the California Streets and Highway Code, and a public hearing is not required. Code section 8331, in relevant part, provides that:
“The legislative body of a local agency may summarily vacate a street or highway if both of the following conditions exist: (a) For a period of five consecutive years, the street or highway has been impassable for vehicular travel. (b) No public money was expended for maintenance on the street or highway during such period.”
Code section 8334(a), in relevant part, provides that:
“The legislative body of a local agency may summarily vacate any of the following: (a) An excess right-of-way of a street or highway not required for street or highway purposes.

The proposed vacation conforms with both Code Section 8331 and 8334(a), in that the area has been impassable for vehicular travel for five consecutive years, no public money was expended for maintenance on the street, and the excess right-of-way is not required for street or highway purposes.

It is recommended that the City Council approve the proposed resolution vacating the 75 square feet of City right-of-way along West Fremont Street.

ENVIRONMENTAL CLEARANCE
The Community Development Department has determined that this action/project is exempt from the requirements of the California Environmental Quality Act (CEQA) and is granted a ’general rule exemption’ under Section15061(B)(3) of the State CEQA Guidelines since there is no possibility that the activity in question would have significant effect on the environment and the activity is not subject to CEQA.

In accordance with Section 65402 of the Government Code, the Community Development Department further determined that this activity conforms to the City’s General Plan Policy Document, as amended.

FINANCIAL SUMMARY
The applicant, LDF Enterprises, LLC, has paid the necessary fees to process this proposed vacation.

There is no fiscal impact to the City.

Attachment A - Vicinity Map
Attachment B - Aerial Map
City of Stockton Printed on 6/8/2023Page 2 of 2
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36 9,&,1,7< MAP ATTACHMENT A
N
Proposed Abandonment
Area
37

AERIAL MAP ATTACHMENT B
N
Proposed Abandonment
Area
38 Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING THE SUMMARY VACATION OF A P ORTION OF PUBLIC RIGHT-OF-WAY AT 1704 WEST FREMONT STREET

The proposed vacation (abandonment) is located at 1704 West Fremont Street; and

LDF Enterprises, LLC, the property owner, is requesting the vacation of a portion of right-of-way to clean up the title prior to the sale of the property; and

The City may perform a summary vacation under Division 9, Part 3, sections 8331 & 8334(a), et seq., of the Calif ornia S treets and Highway Code and a public hearing is not required when the area has been impassable for vehicular travel for at least five years and no public mon ey was expended for maintenance during such period; and an excess right-of-way of a street or highw ay not required for street or highway purposes; and

The proposed vacation area has been impassable for vehicular travel for five consecutive years, no public money was expended for maintenance during such period, and the excess right-of-way is not required for street or highway purposes; and

All City Departments and local utilities were notified and provided an opportunity to object to the proposed vacation if it were to negatively impact departmental or agency functions; and

There were no objections to the proposed vacation; now, therefore,

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

1. This action is taken pursuant to Chapter 4 of Part 3 of t he Ca lifornia Streets and H ighways Code section s 8331 & 8334 , et seq., the Summary Vacation Procedure of the Public Streets, Highways, and Service Easements Vacation Law.

2. All City Departments and local u tilities were notified and there were no objections to the proposed abandonment.

3. The subject pr operty meets the criteria se t forth in the Streets and Highways Code section 8331, provided below in relevant parts:

“The legislative body of a local agency m ay summa rily vacate a street or h ighway if both of the follow ing conditions exist: (a) For a 39 period of five consecutive years, the street or highway has been impassable for vehicular travel. (b) No public money was expended for maintenance on the street or highway during such period.”

Code section 8334(a), in relevant parts, provides that:
“The legislative body of a local agency may summarily vacate any of the following: (a) An excess right-of-way of a street or highway not required for street or highway purposes.”
The proposed vacation conforms with both Code sections 8331 and 8334(a), in that the area has been impassable for veh icular travel for five consecutive years, no public money was expended for maintenance on the street, and the excess right -of-way is not required for street or highway purposes.

4. The City Council hereby authorizes t hat the public right-of-way located at 1704 West Fremont Street , more particular ly described in Exhibits 1 & 2, attached hereto, and incorporated by this reference, is hereby vacated.

5. The Cit y Manager is authorized to approve the filing of N otice o f Exemption No. 9-23 under CEQA, a copy o f wh ich is attached as Exhibit 3 and incorporated by this reference.

6. In accord ance with s ection 65402 o f the Government Code , this project/activity conforms to the City’s General Plan Policy Document, as amended.

7. LDF E nterprises, LLC has paid the n ecessary fees to pro cess this vacation.

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

PASSED, APPROVED, AND ADOPTED June 13, 2023 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton

ATTEST:

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

40 41
42 MEMORANDUM
Marc
h 29, 2023
TO: A
manda Thomas, Real Property Agent
Economic Development Department
FRO
M: Nicole D. Moore, LEED-AP, Contract Planner
Community Development Department
SUBJEC
T: CEQA NOE 9-23 – RIGHT OF WAY ABANDONMENT AT 1704 W FREMONT The Comm
unity Development Department received a request to review the above- referenced project for conformity with the Stockton General Plan and make an environmental determination pursuant to the California Enviro nmental Quality Act (CEQA). The Applicant, LDF Enterprises, LLC, is proposing to abandon right-of-way at 1704 W Frem ont Street. See attachment A for specific location.

In accor
dance with Government Code §65402, the Comm unity Development D epartment determines the project is in conformance with the Stockton General Plan. This determination is based on, but not limited to, conformance with General Plan Policy, LU -6.3 (Land Use) stating, “Ensure that all neighborhoods have access to well-maintained public facilities and utilities that meet community service needs.”
Concer
ning the California Environmental Quality Act (CEQA) determination, the Community Development Department concludes the project is Categorically Exempt under CEQA Guidelines and is granted a ‘general rule exemption’ under Section 15061(B)(3) since there is no possibility that the activity in question would have significant effect on the environment and the activity is no subject to CEQA. The project is also not subject to any of the exc eptions to the use of a Categorical Exemption listed at CEQA Guidelines §15300.2.

Upo
n approval by City Council, the Economic Development Department is advised to complete the attached Notice of Exemption (Attachment B) and file it with the San Joaquin County Clerk Office to initiate a 35-day statute of limitations on court challenges. Please retain a copy of the original posted notice within the project file in the Economic Development Department project file.

By:

Nicole D. Moore, LEED-AP, Contract Planner
Attachments
Attachment A: Request and Project Location
Attachment B: Draft Notice of Exemption
43 MEMORANDUM

March 28, 2023

TO: Nicole Moore, Contract Planner
Community Development Department

FROM: Amanda Thomas, Real Property Agent
Economic Development Department

SUBJECT: ABANDONMENT – RIGHT OF WAY

Please provide the appropriate environmenta l review for the above-referenced project as described below:

Project Title: 1704 W Fremont ROW abandonment

Applicant: LDF Enterprises, LLC

Description/Location: 1704 W Fremont

Also, please make the required determination as to conformity to the General Plan in accordance with Section 65402 of the Government Code. If you have questions regarding this request, please direct them to me at extension 7569.

AMANDA THOMAS

REAL PROPERTY AGENT

Attachment

44 45
46 CITY OF STOCKTON

NOTICE OF EXEMPTION
TO: COUNTY CLE
RK FROM: Lead Agency
COUNTY OF SAN JOAQUIN City of Stockton
44 N. San Joaquin St., Ste. 260 c/o Economic Development Dept.

Stockton, CA 95202 400 E. Main St., 4th Floor
Stockton, CA 95202

NOTICE O
F EXEMPTION PURSUANT TO PUBLIC RESOURCES CODE SECTION 21152(B) AND CALIFORNIA CODE OF REGULATIONS TITLE 14, SECTION 15062

PROJECT D
ATA
Project
Title: RIGHT OF WAY ABANDONMENT AT 1704 W FREMONT
CEQA Exemption File No.: NOE 9-23
Applicant: LDF Enterprises, LLC
Project Description/Location: The Applicant, LDF Enterprises, LLC, is proposing to abandon right-of-way at 1704 W Fremont Street. See attachment A for specific location.

DETERMIN

ATION/FINDING OF EXEMPTION
The above-desc
ribed activity/project i s exempt from the envir onmental assessment requirements of the California Environmental Quality Act (CEQA) pursuant to the following section(s) of the State CEQA Guidelines (California Code of Regulations, Title 14):

The activi
ty is not a "project" as defined in CEQA Guidelines Section 15378.

X The activity is exempt under the "general rule" at CEQA Guidelines Section 15061(B)(3).

The project is "Statutorily Exempt" per CEQA Guidelines Section: __________ The project is "Cat egorically Exempt" per CEQA Guidelines Section 15301(c).

BASIS FOR

FINDING OF EXEMPTION
The activi ty does not qualify as a project and/or clearly could not have a significant effect on the environment and, therefore, CEQA does not apply.

X The activity constitutes a discretionary project under the City's jurisdiction and qualifies as a project which has been determined not to have a signific ant effect on the environment and, therefo re, is exempt from the provisions of CEQA under the above-noted statutory or categorical exemption(s).

CARRIE WRIGHT, DIRECTOR March 29, 2023

ECONOMIC DEVELOPENT DEPARTMENT (DATE OF PREPARATION)
By

AMANDA THOMAS, REAL PROPERTY AGENT (DATE OF FIN AL APPROVAL) _____________________________________________________________________________________________

AFFIDAVIT

OF FILING AND POSTING
I declare that
on the date stamped above, I received and posted this notice or included it on a list of such notices which was posted as required by California Public Resources Code Section 21152(B). Said notice or list of notices will remain posted for 35 days from the filing date.
___________________________________________ ________________________________________________ Signature Title
_________________________________________
Pos
ting Period Ending Date
47 City of Stockton
Legislation Text
File #: 23-0481, Version: 1

RESOLUTION AUTHORIZING AN AGREEMENT WITH PENDULUM STUDIO LLC, TO

COMPLETE CONSTRUCTION DRAWINGS FOR MAJOR LEAGUE BASEBALL REQUIRED

UPGRADES TO THE BANNER ISLAND BALL PARK

RECOMMENDATION
It is recommended that the Stockton City Council adopt a Resolution:

3. Finding an exception to the competitive bidding process pursuant to SMC Section 3.68.070 through use of a competitive request for proposals; and

4. Authorizing the City Manager, or designee, to take all appropriate actions to carry out the purpose and intent of this Resolution.

Summary
Approval of this Resolution will authorize the City Manager, or designee, to execute an agreement with Pendulum studios, LLC for the development of construction drawings needed for the Banner Island Ball Park to meet MLB stadium standards. The City’s lease with Seventh Inning Stretch, Inc., Stockton Ports (Ports) ownership company, requires that the City maintain the ballpark in a first-class manner in compliance with governing baseball standards, including MLB stadium requirements (Attachment C).

DISCUSSION
Background
The City entered a license agreement with Seventh Inning Stretch, parent company of the Stockton Ports baseball team for the use of the Banner Island Ballpark. Within the terms of this lease, the City is responsible for the upkeep of the ballpark, including meeting specifications set by MLB for its league affiliates. (Attachment D)
City of Stockton Printed on 6/8/2023Page 1 of 3
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48 File #: 23-0481, Version: 1
MLB surveyed all minor league ball parks in 2021 using their newly released facility standards. The Stockton Ballpark's major areas of deficit are in separate full commissary areas for each team (home and visiting), women’s locker room facilities for umpires, and in meeting square footage requirements for areas such as pitching tunnels, coaches' offices, training rooms, etc. The City has worked with architectural firm, Pendulum, Inc. to review the existing facility to assess how space can be reconfigured to meet the new requirements, adding square footage/new-build only when necessary to minimize scope, time, and overall cost. Once a conceptual space utilization plan was created, it was sent to MLB for approval. MLB has approved the current plan, which now needs to be fully designed and engineered.

Present Situation
On February 17, 2023, the City released an RFP (PUR 23-022) to identify qualified architect firms with experience to upgrade the Banner Island Ball Park to meet the newly released MLB Stadium standards. After five weeks of posting, one proposal was received from Pendulum. Pendulum was selected for the original conceptual design phase of this project after contacting four California architectural firms with known ballpark design experience, including HKS, the original architect of the ballpark. Pendulum was selected based on their keen ability and creativity in re-using space, experience in meeting MLB standard requirements, and pricing. To date, City staff, facility managing company, ASM, and Ports leadership have been pleased with Pendulum’s efficiency, availability, and ability to meet the needs of not only the MLB, but also the operational team with reference to park use.

The Pendulum team, led by Jonathan O’Neil Cole, is an assembly of design professionals with extensive experience in large scale ballpark, public development and similar-complexity projects that have consistently materialized into built work. The requirements and scope of the Banner Island Ball Park upgrade most closely aligns with Pendulum’s successful execution of renovations at Neuroscience Group Field in Appleton, WI and the Dayton Dragons in Dayton, OH at Day Air Ballpark, among several other current ballpark renovation projects underway.

This project is aligned with the initiative’s goal to enhance and promote greater economic activity in the downtown core. Investment into the Stockton Banner Island Ball Park supports the Uplift Downtown Initiative, and the goals of the adopted Economic Development Strategic Action Plan. This investment will create additional experiences for the community, drive tourism, and attract additional sports tournaments.

The following findings justify and support the exception to competitive bidding, as stated under SMC Section 3.68.070:

1. Due to the specific nature of the project and industry, use of the RFP process is appropriate since it relies on evaluation of a service provider’s established professional experience, conduct, and performance as it relates to the design required for professional baseball stadiums focused on player and fan experience criteria.

2. The project involves a specialized field, and its success requires an experienced professional who has successfully implemented and performed such services.

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49 File #: 23-0481, Version: 1
Based on the above facts, staff recommends the award of the attached agreement to Pendulum for architectural services to develop construction drawings for the MLB upgrades needed at the Banner Island Ball Park.

FINANCIAL SUMMARY
The contract amount with Pendulum is Four hundred seventy-eight thousand ninety dollars ($478,090.00). Funding for the project has been appropriated by Council through the FY 2021-22 capital improvement budget ($150,000 Project #EDD8601, Reso. 2021-06-22-1602, Attachment A) and one-time FY 2021-22 year-end funding ($500,000, Reso. 2021-11-16-1501, Recommended Project #33, Attachment B).

Authority is requested to consolidate previous project allocations into one existing CIP Project #EV23607, created for the Banner Island Ballpark Upgrade project. This project was not created at the time when the funding amounts were appropriated. This action is administrative, to simplify the accounting of the project.

Attachment A - Resolution 2021-06-22-1602
Attachment B - Resolution 2021-11-16-1501
Attachment C - Stockton Facilities Audit MLB 2021
Attachment D - Lease and Amendments with Ports
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60 ATTACHMENT C
61 Minor League Team Name: Stockton Ports

Team Contact: Pat Filippone
404 West Freemont Street
Stockton, CA 95203
Phone: 209-639-4021
Email: [email protected]

Major League Affiliation: Oakland Athletics

Team Classification: Low-A

League Affiliation: West

Team Ownership: 7th Inning Stretch, LLC

Facility Name: Banner Island Ballpark

Year Facility Was Built: 2005

Facility Location/Address: 404 West Freemont Street
Stockton, CA 95203

Facility Ownership: City of Stockton

Facility Contact: Cody Gralapp
SMG
248 West Freemont
Stockton, CA 95203
Phone: 209-373-1412
Email: [email protected]

ATTACHMENT C
62 &/>/dz^dEZ^͗'Z/E'ZhZ/ sŝŽůĂƚŝŽŶZĞƐƵůƚƐŝŶƵƚŽŵĂƚŝĐEŽŶͲŽŵƉůŝĂŶĐĞ ^dK<dKE
^ĞĐƚŝŽŶ &ĂĐŝůŝƚǇ^ƚĂŶĚĂƌĚ
'ƌĂĚŝŶŐ
ĂƚĞŐŽƌǇ
ZĞůĂƚŝǀĞ
/ŵƉŽƌƚĂŶĐĞ /EWhd 'ƌĂĚĞ ŽŵŵĞŶƚƐ
>Žǁ DŝĚ ,ŝŐŚ >Ž ǁ DŝĚ ,ŝŐŚ
^ĞĐƚŝŽŶϭ ^ĞĐƵƌŝƚǇ
ϭ ϭ &ĂĐŝůŝƚǇ^ĞĐƵƌŝƚǇ͗
Ϯ ^ĞĐƵƌŝƚǇŽŵŵĂŶĚWŽƐƚ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ ůŽĐĂƚĞĚŝŶĂĚũĂĐĞŶƚĂƌĞŶĂ ϯ ϮϰͬϳsŝĚĞŽ^ƵƌǀĞŝůůĂŶĐĞ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ ŐĞƚƚŝŶŐŶĞǁƐǇƐƚĞŵƚŚŝƐ&Ăůů ϰ Ϯ ŝƌĞĐƚ&ŝĞůĚͬƵŐŽƵƚĐĐĞƐƐ͗΀ŶŽƉ ĞŶĂůƚǇŝĨĚĞĚŝĐĂƚĞĚƐĞĐƵƌŝƚǇ΁ ϱ
,ŽŵĞůƵď ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ĂůůƉůĂǇĞƌƐĂŶĚhŵƉŝƌĞƐƐŚĂƌĞƐŝŶŐůĞƌĂŵƉ ƚŽĨŝĞůĚĂůŽŶŐƐŝĚĞƚƌƵĐŬĂĐĐĞƐƐƌĂŵƉ
ϲ sŝƐŝƚŝŶŐůƵď ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
ϳ &ĞŵĂůĞ^ƚĂĨĨ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
ϴ hŵƉŝƌĞƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
ϵ ϯ WůĂǇĞƌWĂƌŬŝŶŐ͗WŽƐƚͲ'ĂŵĞ^ĞĐƵƌŝƚǇ΀ŝĨŶŽƵŶĞŶĐƵŵďĞƌĞĚƌŽƵƚĞ΁ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ ŐƵĂƌĚĞĚĂŶĚƐĞĐƵƌĞǁŝƚŚƐƚĂĨĨ η ^ĞĐƚŝŽŶϭdŽƚĂů ϰ
η
η ^ĞĐƚŝŽŶϮ DĞĚŝĂ&ĂĐŝůŝƚŝĞƐ
η ϭ DĞĚŝĂ&ĂĐŝůŝƚŝĞƐ͗
η DŝŶ͘ĚĞƐŬΘĨůŽŽƌƐƉĂĐĞĨŽƌD>ůƵďƐƚĂĨĨ;ϯϬƐƋ͘Ĩƚ͘ŝŶĐů͘ϲǆϮĨƚĚĞƐŬͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ^ĞĐƚŝŽŶϮdŽƚĂů Ϭ
η
η ^ĞĐƚŝŽŶϯ ,ŽŵĞůƵď&ĂĐŝůŝƚŝĞƐ
η ϭ ,ŽŵĞůƵďŚŽƵƐĞͬƌĞƐƐŝŶŐƌĞĂ͗
η DŝŶŝŵƵŵηŽĨZĞŐƵůĂƚŝŽŶ>ŽĐŬĞƌƐ͗ϯϮ 'ƌĂĚŝĞŶƚ >ϯ ϯϮ ϯϬ Ϯϴ ϭ ϯ ϭϬ ϯϮ Ϭ ;ϮϵͿΛϯϬΗǆϴϰΗƉůƵƐ;ϯͿΛϯϲΗǆϴϰΗ η >ŽĐŬĂďůĞƐƚŽƌĂŐĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η DŝŶŝŵƵŵĨůŽŽƌƐƉĂĐĞ͗ϭ͕ϬϬϬƐƋ͘Ĩƚ͘;ǁĂůůͲƚŽͲǁĂůůĚŝŵĞŶƐŝŽŶƐͿ 'ƌĂĚŝ ĞŶƚ >ϯ ϭϬϬϬ ϵϬϬ ϴϬϬ ϭ ϯ ϭϬ ϭ͕ϭϬϱ Ϭ η Ϯ ,ŽŵĞŽŵŵŝƐƐĂƌǇĂŶĚŝŶŝŶŐƌĞĂ͗
η DŝŶŝŵƵŵĨůŽŽƌƐƉĂĐĞ͗ϯϬϬƐƋ͘Ĩƚ͘΀ŵĂǆƉĞŶĂůƚǇŝĨŶŽƚƐĞƉĂƌĂƚĞƐƉĂĐĞ΁ 'ƌĂĚŝĞŶƚ >Ϯ ϯϬϬ ϮϱϬ ϭϳϱ ϭϮ ϱ Ϭ ϱ EŽƌŽŽŵ͘&ŽŽĚƐĞƚͲƵƉŝŶtĞŝŐŚƚZŵ͘dŚĞǇ ƵƐĞĂŚŽƚďŽǆĨŽƌŚŽůĚŝŶŐĨƌŽŵĐĂƚĞƌĞƌ
η ZĞĨƌŝŐĞƌĂƚŽƌ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ƌĞĂĐŚͲŝŶĐŽŽůĞƌŝŶ>ŽĐŬĞƌZŵ η &ƌĞĞǌĞƌ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ^ŝŶŬ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ŝ
ƐŚǁĂƐŚĞƌ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η DŝĐƌŽǁĂǀĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ^ƚŽƌĂŐĞĂďŝŶĞƚƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ^ĞĂƚŝŶŐĂƌĞĂ;ŵŝŶ͘ϴƉĞƌƐŽŶĐĂƉĂĐŝƚǇͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ η ŽŵƉůŝĂŶĐĞǁŝƚŚƐĂŶŝƚĂƚŝŽŶĂŶĚĐůĞĂŶůŝŶĞƐƐƐƚĂŶĚĂƌĚƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ η ϯ ,ŽŵĞ^ŚŽǁĞƌĂŶĚdŽŝůĞƚ&ĂĐŝůŝƚŝĞƐ͗
η ^ŚŽǁĞƌŚĞĂĚƐ͗ϴ;ϭϬƌĞĐŽŵŵĞŶĚĞĚͿ 'ƌĂĚŝĞŶƚ >ϯ ϴϳϲ ϭ ϯ ϭϬ ϭϬ Ϭ ϵнϭ η tĂƚĞƌĐůŽƐĞƚƐ͗Ϯ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ Ϭ Ϭ Ϯ
η hƌŝŶĂůƐ͗Ϯ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ Ϭ Ϭ Ϯ
η >ĂǀĂƚŽƌŝĞƐ͗ϰ;ϴƌĞĐŽŵŵĞŶĚĞĚͿ 'ƌĂĚŝĞŶƚ >ϯ ϰϯϮ ϭϯ ϭ Ϭ ϱ Ϭ η ůůƐŚŽǁĞƌƐƉƌŽǀŝĚĞŚŽƚǁĂƚĞƌ;ϭϬϬн&Ϳ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ϰ ,ŽŵĞdƌĂŝŶŝŶŐZŽŽŵ
η DŝŶŝŵƵŵϰϬϬƐƋ͘Ĩƚ͘ 'ƌĂĚŝĞŶƚ >ϯ ϰϬϬ ϯϬϬ ϮϬϬ ϭ ϯ ϭϬ ϰϬϴ Ϭ ŶŽƚŝŶĐůdƌĂŝŶĞƌΖƐŽĨĨŝĐĞ η KĨĨŝĐĞĚĞƐŬ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ϮĚĞƐŬƐŝŶƐĞƉĂƌĂƚĞŽĨĨŝĐĞ η ϮƚƌĞĂƚŵĞŶƚƚĂďůĞƐ 'ƌĂĚŝĞŶƚ >ϯ ϯϮϭ Ͳϯ ϭ Ϭ Ϯ Ϭ
η ϮĨƵůůͲďŽĚǇǁŚŝƌůƉŽŽůƐ 'ƌĂĚŝĞŶƚ >Ϯ ϯϮϭ ͲϮϱ Ϯ Ϭ
η /ĐĞŵĂĐŚŝŶĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ,ǇĚƌŽĐŽůůĂƚŽƌ;ϰͲƉĂĐŬŵŝŶŝŵƵŵͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ^ĐĂůĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ^ƚĂƚŝŽŶĂƌǇďŝŬĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ ŝŶĂĚũĂĐ͘tĞŝŐŚƚZŵ η >ŽĐŬĂďůĞƐƚŽƌĂŐĞĨŽƌƚƌĂŝŶŝŶŐƐƵƉƉůŝĞƐ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ η ŝŽŚĂǌĂƌĚǁĂƐƚĞƌĞĐĞƉƚĂĐůĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ^ŝŶŬǁŝƚŚŚŽƚΘĐŽůĚǁĂƚĞƌ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ϱ dĞĂŵ>ĂƵŶĚƌǇ&ĂĐŝůŝƚǇ
η ϮĐŽŵŵĞƌĐŝĂůƋƵĂůŝƚǇǁĂƐŚĞƌƐ;DŝŶϭϰϬ&ƚĞŵƉ͖ϱϬůďĐĂƉĂĐŝƚǇͿ ŝ ŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ ϭĐŽŵŵĞƌĐŝĂůĂŶĚϭƌĞƐŝĚĞŶƚŝĂů η ϭĐŽŵŵĞƌĐŝĂůƋƵĂůŝƚǇĚƌǇĞƌ;DŝŶϳϬůďĐĂƉĂĐŝƚǇͿ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ ;ϭͿϳϱůďĐŽŵŵĞƌĐŝĂůĂŶĚϭƌĞƐŝĚĞŶƚŝĂů η >ĂƵŶĚƌǇƐŝŶŬ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η >ŽĐĂƚĞĚƐĞƉĂƌĂƚĞůǇĨƌŽŵĐůƵďŚŽƵƐĞ͕ĚƌĞƐƐŝŶŐ͕ĂŶĚƚƌĂŝŶŝŶŐĂƌĞĂƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ϲ dĞĂŵ
ƋƵŝƉŵĞŶƚZŽŽŵ͗ŵŝŶ͘ϯϬϬƐ Ƌ͘Ĩƚ͖͘ůŽĐŬĂďůĞ͖ƌĞĂƐŽŶĂďůĞƉƌŽǆŝŵŝƚǇ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ϳ ,ŽŵĞ^ƚĂĨĨ>ŽĐŬĞƌƐͬƌĞƐƐŝŶŐƌĞĂ͗
η DŝŶŝŵƵŵŽĨϳƐƚĂĨĨůŽĐŬĞƌƐ͖ZĞŐƵůĂƚŝŽŶƐŝǌĞ 'ƌĂĚŝĞŶƚ >ϯ ϳϲϱ ϭϯ ϭ Ϭ ϲ ϭ ϲнϮŝŶDŐƌΖƐ;ϯϬΗǆϴϰΗͿ η ^ĞƉĂƌĂƚĞĨƌŽŵƉůĂǇĞƌĚƌĞƐƐŝŶŐĂƌĞĂ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ϴ ,ŽŵĞ&ŝĞůĚDĂŶĂŐĞƌΖƐKĨĨŝĐĞ͗
η ^ĞƉĂƌĂƚĞŵĂŶĂŐĞƌΖƐŽĨĨŝĐĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ^ĞƉĂƌĂƚĞƚŽŝůĞƚ͕ƐŚŽǁĞƌ͕ĂŶĚĚƌĞƐƐŝŶŐĂƌĞĂ΀ŵĂǇďĞƐŚĂƌĞĚǁŝƚŚĐŽĂĐŚ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ :ĂĐŬͬ:ŝůů η DĞĞƚŝŶŐƐƉĂĐĞĨŽƌĂƚůĞĂƐƚϲƉĞŽƉůĞ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ ŶŽƚĂďůĞ η ,ĂƌĚͲǁŝƌĞĚƉŚŽŶĞKZĂĚĞƋƵĂƚĞĐĞůůƉŚŽŶĞƌĞĐĞƉƚŝŽŶ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ^ĞĐƚŝŽŶϯdŽƚĂů ϭϲ
^ƚĂŶĚĂƌĚƵƚŽĨĨ
;>ĞƐƐdŚĂŶͿ WĞŶĂůƚǇZĂŶŐĞ
ϵͬϯͬϮϬϮϭ
3'/$XGLW_*UDGLQJ5XEULF_3DJHRI

ATTACHMENT C
63 &/>/dz^dEZ^͗'Z/E'ZhZ/ sŝŽůĂƚŝŽŶZĞƐƵůƚƐŝŶƵƚŽŵĂƚŝĐEŽŶͲŽŵƉůŝĂŶĐĞ ^dK<dKE
^ĞĐƚŝŽŶ &ĂĐŝůŝƚǇ^ƚĂŶĚĂƌĚ
'ƌĂĚŝŶŐ
ĂƚĞŐŽƌǇ
ZĞůĂƚŝǀĞ
/ŵƉŽƌƚĂŶĐĞ /EWhd 'ƌĂĚĞ ŽŵŵĞŶƚƐ
>Žǁ DŝĚ ,ŝŐŚ >Ž ǁ DŝĚ ,ŝŐŚ
^ƚĂŶĚĂƌĚƵƚŽĨĨ
;>ĞƐƐdŚĂŶͿ WĞŶĂůƚǇZĂŶŐĞ
ϵͬϯͬϮϬϮϭ
η
η ^ĞĐƚŝŽŶϰ sŝƐŝƚŝŶŐůƵď&ĂĐŝůŝƚŝĞƐ
η ϭ sŝƐŝƚŝŶŐůƵďŚŽƵƐĞͬƌĞƐƐŝŶŐƌĞĂ͗
η DŝŶŝŵƵŵηŽĨZĞŐƵůĂƚŝŽŶ>ŽĐŬĞƌƐ͗ϯϮ 'ƌĂĚŝĞŶƚ >ϯ ϯϮ ϯϬ Ϯϴ ϭ ϯ ϭϬ Ϯϵ ϯ ϯϬΗǆϴϰΗ η >ŽĐŬĂďůĞƐƚŽƌĂŐĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η DŝŶŝŵƵŵĨůŽŽƌƐƉĂĐĞ͗ϭ͕ϬϬϬƐƋ͘Ĩƚ͘;ǁĂůůͲƚŽͲǁĂůůĚŝŵĞŶƐŝŽŶƐͿ 'ƌĂĚŝ ĞŶƚ >ϯ ϭϬϬϬ ϵϬϬ ϴϬϬ ϭ ϯ ϭϬ ϴϭϬ ϯ η Ϯ sŝƐŝƚŝŶŐŽŵŵŝƐƐĂƌǇĂŶĚŝŶŝŶŐƌĞĂ͗
η DŝŶŝŵƵŵĨůŽŽƌƐƉĂĐĞ͗ϯϬϬƐƋ͘Ĩƚ͘΀ŵĂǆƉĞŶĂůƚǇŝĨŶŽƚƐĞƉĂƌĂƚĞƐƉĂ ĐĞ΁ 'ƌĂĚŝĞŶƚ >Ϯ ϯϬϬ ϮϱϬ ϭϳϱ ϭϮ ϱ Ϭ ϱ η ZĞĨƌŝŐĞƌĂƚŽƌ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ƌĞĂĐŚͲŝŶĐŽŽůĞƌ
η &ƌĞĞǌĞƌ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ^ŝŶŬ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ŝƐŚǁĂƐŚĞƌ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η DŝĐƌŽǁĂǀĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ^ƚŽƌĂŐĞĂďŝŶĞƚƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ^ĞĂƚŝŶŐĂƌĞĂ;ŵŝŶ͘ϴƉĞƌƐŽŶĐĂƉĂĐŝƚǇͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ η ŽŵƉůŝĂŶĐĞǁŝƚŚƐĂŶŝƚĂƚŝŽŶĂŶĚĐůĞĂŶůŝŶĞƐƐƐƚĂŶĚĂƌĚƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ η ϯ sŝƐŝƚŝŶŐ^ŚŽǁĞƌĂŶĚdŽŝůĞƚ&ĂĐŝůŝƚŝĞƐ
η ^ŚŽǁĞƌŚĞĂĚƐ͗ϲ 'ƌĂĚŝĞŶƚ >ϯ ϲϱϰ ϭϯ ϭ Ϭ ϴ Ϭ
η tĂƚĞƌĐůŽƐĞƚƐ͗Ϯ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ Ϭ Ϭ Ϯ
η hƌŝŶĂůƐ͗Ϯ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ Ϭ Ϭ Ϯ
η >ĂǀĂƚŽƌŝĞƐ͗ϰ 'ƌĂĚŝĞŶƚ >ϯ ϰϯϮ ϭϯ ϭ Ϭ ϰ Ϭ
η ůůƐŚŽǁĞƌƐƉƌŽǀŝĚĞŚŽƚǁĂƚĞƌ;ϭϬϬн&Ϳ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ϰ sŝƐŝƚŝŶŐdƌĂŝŶŝŶŐZŽŽŵ
η DŝŶŝŵƵŵϯϬϬƐƋ͘Ĩƚ͘ 'ƌĂĚŝĞŶƚ >ϯ ϯϬϬ ϮϱϬ ϭϱϬ ϭ ϯ ϭϬ ϯϭϴ Ϭ η KĨĨŝĐĞĚĞƐŬ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
η ϮƚƌĞĂƚŵĞŶƚƚĂďůĞƐ 'ƌĂĚŝĞŶƚ >ϯ ϯϮϭ Ͳϯ ϭ Ϭ Ϯ Ϭ
η ϮĨƵůůͲďŽĚǇǁŚŝƌůƉŽŽůƐ 'ƌĂĚŝĞŶƚ >Ϯ ϯϮϭ ͲϮϱ Ϭ ϱ ŚĂǀĞ ŽŶĞǁĂƚĞƌŚŽŽŬͲƵƉŽŶǁĂůů η /ĐĞŵĂĐŚŝŶĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
η ,ǇĚƌŽĐŽůůĂƚŽƌ;ϰͲƉĂĐŬŵŝŶŝŵƵŵͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ŝŽŚĂǌĂƌĚǁĂƐƚĞƌĞĐĞƉƚĂĐůĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ^ŝŶŬǁŝƚŚŚŽƚΘĐŽůĚǁĂƚĞƌ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
η ϱ sŝƐŝƚŝŶŐ^ƚĂĨĨ>ŽĐŬ ĞƌƐͬƌĞƐƐŝŶŐƌĞĂ
η DŝŶŝŵƵŵŽĨϳƐƚĂĨĨůŽĐŬĞƌƐ͖ZĞŐƵůĂƚŝŽŶƐŝǌĞ 'ƌĂĚŝĞŶƚ >ϯ ϳϲϱ ϭϯ ϭ Ϭ ϲ ϭ ϯϬΗǆϴϰΗ η ^ĞƉĂƌĂƚĞĨƌŽŵƉůĂǇĞƌĚƌĞƐƐŝŶŐĂƌĞĂ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ϲ sŝƐŝƚŝŶŐ&ŝĞůĚDĂŶĂŐĞƌΖƐKĨĨŝĐĞ
η ^ĞƉĂƌĂƚĞŵĂŶĂŐĞƌΖƐŽĨĨŝĐĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
η ^ĞƉĂƌĂƚĞƚŽŝůĞƚ͕ƐŚŽǁĞƌ͕ĂŶĚĚƌĞƐƐŝŶŐĂƌĞĂ΀ŵĂǇďĞƐŚĂƌĞĚǁŝƚŚĐŽĂĐŚ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η DĞĞƚŝŶŐƐƉĂĐĞĨŽƌĂƚůĞĂƐƚϰƉĞŽƉůĞ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ ƐƉĂĐĞŝŶŽĂĐŚĞƐ>ŽĐŬĞƌZŵ η ,ĂƌĚͲǁŝƌĞĚƉŚŽŶĞKZĂĚĞƋƵĂƚĞĐĞůůƉŚŽŶĞƌĞĐĞƉƚŝŽŶ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ^ĞĐƚŝŽŶϰdŽƚĂů ϯϴ
η
η ^ĞĐƚŝŽŶϱ ĚĚŝƚŝŽŶĂůdĞĂŵ&ĂĐŝůŝƚŝĞƐ
η ϭ ůĞĂŶŝŶŐĂŶĚ^ĂŶŝƚĂƚŝŽŶWƌŽƚŽĐŽůƐ
η ^ƵďŵŝƐƐŝŽŶĂŶĚĂƉƉƌŽǀĂůŽĨǁƌŝƚƚĞŶƉƌŽƚŽĐŽůƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ĚŚĞƌĞŶĐĞƚŽƉƌŽƚŽĐŽůƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ĐůĞĂŶĞĚĚĂŝůǇďǇƚŚŝƌĚƉĂƌƚǇ͊ η Ϯ dĞĂŵ^ƚŽƌĂŐĞ͗ŵŝŶŝŵƵŵϮϬϬƐƋ͘Ĩƚ͘΀KƌϮǆŵŝŶŝŵƵŵϭϬϬƐƋ͘Ĩƚ͘΁ ŝ ŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ϯϭϱƐĨ η ϯ hŵƉŝƌĞ&ĂĐŝůŝƚŝĞƐ
η
ŶŽƵŐŚƌĞŐƵůĂƚŝŽŶůŽĐŬĞƌƐĨŽƌηŽĨƵŵƉŝƌĞƐĂƚůĞǀĞůŽĨƉůĂǇ ŝŶĂ ƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ;ϰͿϯϬΗǆϴϰΗ η DŝŶŝŵƵŵϮϬϬƐƋ͘Ĩƚ͘ 'ƌĂĚŝĞŶƚ >Ϯ ϮϬϬ ϭϳϱ ϭϱϬ ϭ Ϯ ϱ ϯϰϮ Ϭ η ϰ &ĞŵĂůĞ^ƚĂĨĨ&ĂĐŝůŝƚŝĞƐ͗
η WƌŝǀĂƚĞĚƌĞƐƐŝŶŐ͕ƐŚŽǁĞƌ͕ĂŶĚƚŽŝůĞƚĨĂĐŝůŝƚǇ΀ϭϬƉƚƚŽƚĂůƉĞŶĂůƚǇŝĨE΁ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ ϭ ϭϬ η ZĞĂƐŽŶĂďůĞƉƌŽǆŝŵŝƚǇƚŽŚŽŵĞĂŶĚǀŝƐŝƚŝŶŐĐůƵďŚŽƵƐĞƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ η DŝŶŝŵƵŵϰƌĞŐƵůĂƚŝŽŶůŽĐŬĞƌƐ 'ƌĂĚŝĞŶƚ >Ϯ ϰϯϮ ϭϮ ϱ
η DŝŶŝŵƵŵϮϬϬƐƋ͘Ĩƚ͘ 'ƌĂĚŝĞŶƚ >Ϯ ϮϬϬ ϭϳϱ ϭϱϬ ϭϮ ϱ
η ^ŚŽǁĞƌŚĞĂĚƐ͗Ϯ 'ƌĂĚŝĞŶƚ >ϯ E Ϯ ϭ E ϭ ϭϬ
η tĂƚĞƌĐůŽƐĞƚƐ͗Ϯ 'ƌĂĚŝĞŶƚ >ϯ E Ϯ ϭ E ϭ ϭϬ
η >ĂǀĂƚŽƌŝĞƐ͗Ϯ 'ƌĂĚŝĞŶƚ >ϯ E Ϯ ϭ E ϭ ϭϬ
η ϱ tĞŝŐŚƚZŽŽŵ͗
η KŶͲƐŝƚĞǁĞŝŐŚƚƌŽŽŵ;ŵŝŶϳϱϬƐƋ͘Ĩƚ͘ͿĂǀĂŝůĂďůĞƚŽ,нs΀ϭϬƉƚŶ ŽŶĞ΁ 'ƌĂĚŝĞŶƚ >ϯ ϳϱϬ ϲϬϬ ϰϱϬ ϭ ϯ ϭϬ ϱϱϬ ϯ η
ŶĐůŽƐĞĚ͕ĐůŝŵĂƚĞͲĐŽŶƚƌŽůůĞĚƐƉĂĐĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ZƵďďĞƌŵĂƚƐͬĨůŽŽƌŝŶŐ;ŽƌŽƚŚĞƌD>ůƵďĂƉƉƌŽǀĞĚĨůŽŽƌŝŶŐͿ ŝŶ ĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ ĐĂƌƉĞƚ η ϲ ,
ŝƚƚŝŶŐͬWŝƚĐŚŝŶŐdƵŶŶĞůƐ͗
η dǁŽĐŽǀĞƌĞĚƉŝƚĐŚŝŶŐͬŚŝƚƚŝŶŐƚƵŶŶĞůƐ΀ϭϬƉƚƚŽƚĂůƉĞŶĂůƚǇŝĨ ůĞƐƐƚŚĂŶ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ Ϭ Ϭ dƵŶŶĞůϭ͗DŝŶŝŵƵŵĚŝŵĞŶƐŝŽŶƐ;ϭϮΖŚǆϭϱΖǁǆϳϱΖůͿ 'ƌĂĚŝĞŶƚ >Ϯ ^ĞĞƐĐŚĞĚƵůĞ ϭϮ ϰ E ϰ ϵǆϭϰǆϴϰ η dƵŶŶĞůϮ͗DŝŶŝŵƵŵĚŝŵĞŶƐŝŽŶƐ;ϭϮΖŚǆϭϱΖǁǆϳϱΖůͿ 'ƌĂĚŝĞŶƚ >Ϯ ^ĞĞƐĐŚĞĚƵůĞ ϭϮ ϰ E ϰ ϵǆϭϰǆϴϰ η WĂĚĚŝŶŐƉŝƚĐŚŝŶŐƐĐƌĞĞŶ;ϴΖǆϴΖͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ^ƵĨĨŝĐŝĞŶƚůŝŐŚƚŝŶŐƐǇƐƚĞŵƐ΀ŵŝŶŝŵƵŵϳϬĨĐ΁ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ η tĞůůͲǀĞŶƚŝůĂƚĞĚƐƉĂĐĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ŽƉĞŶŽŶϮƐŝĚĞƐĂŶĚŶŽĨŽƌĐĞĚĂŝƌ͘ŽĞƐ ŶŽƚŐĞƚǁĞƚĨƌŽŵƌĂŝŶ
η WŽǁĞƌŽƵƚůĞƚƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η WƌŽĨĞƐƐŝŽŶĂůƋƵĂůŝƚǇŶĞƚƚŝŶŐǁŝƚŚŽƵƚĚĞĨĞĐƚƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ ůŽƚƐŽĨƉĂƚĐŚĞƐĞǀŝĚĞŶƚ͘^ŚŽƵůĚďĞ ƌĞƉůĂĐĞĚ
η ^ĞĐƚŝŽŶϱdŽƚĂů Ϯϲ
η
η ^ĞĐƚŝŽŶϲ ,ŝŐŚͲ^ƉĞĞĚ/ŶƚĞƌŶĞƚ
η ϭ WƌŝŵĂƌǇ/ŶƚĞƌŶĞƚŽŶŶĞĐƚŝŽŶ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ ϭ ϭϬ η Ϯ ^ĞĐŽŶĚĂƌǇ/ŶƚĞƌŶĞƚŽŶŶĞĐƚŝŽŶ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ η ^ĞĐƚŝŽŶϲdŽƚĂů ϭϯ
3'/$XGLW_*UDGLQJ5XEULF_3DJHRI

ATTACHMENT C
64 &/>/dz^dEZ^͗'Z/E'ZhZ/ sŝŽůĂƚŝŽŶZĞƐƵůƚƐŝŶƵƚŽŵĂƚŝĐEŽŶͲŽŵƉůŝĂŶĐĞ ^dK<dKE
^ĞĐƚŝŽŶ &ĂĐŝůŝƚǇ^ƚĂŶĚĂƌĚ
'ƌĂĚŝŶŐ
ĂƚĞŐŽƌǇ
ZĞůĂƚŝǀĞ
/ŵƉŽƌƚĂŶĐĞ /EWhd 'ƌĂĚĞ ŽŵŵĞŶƚƐ
>Žǁ DŝĚ ,ŝŐŚ >Ž ǁ DŝĚ ,ŝŐŚ
^ƚĂŶĚĂƌĚƵƚŽĨĨ
;>ĞƐƐdŚĂŶͿ WĞŶĂůƚǇZĂŶŐĞ
ϵͬϯͬϮϬϮϭ
η
η ^ĞĐƚŝŽŶϳ WůĂǇŝŶŐ&ŝĞůĚ
η ϭ &ŝĞůĚŝŵĞŶƐŝŽŶ ƐŽŵƉůŝĂŶĐĞ͗
η ŝƐƚĂŶĐĞĞƚǁĞĞŶĂƐĞƐ;нͬͲϯΗͿ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ η WŝƚĐŚĞƌΖƐDŽƵŶĚ,ĞŝŐŚƚ;нͬͲϭΗͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ϵ͘ϱΗŚĞŝŐŚƚ͖ŵŽƵŶĚƚŽƉůĂƚĞĚŝƐƚĂŶĐĞŝƐ ϲϬΖϴΗ
η WŝƚĐŚĞƌΖƐDŽƵŶĚ^ůŽƉĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ ^ůŽƉĞŝƐϭΗƚŽŽƐƚĞĞƉ η WůĂǇŝŶŐ^ƵƌĨĂĐĞ͗
η
EŽĚĞĨĞĐƚƐŽƌƚƌŝƉŚĂǌĂƌĚƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
ϭͿ>ŝƉƐͲŝŶĨŝĞůĚƐŬŝŶĂŶĚǁĂƌŶŝŶŐƚƌĂĐŬĚŝƌƚ
ĞĚŐĞƐĂƌĞůŽǁŽŶŵĂƚĞƌŝĂů;нϭΗůŽǁͿ
ϮͿůůďĂƐĞĂŶĐŚŽƌƐĂƌĞŝŶƐƚĂůůĞĚƚŽŽůŽǁ
ǁŚŝĐŚƌĞƐƵůƚƐŝŶƚŚĞďĂƐĞďĞŝŶŐůĞƐƐƐĞĐƵƌĞ
ǁŚĞŶŝŶƐĞƌƚĞĚŝŶƚŚĞĂŶĐŚŽƌ͘dŚĞƚŽƉŽĨ
ƚŚĞϮĂŶĐŚŽƌŝƐŝŶƐƚĂůůĞĚϯΗďĞůŽǁ
ĨŝŶŝƐŚĞĚŐƌĂĚĞ͘DĂŶƵĨĂĐƚƵƌĞƌƐ
ƌĞĐŽŵŵĞŶĚĂƚŝŽŶŝƐĂŵĂǆŽĨϭΗďĞůŽǁ
ŐƌĂĚĞ͘
ϯͿKďƐĞƌǀĞĚĂĨĞǁĨŝĞůĚĚƌĂŝŶƐ͕ůŽĐĂƚĞĚŝŶ
ƌŽƵŶĚǀĂůǀĞďŽǆĞƐĂůŽŶŐƚŚĞƉĞƌŝŵĞƚĞƌŽĨ
ƚŚĞĨŝĞůĚǁĂůů͕ŶŽƚŝŶƐƚĂůůĞĚƉůƵŵď͘ĚũƵƐƚ
ǀĂůǀĞďŽǆĞƐƐŽƚŚĞǇĂƌĞůĞǀĞůǁŝƚŚƚŚĞ
ƚƌĂĐŬƐƵƌĨĂĐĞ͘
ϰͿKĨĨͲ&ŝĞůĚƵůůƉĞŶͲdŚĞǁĂƌŶŝŶŐƚƌĂĐŬ
ĂĚũĂĐĞŶƚƚŽƚŚĞƐǇŶƚŚĞƚŝĐƚƵƌĨǁŽŽĚĐƵƌď
ďǇƚŚĞĐĂƚĐŚĞƌΖƐĂƌĞĂŝƐůŽǁͲƚŚĞǁĂƌŶŝŶŐ
ƚƌĂĐŬŶĞĞĚƐƚŽďĞĨůƵƐŚǁŝƚŚƚŚĞƚƵƌĨͬĐƵƌď
ƚŽƉƌŽǀŝĚĞĂƐŵŽŽƚŚƚƌĂŶƐŝƚŝŽŶ
η tĂƌŶŝŶŐƚƌĂĐŬͲĐŽǀĞƌŝŶŐĂůůǌŽŶĞƐǁŝƚŚŝŶϭϱΖŽĨĂůůǁĂůůƐͬĨĞŶĐĞƐ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ tĂƌŶŝŶŐƚƌĂĐŬŝŶĨƌŽŶƚŽĨƚŚĞĚƵŐŽƵƚƐŝƐ ϭϯΖǁŝĚĞ
η tĂƌŶŝŶŐƚƌĂĐŬŵĂƚĞƌŝĂůͲƐƵĨĨŝĐŝĞŶƚůǇĚŝĨĨĞƌĞŶƚƐƵƌĨĂĐĞƚǇƉĞ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ η Ϯ &ŝĞůĚ'ƌĂĚĞ
η &ůĂƚŝŶĨŝĞůĚƉůĂǇŝŶŐƐƵƌĨĂĐĞ΀
ǆŝƐƚŝŶŐĨĂĐŝůŝƚŝĞƐŝŶĐŽŵƉůŝĂŶĐĞƵƉƚŽ͘ϯϳ
й ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ
η DĂǆŝŵƵŵŐƌĂĚĞĨƌŽŵďĂƐĞůŝŶĞƚŽĚƵŐŽƵƚƐƚĞƉсϴΗ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ ϭϮΗŽĨĨĂůů η DĂǆŝŵƵŵŐƌĂĚĞĨƌŽŵƐĞĐŽŶĚďĂƐĞƚŽK&ǁĂƌŶŝŶŐƚƌĂĐŬсϮϬΗ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ η ϯ &ŝĞůĚtĂůů
η DŝŶŝŵƵŵϴΖŚŝŐŚ΀ϱΖŵŝŶŝŵƵŵŝŶĨƌŽŶƚŽĨĞǆŝƐƚŝŶŐďƵůůƉĞŶƐ΁ ŝŶĂƌǇ> ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ϴΖŚ͖ϭϮΖŚŝŶ>& η WƌŽƚĞĐƚŝǀĞƉĂĚĚŝŶŐƵƉƚŽĂƚůĞĂƐƚϴΖŚŝŐŚ;ŽƌƚŽƉŽĨǁĂůůͿ ŝŶĂƌǇ> ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ƉƉƌŽƉƌŝĂƚĞƐĂĨĞŐƵĂƌĚƐŽǀĞƌĂŶǇ>
Ɛ;ŝĨĂƉƉůŝĐĂďůĞͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ϰ Ƶ ů ů Ɖ Ğ Ŷ Ɛ
η EĞǁĨĂĐŝůŝƚŝĞƐ͗ƵůůƉĞŶůŽĐĂƚŝŽŶŽĨĨƚŚĞƉůĂǇŝŶŐĨŝĞůĚ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η WƌŽƚĞĐƚŝǀĞŽǀĞƌŚĞĂĚĐŽǀĞƌ;ŝĨŽĨĨƚŚĞƉůĂǇŝŶŐĨŝĞůĚͿ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ η EŽƚƌŝƉƉŝŶŐŚĂǌĂƌĚ;ŝĨŝŶĨŽƵůƚĞƌƌŝƚŽƌǇͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η sŝƐŝďůĞƚŽďŽƚŚĚƵŐŽƵƚƐĂŶĚƉƌĞƐƐďŽǆ;ŽƌĂƉƉƌŽƉƌŝĂƚĞǀŝĚĞŽĨĞĞĚͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η dǁŽƉŝƚĐŚŝŶŐŵŽƵŶĚƐĂŶĚŚŽŵĞƉůĂƚĞƐƉĞƌďƵůůƉĞŶ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ZĞŐƵůĂƚŝŽŶŝŵĞŶƐŝŽŶ;ŚĞŝŐŚƚĂŶĚƐůŽƉĞͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ ,ŽŵĞĂŶĚsŝƐŝƚŽƌƵůůƉĞŶƐůŽƉĞƐĂƌĞƚŽŽ ƐƚĞĞƉ
η ĞŶĐŚĨŽƌϭϬƉůĂǇĞƌƐŝŶĞĂĐŚďƵůůƉĞŶ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ĞĚŝĐĂƚĞĚƉŚŽŶĞƐŽƌǁĂůŬŝĞͲƚĂůŬŝĞƐǁŝƚŚĐŽŶŶĞĐƚŝŽŶƚŽĚƵŐŽƵƚ ŝŶ ĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ WŚŽŶĞƐ η ϱ Ƶ Ő Ž Ƶ ƚ Ɛ
η ĞŶĐŚ͗DŝŶŝŵƵŵϰϱΖƚŽƚĂůůĞŶŐƚŚ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ ϱϮΖͲϭϬΗ η ĞŶĐŚǁŝƚŚƐĞĂƚďĂĐŬ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ,ĞůŵĞƚƌĂĐŬĨŽƌŵŝŶŝŵƵŵŽĨϭϱŚĞůŵĞƚƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ĂƚƌĂĐŬĨŽƌŵŝŶŝŵƵŵŽĨϯϬďĂƚƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η tĂƚĞƌƐŽƵƌĐĞǁŝƚŚŝŶϭϬϬΖŽĨĞĂĐŚĚƵŐŽƵƚ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η EĞǁĨĂĐŝůŝƚŝĞƐ͗ŝƌĞĐƚĂĐĐĞƐƐƚŽƌĞƐƚƌŽŽŵ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ŚĂǀĞďĂƚŚƌŽŽŵƐ η ŶƚŝͲƐŬ
ŝĚƐƵƌĨĂĐĞŽŶƐƚĞƉƐĂŶĚǁĂůŬǁĂǇƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ǇĞƐ͕ďƵƚƌƵďďĞƌƚŝůĞƐĂƌĞůŽŽƐĞĂŶĚ ƉŽƚĞŶƚŝĂůƚƌŝƉƉŝŶŐŚĂǌĂƌĚ
η WƌŽƚĞĐƚŝǀĞŶĞƚƚŝŶŐĂůŽŶŐĞŶƚŝƌĞƚǇŽĨĚƵŐŽƵƚŐƵĂƌĚƌĂŝů ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ŶĞƚƚŝŶŐŶĞĞĚƐƌĞƉůĂĐĞĚ η ϲ &ŝĞůĚ
ƋƵŝƉŵĞŶƚ
η ĂƚƚŝŶŐĂŐĞ;ŵŝŶ͘ĚŝŵĞŶƐŝŽŶƐǁͬƉĂĚĚŝŶŐͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ůůƌĞƋƵŝƌĞĚ&ŝĞůĚ^ĐƌĞĞŶƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ĂƚƚĞƌΖƐ
ǇĞ͗ŝŵĞŶƐŝŽŶƐ;DŝŶϯϬΖŚǆϲϬΖǁͿ΀EĞǁĨĂĐŝůŝƚŝĞƐс ϯϲΖŚǆϲ Ϭ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ ϭϵΖǆϳϴΖ
η ĂƚƚĞƌΖƐ
ǇĞ͗EŽǁŚŝƚĞůĞƚƚĞƌŝŶŐͬďĂĐŬŐƌŽƵŶĚ͕ŵŽƚŝŽŶĞĨĨĞĐƚƐ͕Žƌ > ǁ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η &ŽƵůWŽůĞƐ͗ŵŝŶŝŵƵŵϯϬΖŚŝŐŚ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η &ŽƵůWŽůĞƐ͗ŵŝŶŝŵƵŵϴΖƉĂĚĚŝŶŐĂƚďĂƐĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ϳ &ŝĞůĚ>ŝŐŚƚŝŶŐǀĞƌĂŐĞ ĨĐ΀/ŶĨŝĞůĚ΁ 'ƌĂĚŝĞŶƚ >ϯ Ͳϵ Ϭ ϳ Ϭ ϭ ϯ ϭϬ ϵϰ Ϭ η &ŝĞůĚ>ŝŐŚƚŝŶŐǀĞƌĂŐĞĨĐ΀KƵƚĨŝĞůĚ΁ 'ƌĂĚŝĞŶƚ >ϯ Ͳϲ Ϭ ϱ Ϭ ϭ ϯ ϭϬ ϲϳ͘ϳ Ϭ η &ŝĞůĚ>ŝŐŚƚŝŶŐhŶŝĨŽƌŵŝƚǇZĂƚŝŽ΀/ŶĨŝĞůĚ΁ 'ƌĂĚŝĞŶƚ >Ϯ Ͳϭ ͘ ϯ ϭ ͘ ϳ ϭϮ ϱ ϭ ͘ Ϯ Ϯ ϭ η &ŝĞůĚ>ŝŐŚƚŝŶŐhŶŝĨŽƌŵŝƚǇZĂƚŝŽ΀KƵƚĨŝĞůĚ΁ 'ƌĂĚŝĞŶƚ >Ϯ ͲϮ ͘ Ϯ ϯ ͘ Ϭ ϭϮ ϱ Ϯ ͘ ϯ ϭ Ϯ η ϴ ĂƚƚŝŶŐĂŐĞ'ĂƚĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ϵ ĂĐŬƐƚŽƉ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ϭϬ WůĂǇŝŶŐ&ŝĞůĚdĂƌƉƐ͗ŝŶĨŝĞůĚ͕ ƉŝƚĐŚĞƌΖƐŵŽƵŶĚ͕ŚŽŵĞƉůĂƚĞ͕ďĂƐĞƉŝƚ͕ĂŶĚ ď ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ^ĞĐƚŝŽŶϳdŽƚĂů Ͳ ϮϬ
3'/$XGLW_*UDGLQJ5XEULF_3DJHRI

ATTACHMENT C
65 &/>/dz^dEZ^͗'Z/E'ZhZ/ sŝŽůĂƚŝŽŶZĞƐƵůƚƐŝŶƵƚŽŵĂƚŝĐEŽŶͲŽŵƉůŝĂŶĐĞ ^dK<dKE
^ĞĐƚŝŽŶ &ĂĐŝůŝƚǇ^ƚĂŶĚĂƌĚ
'ƌĂĚŝŶŐ
ĂƚĞŐŽƌǇ
ZĞůĂƚŝǀĞ
/ŵƉŽƌƚĂŶĐĞ /EWhd 'ƌĂĚĞ ŽŵŵĞŶƚƐ
>Žǁ DŝĚ ,ŝŐŚ >Ž ǁ DŝĚ ,ŝŐŚ
^ƚĂŶĚĂƌĚƵƚŽĨĨ
;>ĞƐƐdŚĂŶͿ WĞŶĂůƚǇZĂŶŐĞ
ϵͬϯͬϮϬϮϭ
η Ͳ
η ^ĞĐƚŝŽŶϴ DĂŝŶƚĞŶĂŶĐĞ Ͳ
η ϭ &ĂĐŝůŝƚǇDĂŝŶƚĞŶĂŶĐ Ğ^ƚĂĨĨΘWƌĂĐƚŝĐĞƐ Ͳ
η 'ƌŽƵŶĚƐŬĞĞƉĞƌǁͬƚƵƌĨĚĞŐƌĞĞŽƌŽƚŚĞƌĂƉƉƌŽǀĞĚĂĐĐƌĞĚŝĚĂƚŝŽŶ ŝŶ ĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η
^ƵĨĨŝĐŝĞŶƚŐƌŽƵŶĚƐŬĞĞƉŝŶŐƐƚĂĨĨͲŶŽƉůĂǇĞƌŽƌĐŽĂĐŚƵƉŬĞĞƉƌĞƋ ƵŝƌĞĚ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ dŚĞĨĂĐŝůŝƚǇĚŽĞƐŶŽƚĞŵƉůŽǇĂŶĂƐƐŝƐƚĂŶƚ
ŐƌŽƵŶĚƐŬĞĞƉĞƌ͘&ƌŽŵĨŝĞůĚĐŽŶĚŝƚŝŽŶƐ͕ŝƚŝƐ
ĂƉƉĂƌĞŶƚƚŚĂƚŵŽƌĞůĂďŽƌŚŽƵƌƐĂƌĞ
ŶĞĞĚĞĚƚŽŝŵƉƌŽǀĞƚŚĞƋƵĂůŝƚǇŽĨƚŚĞ
ƉůĂǇŝŶŐƐƵƌĨĂĐĞ͘
η ƉƉƌŽǀĞĚ'ƌŽƵŶĚƐŬĞĞƉŝŶŐWƌŽŐƌĂŵƚŚĂƚŝƐĨŽůůŽǁĞĚďǇĐůƵď ŝŶĂƌǇ > ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η Ϯ &ŝĞůĚDĂŝŶƚĞŶĂŶĐĞ
ƋƵŝƉŵĞŶƚ
η
ŝƌƚͬĐůĂǇĐĂƌĞĞƋƵŝƉŵĞŶƚ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ
&ĂĐŝůŝƚǇĚŽĞƐŶŽƚŚĂǀĞĂƐŵĂůů͕ŚŝŐŚZWD
ƚŝůůĞƌ;ƌĞĐŽŵŵĞŶĚĂŶ
ĐŚŽdϮϭϬ͕DĂŶƚŝƐ
ƚŝůůĞƌ͕ŽƌĞƋƵŝǀĂůĞŶƚͿŽƌƉůĂƚĞĐŽŵƉĂĐƚŽƌ͘
η dƵƌĨĐĂƌĞĞƋƵŝƉŵĞŶƚ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ &ĂĐŝůŝƚǇĚŽĞƐŶŽƚŚĂǀĞĂďŽŽŵƐƉƌĂǇĞƌ η ϯ WůĂǇŝŶŐ&ŝĞůĚZĞĐŽŶĚŝƚŝŽŶŝŶŐ ;ƉƌŝŽƌƚŽĞĂĐŚŐĂŵĞͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ϰ &ŝĞůĚDĂŝŶƚĞŶĂŶĐĞDĂƚ ĞƌŝĂůƐ;ƐƵĨĨŝĐŝĞŶƚĚƌǇŝŶŐŵĂƚĞƌŝĂůŽŶŚĂŶĚͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η
ϱ &ƵůůͲ&ŝĞůĚ/ƌƌŝŐĂƚŝŽŶ^ǇƐƚĞŵ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
ϭͿKďƐĞƌǀĞĚŝƌƌŝŐĂƚŝŽŶŚĞĂĚƐƚŚĂƚĂƌĞ
ŝŶƐƚĂůůĞĚƚŽŽůŽǁ;ƵƉƚŽϮΗͿ
ϮͿKďƐĞƌǀĞĚǀĂůǀĞďŽǆĞƐƚŚĂƚĂƌĞŝŶƐƚĂůůĞĚ
ƚŽŽůŽǁ;ϭ͘ϱΗͿ
η ϲ &ŝĞůĚƌĂŝŶĂŐĞ^ǇƐƚĞŵ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ
^ĞĐƚŝŽŶϴdŽƚĂů ϭϬ
dKd>&/>/dz^KZ
ϭϮϳ
3'/$XGLW_*UDGLQJ5XEULF_3DJHRI

ATTACHMENT C
66 ATTACHMENT C
102.6

90.8 94.0

90.9 89.7 93.7

98.4 98.4 93.2
106.4 96.3 89.6 88.9

95.6 88.6 87.5

94.1 65.9 64.8

84.9 73.2 69.9 40.8

70.6 73.4 82.8

64.8 67.7 72.5 40.9

62.9 64.7 67.8

67.0 62.1

79.0 61.8

63.4 71.9

83.7 60.2

60.9 55.3
14 1
14 1
22 12
12 12
12 22
Banner Island Ballpark
EwingCole
Clear / 70°
120
2 94.0 FC 100 FC

1.2/1

2.0/1
70 FC
50 FC
70 FC
70 FC
50 FC
106.4/87.5 1.22/1

67.7 FC

94.1/40.8 2.31/1

45.0 FC

46.1 FC

15.8 FC

22.9 FC
Metal Halide - Light Structure Green
08/24/2021
Gossen-Mavolux 5032B
04/02/2021
1500 W
04/01/2005
Musco 90' 90' C1:80' '
H
V
EwingCole Project: 20200656
106.4
102.6
Field Lighting Assessment
Name: Stockton Ports
Location: Stockton, CA
Affiliation: Oakland Athletics
Class: Low-A
League: West
H: Home Bullpen V: Visitor Bullpen
0 0
0 0
0 0
C2,C3,C4:88'
A1
B1
C1
C2
C3
C4
A2
B2
Lighting Assessment Information
Key Sports Lighting System Information Measurements
Stadium/Ballpark
Date Installed
Manufacturer
Lamp Type
Lamp Watts
Date of Readings
Readings Taken By
Light Meter
Meter Calibration Date
Weather/Temperature
Number of Lamps
Lamps Out
Height of Poles
A: C:B:

Requirements
Infield Average
H/L | Ratio
Outfield Average
H/L | Ratio
Home Bullpen Average
Visitor Bullpen Average
Hit/Pitch Tunnel 1 Average
Measured
Readings
Number of lamps
Number of lamps out
Lamps higher on
pole for field lighting
Lamps lower on pole
for up-lighting
PDL
Stds.

Hit/Pitch Tunnel 2 Average
Key Sports Lighting System Information Measurements
Lighting Assessment Information
67 ATTACHMENT C
Hit/Pitch Tunnel 2Hit/Pitch Tunnel 1

50.5 55.648.9

42.629.8

42.652.7

57.551.8

46.131.8

36.8 25.813.78.0

94.0 FC

1.22/1

67.7 FC

2.31/1

45.0 FC

46.1 FC 50 FC
50 FC
70 FC
70 FC
100 FC

1.2/1
70 FC

2.0/1

15.8 FC

22.9 FC

11.331.625.7
Additional Measurement Areas:

Summary of Findings:

Recommendations to meet PDL Facility Standards:

Special Notes on Installation:

Foot-candle Light Summary Data:

Field Lighting Assessment
Name: Stockton Ports
Location: Stockton, CA
Affiliation: Oakland Athletics
Class: Low-A
League: West EwingCole Project: 20200656
Home Bullpen Visitor Bullpen
This sports lighting system currently does not comply with PDL Facility Standards. By a small margin, this system currently does not meet any of the field lighting requirements.

The hitting/pitching tunnels light levels do not meet the PDL Facility Standard.

In order to comply with the PDL Facility Standards, this sports lighting system needs one of the following approaches to be done to be compliant.

The first approach would be to clean and re-lamp all luminaires and to hire a qualified sports lighting specialist to help re-aim the system and take measurements until full compliance is confirmed.

The second approach would be to replace the system with a new LED sports lighting system. In this case, we would recommend you retain a qualified sports lighting designer and electrical engineer to establish project requirements for this specific site in order to properly engage a sports lighting manufacturer.

A new overall LED lighting layout is recommended to bring the hitting/pitching tunnel light level averages up to 70 FC.

SECTION 3.1: HOME CLUBHOUSE/DRESSING AREA SECTION 3.2: HOME COMMISSARY/DINING AREA

SECTION 3.3: HOME SHOWER AND TOILET FACILITIES SECTION 3.4: HOME TRAINING ROOM

SECTION 3.5: TEAM LAUNDRY FACILITY SEC TION 3.7: HOME STAFF LOCKERS/DRESSING AREA

ATTACHMENT C
69 2021 PDL Audit Report | Facility Photos - General | Page 2 of 3

SECTION 4.1: VISITING CLUBHOUSE/DRESSING AREA SECTION 4.2: VISITING COMMISSARY/DINING AREA

SECTION 4.4: VISITING TRAINING ROOM SEC TION 4.5: VISITING STAFF LOCKERS/DRESSING AREA

SECTION 5.5: WEIGHT ROOM

ATTACHMENT C
70 2021 PDL Audit Report | Facility Photos - General | Page 3 of 3

SECTION 5.6: HITTING/PITCHING TUNNELS SECTION 7: PLAYING FIELD

SECTION 7.3: FIELD WALL SECTION 7.5: DUGOUTS

SECTION 7.6.3: BATTER’S EYE SECTION 7.6.4: FOUL POLES

ATTACHMENT C
71 2021 PDL Audit Report | Facility Photos – Samples of Non-Compliance | Page 1 of 2

SECTION 3.2: HOME COMMISSARY AND DINING

AREA IS NOT SEPARATED FROM THE LOCKER RM (IS

IN THE WEIGHT RM) IS MISSING MUCH OF THE
REQ’D EQUIPMENT AND HAS NO SEATING.

SECTION 4.1: THE VISITING CLUBHOUSE/DRESSING

AREA IS NOT BEG ENOUGH

SECTION 3.1: THE HOME CLUBHOUSE DRESSING
AREA IS NOT LARGE ENOUGH.

SECTION 4.2: THERE IS NO VISITING
COMMISSARY/DINING AREA.

ATTACHMENT C
72 2021 PDL Audit Report | Facility Photos – Samples of Non-Compliance | Page 2 of 2

SECTION 4.4: THE VISITING TRAINING ROOM ONLY

HAS ONE FULL-BODY WHIRLPOOL AND DOES NOT
HAVE AN ICE MACHINE.

SECTION 5.5: THE WEIGHT ROOM IS NOT LARGE

ENOUGH AND DOES NOT HAVE RUBBER MAT
FLOORING.

SECTION 5.6: THE TWO HITTING/PITCHING TUNNELS
ARE NOT WIDE ENOUGH.

SECTION 7.5: THE DUGOUT HAS ANTI-SKID

FLOORING BUT THE RUBBER MATS ARE LOOSE WITH
GAPS AND PRESENT A TRIPPING HAZARD.

SECTION 7.6: THE BATTER’S EYE IS NOT TALL
ENOUGH.

ATTACHMENT C
73 2021 PDL Audit Report | Playing Field Photos – Samples of Non-Compliance | Page 1 of 1 SECTION 7 (PLAYING FIELD) – ADD ADDITIONAL
MATERIAL AROUND WOOD CURB in BULLPEN–

TRIPPING HAZARD

SECTION 7 (PLAYING FIELD) SURFACE DRAINS

INSTALLED ON WARNING TRACK ARE NOT LEVEL WITH

WARNING TRACK

SECTION 7 (PLAYING FIELD) – VALVE BOX IS INSTALLED

TOO LOW

SECTION 7 (PLAYING FIELD) – FIELD OVERVIEW PHOTO

ATTACHMENT C
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ATTACHMENT C
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ATTACHMENT C
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ATTACHMENT C
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156
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING AN AGREEMENT WITH PENDULUM STUDIO LLC, TO

COMPLETE CONSTRUCTION DRAWINGS FOR M AJOR LEAGUE BASEBALL

REQUIRED UPGRADES TO THE BANNER ISLAND BALL PARK

Banner Island Ballpark, built in 2005, has been home to the Stockton Ports (Ports) baseball team since its erection. The Stockton Ports belong to the development league of Major League Baseball “MLB” and therefore are subject to their stadium regulations .

In early 2021, MLB announced upgraded stadium standards, covering all affiliate league stadiums. The City’s lease with Seventh Inning Stretch, Inc., Stockton Ports ownership company, requires that the City maintain the ballpark in a first class manner in compliance with governing baseball standards, including MLB stadium requirements; and

In September 2021 , the MLB conducted an audit of the Banner Island Ballpark using the new required standards. Banner Island Ballpark was found to be deficient in a number of areas, most notably in its lack of female umpire locker rooms, separate and equipped commissary spaces, and pitching tunnel that meets required dimensions . The City assessed the needs of the ballpark; and

The City has worked with architectural firm, Pendulum, Inc. to review the existing facility to assess how space can be reconfigured to meet the new requirements, adding square footage/new-build only when necessary to minimize scope, time, and overall cost.

Once a conceptual space utilization plan was created, it was sent to MLB for approval.

MLB has approved the current plan, which now needs to be fully designed and engineered; and

On February 17, 2023, the City released an RFP (PUR 23-022) to identify qualified architect firms with experience to upgrade the Banner Island Ball Park to meet the newly released MLB Stadium standards. Pendulum was selected as the only proposal submitted meeting scope requirements; and

Council appropriated funding for the Banner Island Upgrade Project through the FY2021/22 operating budget ($150,000, Reso. 2021 -06-22-1602 and one -time FY2021/22 year-end funding ($500,000, Reso. 2021-11-16-1501); and

This investment will create additional experiences for the community, drive tourism, and increase sponsorship opportunities through recruitment of additional events; now, therefore,

157

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

1. Authorizing the City Manager, or designee, to execute the agreement with Pendulum Studios LLC in the sum of four hundred seventy-eight thousand ninety dollars ( $478,090), attached as Exhibit 1 and incorporated by reference, t o complete construction drawings for the required MLB upgrades to the Banner Island Ballpark.

2. Authorizing the City Manager, or designee, to consolidate project funding as follows, transfer $150,000 from CIP Project #EED8601 (Reso. 2021-06-22-1602, attached as Attachment A and incorporated by reference), and one-time FY 2021 -22 year-end funding ($500,000 , Reso. 2021-11-16-1501, Recommended Project #33, attached as Attachment B and incorporated by reference ) into existing CIP Project EV23607, designated for the Banner Island Ballpark Upgrade.

3. That pursuant to SMC section 3.68.070, this contract may be awarded without competitive bidding, as the contractor were selected through a solicitation for competitive proposals.

4. The City Manager, or designee, is authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED June 13, 2023 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton

ATTEST:

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

158
1 (ZĞǀ͘ϭϬ.Ϯϳ.ϮϮ)

CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
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: $

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.

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____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ Contractor’sName (if other than an individual, state whether a corporation, partnership, etc.):
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address

CITY OF STOCKTON
_________________________________________________________BB________________ +DUU\%ODFN City Manager Date
ATTEST:
____________________________________________________________________________ (OL]D5*DU]D&0&, City Clerk
APPROVED AS TO FORM:
/RUL0$VXQFLRQ, City Attorney
BY:

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –

H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
EXHIBIT 1
Pendulum Studio, LLC all new LED displays in the Stockton Arena 06/06/2023 06/06/2028
478,090.00
Professional Services Special Terms & Conditions
ARPA
Pendulum Studio, LLC
Jonathan O'Neil Cole- Principal
1512 Holmes Street, Kansas City, MO 64108
159

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives
The Cit
y is contracting with Pendulum Studio LLC (“Pendulum” or “Consultant”) to provide design and engineering services to create construction drawings to be used by a general construction Consultant to modify the existing Banner Island Ballpark facilities to comply with the updated Major League Baseball (“MLB”) facility standards (Attachment A).

2. Project Scope

2.1 Consultant will provide all disciplines including but not limited to:
architectural, electrical, structural, mechanical, and plumbing as required to develop comprehensive construction-ready drawings that will be used to bid and select the best General Consultant to complete construction of the Ballpark renovations.

2.2 Consultant will participate in the City’s procurement, review, and selection process for the General Consultant.

2.3 Consultant will provide construction and technical drawings and support services to selected General Consultant throughout the construction phase (including permitting process) to final project delivery. Support services include, but are not limited to: on-site review as needed, correspondence, meetings, discussion, plan revision as necessary, and design/construction problem resolution.

3. Specifications
Cons
ultant will provide the specified services and work products as outlined in (Attachment B – Work Plan).

4. Major Deliverables

4.1 C
onsultant shall provide one electronic copy in pdf format copy at 100% design stage for final review prior to plotting mylars and providing final specifications and engineer’s estimate.

EXHIBIT 1
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4.2 Consultant will provide the final submittal incorporating all previous review comments, survey information, technical requirements, right- of-way information, utility verification/protection, minimum Consultant qualifications, regulatory agency permits, mitigation monitoring requirements, applicable encroachment permit, and City requirements.

4.3 Consultant will provide the necessary final Plans, Specifications, and Estimates (PS&E) documents in a bid-ready form.

4.4 Consultant’s final submittal shall include:
a. One complete electronic plan set of reproducible 24”x36” as well as on mylars (after editorial review of 100% plan check via Bluebeam) b. Electronic stamped and signed final specifications (in Word and PDF format)
c. Electronic stamped and signed final cost estimate (in Excel and PDF format)
d. Drawing files in AutoCAD and PDF format on a flash drive.

5. Tasks That Support the Deliverables

5.1 Consulta
nt will attend all project meetings (or conferen ce calls) with the City as needed to discuss and finalize the design through construction completion and acceptance. This is in addition to investigative and/or field meetings that Consultant will need to conduct to execute the intent of the project.

5.2 Consultant will establish clear and co nsistent communication with the City to discuss progress of design. The Consultant shall provide meeting minutes for all meetings.

5.3 Consultant shall be available and respond to questions concerning the plans, specifications, and estimates prior to bid opening and prepare contract addenda and letters of clarification. The Consultant sha ll provide supplemental project drawings as needed.

5.4 The Consultant will provide Engineering Services as required during construction.

The following are the minimum required services:

1. Attending the pre-construction meeting;

2. Reviewing shop drawing submittals;

3. Responding to requests for information (RFIs);

4. Preparing clarification sketches;

6. Internal and External Standards and Guidelines
EXHIBIT 1
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6.1 For the purpose of this service agreement, all development designs and construction documents generated by Consultant will be in compliance with:

a. MLB Facility Standards
b. Federal, State, County, and local laws and regulations.

7. Criteria of Acceptance for Deliverables

7.1 Each deliverable, as described in Section 3, developed or otherwise provided by Consultant, as part of this service agreement, shall be delivered to the City in print and an electronic version.

8. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Consultant: Pendulum Studio LLC City: City of Stockton Attn: Jonathan O’Neil Cole Attn: City Manager
1512 Holmes Street 425 N. El Dorado Street
Kansas City MO 64108 Stockton, CA 95202

9. Key Personnel

Jonathan O’Neil Cole, Principal/Owner, Pendulum Studio LLC Tina McCarty, Managing Director of Events & Parking, City of Stockton

EXHIBIT 1
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REV 2022-05-17
Exhibit %:

Insurance Requirements
(Architectural Services)
Consultant shall procure and maintain for the duration of the contract 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 Consultant, its agents, representatives, or employees.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
((Not required if consultant provides written verification it has no employees)

4. Professional Liability/Errors and Omissions Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

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

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

EXHIBIT 1
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AAdditional 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
For any claims related to this contract, the Contractor’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

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 EXHIBIT 1
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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.

SSelf-Insured Retentions

Self-insured retentions must be declared to and approved by the City of Stockton. 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. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named. The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Claims Made Policies (Professional & Pollution only)
If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the 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 the contract of work .

3. If coverage is canceled or non-renewed, and not replaced with another claims-
made policy form w ith a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

EXHIBIT 1
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VVerification 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 and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton 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. 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.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work .

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.

Certificate Holder Address

The address for mailing certificates, endorsements and notices shall be:

City of Stockton
Its Officers, Officials, Employees, and Volunteers
400 E Main Street, 3
rd Floor – HR
Stockton, CA 95202

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EXHIBIT C

GENERAL TERMS AND CONDITIONS
Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, ConVXOWDQW shall provide to City the services described in Exhibit A of the Agreement. Con VXOWDQW shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.
City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, ConVXOWDQWshall, 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 Con VXOWDQW only the facilities and equipment listed in Exhibit A to the Agreement.
Compensation. City shall pay Con VXOWDQWfor services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

3.1 Invoices submitted by Con VXOWDQW to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Con VXOWDQW
s invoice, City will review invoice, and if
acceptable make payment on approved invoice.

3.2 Upon completion of work and acceptance by City, ConVXOWDQW 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 &RQVXOWDQW 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.
Sufficiency of &RQVXOWDQW
s Work . All ConVXOWDQW 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. Con VXOWDQW s work shall be
adequate and sufficient to meet the purposes of this Agreement. Ownership of Work. All reports, work product, all other documents completed orpartially completed by Con VXOWDQW or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall becomethe property of the City. Any and all copyrightable subject matter in all materials is herebyassigned to the City and the ConVXOWDQW and its approved subcontractors agree
1 EXHIBIT 1
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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 Con VXOWDQW shall replace them at its own expense. Con VXOWDQW 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. Timeliness. Time is of the essence in this Agreement. Further, ConVXOWDQW acknowledges that the failure of Con VXOWDQW to comply with the time limits described inExhibit A and Exhibit F may result in economic or other losses to the City. 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 Con VXOWDQWmay incur in performing such additional services, andConVXOWDQWshall not be required to perform any such additional services. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

ConVXOWDQW’s Status.

1 In performing the obligations set forth in this Agreement, Con VXOWDQW shall have the status of an independent c RQVXOWDQW and Con VXOWDQW shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Con VXOWDQW are its agents and employees and are not agents or employees of City. Con VXOWDQW 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, ConVXOWDQW 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 Con VXOWDQW It is understood by both Con VXOWDQW 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 &RQVXOWDQWshall determine the method, details and means of performing the work and services to be provided by ConVXOWDQW under this Agreement. ConVXOWDQW 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 2 EXHIBIT 1
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control with respect to the physical action or activities of ConVXOWDQW in fulfillment of this Agreement. ConVXOWDQW has control over the manner and means of performing the services under this Agreement. If necessary, Con VXOWDQW has the responsibility for employing other persons or firms to assist Con VXOWDQW 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 ConVXOWDQW 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 Con VXOWDQW.

9.4 It is further understood and agreed that Con VXOWDQW must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of ConVXOWDQW
V 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. Con VXOWDQW shall be responsible for the work of subcontractors, which shall be s ubject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Con VXOWDQW is responsible to City for the acts and omission s 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 ConVXOWDQW such persons shall be entirely and exclusively under the direction, supervision and control of Con VXOWDQW. 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 ConVXOWDQW.

10.3 It is further understood and agreed that Con VXOWDQW must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of ConVXOWDQWs 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 Con VXOWDQW. The Agreement shall then be deemed terminated, and no further work shall be performed by Con VXOWDQW. If the Agreement is so terminated, the Con VXOWDQW shall be paid for the work actually completed at the time the notice of termination is received. 3 EXHIBIT 1
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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-Appr opriation. It is mutually understood between the Parties that payment to the ConVXOWDQW 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 Con VXOWDQW 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.
Non-Assignability. The ConVXOWDQW 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. ConVXOWDQW shall be solely responsible for reimbursing subcontractors. Indemnity and Hold Harmless. To the fullest extent permitted by law, ConVXOWDQW shall hold harmless, defend and indemnify City of Stockton and its officers,officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Con VXOWDQW’s performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement. Insurance. During the term of this Agreement, Con VXOWDQWshall maintain in full force and effect at its own cost and expense the insurance coverage as set forthin the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

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. Conformance to Applicable Laws. Con VXOWDQW shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Con VXOWDQW 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. 4 EXHIBIT 1
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Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Con VXOWDQW
s engaging in any operation or activity set
forthin this Agreement, Con VXOWDQWshall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Con VXOWDQW covenants that ithas 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.
Records and Audits . ConVXOWDQW 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 ConVXOWDQW renders services on a time and materials basis, Con VXOWDQW 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.
Confidentiality. ConVXOWDQWshall exercise reasonable precautions to preventthe unauthorized disclosure and use of City reports, information or conclusions. Conflicts of Interest. ConVXOWDQW covenants that other than this Agreement,ConVXOWDQWhas no financial interest with any official, employee or other representativeof the City. Con VXOWDQW 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 Con VXOWDQW’s services under this Agreement. If such an interest arises, ConVXOWDQW shall immediately notify the City. Waiver. In the event either City or Con VXOWDQW 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.
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.
No Personal Liability. No official or employee of City shall be personally liable to ConVXOWDQW in the event of any default or breach by the City or for any amount due ConVXOWDQW.
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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.
Non-Discrimination. During the performance of this Agreement, ConVXOWDQWand 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. ConVXOWDQW 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.
Force Majeure. Neither party shall be respons ible 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.
Taxes and Charges. ConVXOWDQW shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the ConVXOWDQW s business.
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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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 ConVXOWDQW 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 Con VXOWDQWand 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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EXHIBIT D

PROFESSIONAL SERVICES SPECIAL 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 q uantifiable 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 Professional 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 Consultant shall perform the services according to the schedule contained in Exhibit F.

3.2 Timeliness of Performance i) Consultant 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 Consultant nor Consultant’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 EXHIBIT 1
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losses or expenses incurred by Consultant by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In additi
on to Exhibit C, Section 4 and 17, Consultant agrees as follows:

4.1 Consultant’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 Consultant’s profession currently practicing under similar conditions. Consultant shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Consultant is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Consultant shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.

4.2 Consultant 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, Consultant agrees to be held to the standard of care of a fiduciary. Consultant shall assure that all services that require the exerci se of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Consultant must provide copies of any such licenses. Consultant remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Consultant 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 Consultant fails to comply with the foregoing standards, Consultant 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 Consultant of its responsibility for the professional skill and care and technical accura cy of its Services and Deliverables. This provision in no way limits the City’s rights against Consultant either under this Agreement, at law or in equity.

5. Compensation

5.1 In addi
tion to Section 3 Compensation in Exhibit C – GTC, the Consultant shall be compensated for the services provided under this Agreement as follows:

5.1.1 Consultant shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed EXHIBIT 1
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basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Consultant 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.

6. Personnel

6.1 None of the work or services covered by this Agreement shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written agreement and shall be subject to each provision of this Agreement. Consultant shall provide subcontractors a copy of this fully executed Agreement.

6.2 Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement. The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of Consultant. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

6.3 Key Personnel: Because of the special skills required to satisfy the requirements of this Agreement, Consultant shall not reassign or replace key personnel without the written consent of the City, which consent the City will not unreasonably withhold. "key personnel" means those job titles and the persons assigned to those positions in accordance with the provisions of this Agreement. The City may at any time in writing notify Consultant that the City will no longer accept performance of Services under this Agreement by one or more Key Personnel listed. Upon that notice Consultant shall immediately suspend the services of the key person or persons and must replace him or them in accordance with the terms of this Agreement. A list of key personnel is found in Exhibit A, Scope of Services.

7. Reports and Information
Consultant 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.

EXHIBIT 1
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8. Findings Confidential
All of the reports, information, data, et cetera, prepared or assembled by the Consultant under this Agreement are confidential and the Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Consultant 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 Consultant’s possession without obligation of confidentiality, is independently developed by Consultant outside the scope of this Agreement or is rightfully obtained from third parties. Consultant 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.

9. Copyright
No materials, including but not limited to reports, maps, or documents produced as a result of this Agreement, in whole or in part, shall be available to Consultant for copyright purposes. Any such materials produced as a result of this Agreement that might be subject to copyright shall be the property of the City and all such rights shall belong to the City, and the City shall be sole and exclusive entity who may exercise such rights.

10. Deliverables
Consultant shall prepare or provide to the City various Deliverables. "Deliverables" include work product, such as written reviews, recommendations, reports and analyses, produced by Consultant for the City. The City may reject Deliverables that do not include relevant information or data, or do not include all documents or other materials specified in this Agreement or reasonably necessary for the purpose for which the City made this Agreement or for which the City intends to use the Deliverables. If the City determines that Consultant has failed to comply with the foregoing standards, it has 30 days from the discovery to notify Consultant of its failure. If Consultant does not correct the failure, or if it is possible to do so, within 30 days after receipt of notice from the City specifying the failure, then the City, by written notice, may treat the failure as a default of this Agreement.

Partial or incomplete Deliverables may be accepted for review only when required for a specific and well-defined purpose and when consented to in advance by the City. Such Deliverables will not be considered as satisfying the requirements of this Agreement and partial or incomplete Deliverables in no way relieve Consultant of its commitments under this Agreement.

11. Applicable Laws
Deliverables must conform with all applicable federal, state, and local laws. Such conformity includes compliance with federal sanctions, and Consultant certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

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EXHIBIT E

COMPENSATION SCHEDULE
The Consultant 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 Consultant shall be paid on this Agreement is $478,090.00 (Four hundred seventy-eight thousand ninety dollars) (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 Consultant.

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 Consultant 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. Consultant shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Consultant 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 Consultant at actual costs with no markup added to the actual cost. iii. Travel expenses shall be reimbu rsed 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 The Consultant shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Consultant based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached.

Thereafter, Consultant must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.

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1.4 If work is completed before the “not to exceed” amount is reached, the Consultant’s compensation will be based on the Consultant’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 Consultant. Maximum markup Consultant 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.

Task Description Task Price
1 Pro gramming and Concept $ 20,625.00
2 Schematic Desi gn $ 83,090.00
3 Desi gn Development $ 95,250.00
4 Construction Documents $ 140,300.00
5 Construction Administration $ 118,200.00
6 Contin gency/Reimbursables $ 20,625.00
TOTAL PRICE $478,090.00

3. Hourly Rates. The following is a list of hourly bill able rates that Consultant shall apply for additional services requested of the Consultant. Consultant shall be compensated based on the hourly rates set forth below, 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 A
greement.

Hourly Billable Rate Schedule

Title

Role on Project
Hourly
Billable
Rates
Lead Architect $250
Senior Project Manager $175
Project Architect $150
Project Designer $110
Architect of Record $225
Principal Electrical
En
gineer
$200
Principal Civil Engineer $150
Principal Mechanical
En
gineer
$130
Structural Engineer of
Record
$145
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179
Technical Structural
Engineer
$145
Structural Project
Mana
ger
$135

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:

City of Stockton Events & Parking- Economic Development Department Attention: Managing Director of Events & Parking
425 N. El Dorado Street
Stockton, CA 95202
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EXHIBIT F

TIMELINE

1. Consultant shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK

1.1.1 Consultant and City Acknowledge the commencement of the project will follow the date referenced in Section 2, page 1, of the Standard Agreement title page, but no later than twenty (20) days within the full execution of the Agreement, unless otherwise approved in writing by the City.

If the project is not operational by the date referenced above, Consultant must submit notification to the City describing steps taken to initiate the project, reasons for delay, and the expected starting date.

1.1.2 Consultant acknowledges the desire to have the Construction Drawings phase of the project completed by January 8, 2024.

1. TERM

2.1 The terms of this agreement will continue through the completion of the construction, phase, but shall not exceed five years from the execution date of the Agreement.

EXHIBIT 1
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EXHIBIT 1
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Minor L
eague Team Name: Stockton Ports
Team Contact: Pat Filippone
404 West Freemont Street
Stockton, CA 95203
Phone: 209-639-4021
Email: [email protected]
Major League Affiliation: Oakland Athletics
Team Classification: Low-A
League Affiliation: West
Team Ownership: 7th Inning Stretch, LLC
Facility Name: Banner Island Ballpark
Year Facility Was Built: 2005
Facility Location/Address: 404 West Freemont Street
Stockton, CA 95203
Facility Ownership: City of Stockton
Facility Contact: Cody Gralapp
SMG
248 West Freemont
Stockton, CA 95203
Phone: 209-373-1412
Email: [email protected]
EXHIBIT 1
183
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η ^ŝŶŬǁŝƚŚŚŽƚΘĐŽůĚǁĂƚĞƌ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ϱ dĞĂŵ>ĂƵŶĚƌǇ&ĂĐŝůŝƚǇ
η ϮĐŽŵŵĞƌĐŝĂůƋƵĂůŝƚǇǁĂƐŚĞƌƐ;DŝŶϭϰϬ&ƚĞŵƉ͖ϱϬůďĐĂƉĂĐŝƚǇͿ ŝ ŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ ϭĐŽŵŵĞƌĐŝĂůĂŶĚϭƌĞƐŝĚĞŶƚŝĂů η ϭĐŽŵŵĞƌĐŝĂůƋƵĂůŝƚǇĚƌǇĞƌ;DŝŶϳϬůďĐĂƉĂĐŝƚǇͿ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ ;ϭͿϳϱůďĐŽŵŵĞƌĐŝĂůĂŶĚϭƌĞƐŝĚĞŶƚŝĂů η >ĂƵŶĚƌǇƐŝŶŬ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η >ŽĐĂƚĞĚƐĞƉĂƌĂƚĞůǇĨƌŽŵĐůƵďŚŽƵƐĞ͕ĚƌĞƐƐŝŶŐ͕ĂŶĚƚƌĂŝŶŝŶŐĂƌĞĂƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ϲ dĞĂŵ
ƋƵŝƉŵĞŶƚZŽŽŵ͗ŵŝŶ͘ϯϬϬƐ Ƌ͘Ĩƚ͖͘ůŽĐŬĂďůĞ͖ƌĞĂƐŽŶĂďůĞƉƌŽǆŝŵŝƚǇ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ϳ ,ŽŵĞ^ƚĂĨĨ>ŽĐŬĞƌƐͬƌĞƐƐŝŶŐƌĞĂ͗
η DŝŶŝŵƵŵŽĨϳƐƚĂĨĨůŽĐŬĞƌƐ͖ZĞŐƵůĂƚŝŽŶƐŝǌĞ 'ƌĂĚŝĞŶƚ >ϯ ϳϲϱ ϭϯ ϭ Ϭ ϲ ϭ ϲнϮŝŶDŐƌΖƐ;ϯϬΗǆϴϰΗͿ η ^ĞƉĂƌĂƚĞĨƌŽŵƉůĂǇĞƌĚƌĞƐƐŝŶŐĂƌĞĂ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ϴ ,ŽŵĞ&ŝĞůĚDĂŶĂŐĞƌΖƐKĨĨŝĐĞ͗
η ^ĞƉĂƌĂƚĞŵĂŶĂŐĞƌΖƐŽĨĨŝĐĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ^ĞƉĂƌĂƚĞƚŽŝůĞƚ͕ƐŚŽǁĞƌ͕ĂŶĚĚƌĞƐƐŝŶŐĂƌĞĂ΀ŵĂǇďĞƐŚĂƌĞĚǁŝƚŚĐŽĂĐŚ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ :ĂĐŬͬ:ŝůů η DĞĞƚŝŶŐƐƉĂĐĞĨŽƌĂƚůĞĂƐƚϲƉĞŽƉůĞ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ ŶŽƚĂďůĞ η ,ĂƌĚͲǁŝƌĞĚƉŚŽŶĞKZĂĚĞƋƵĂƚĞĐĞůůƉŚŽŶĞƌĞĐĞƉƚŝŽŶ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ^ĞĐƚŝŽŶϯdŽƚĂů ϭϲ
^ƚĂŶĚĂƌĚƵƚŽĨĨ
;>ĞƐƐdŚĂŶͿ WĞŶĂůƚǇZĂŶŐĞ
ϵͬϯͬϮϬϮϭ
3'/$XGLW_*UDGLQJ5XEULF_3DJHRI
EXHIBIT 1
184
&/>/dz^dEZ^͗'Z/E'ZhZ/ sŝŽůĂƚŝŽŶZĞƐƵůƚƐŝŶƵƚŽŵĂƚŝĐEŽŶͲŽŵƉůŝĂŶĐĞ ^dK<dKE
^ĞĐƚŝŽŶ &ĂĐŝůŝƚǇ^ƚĂŶĚĂƌĚ
'ƌĂĚŝŶŐ
ĂƚĞŐŽƌǇ
ZĞůĂƚŝǀĞ
/ŵƉŽƌƚĂŶĐĞ /EWhd 'ƌĂĚĞ ŽŵŵĞŶƚƐ
>Žǁ DŝĚ ,ŝŐŚ >Ž ǁ DŝĚ ,ŝŐŚ
^ƚĂŶĚĂƌĚƵƚŽĨĨ
;>ĞƐƐdŚĂŶͿ WĞŶĂůƚǇZĂŶŐĞ
ϵͬϯͬϮϬϮϭ
η
η ^ĞĐƚŝŽŶϰ sŝƐŝƚŝŶŐůƵď&ĂĐŝůŝƚŝĞƐ
η ϭ sŝƐŝƚŝŶŐůƵďŚŽƵƐĞͬƌĞƐƐŝŶŐƌĞĂ͗
η DŝŶŝŵƵŵηŽĨZĞŐƵůĂƚŝŽŶ>ŽĐŬĞƌƐ͗ϯϮ 'ƌĂĚŝĞŶƚ >ϯ ϯϮ ϯϬ Ϯϴ ϭ ϯ ϭϬ Ϯϵ ϯ ϯϬΗǆϴϰΗ η >ŽĐŬĂďůĞƐƚŽƌĂŐĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η DŝŶŝŵƵŵĨůŽŽƌƐƉĂĐĞ͗ϭ͕ϬϬϬƐƋ͘Ĩƚ͘;ǁĂůůͲƚŽͲǁĂůůĚŝŵĞŶƐŝŽŶƐͿ 'ƌĂĚŝ ĞŶƚ >ϯ ϭϬϬϬ ϵϬϬ ϴϬϬ ϭ ϯ ϭϬ ϴϭϬ ϯ η Ϯ sŝƐŝƚŝŶŐŽŵŵŝƐƐĂƌǇĂŶĚŝŶŝŶŐƌĞĂ͗
η DŝŶŝŵƵŵĨůŽŽƌƐƉĂĐĞ͗ϯϬϬƐƋ͘Ĩƚ͘΀ŵĂǆƉĞŶĂůƚǇŝĨŶŽƚƐĞƉĂƌĂƚĞƐƉĂ ĐĞ΁ 'ƌĂĚŝĞŶƚ >Ϯ ϯϬϬ ϮϱϬ ϭϳϱ ϭϮ ϱ Ϭ ϱ η ZĞĨƌŝŐĞƌĂƚŽƌ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ƌĞĂĐŚͲŝŶĐŽŽůĞƌ
η &ƌĞĞǌĞƌ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ^ŝŶŬ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ŝƐŚǁĂƐŚĞƌ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η DŝĐƌŽǁĂǀĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ^ƚŽƌĂŐĞĂďŝŶĞƚƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ
η ^ĞĂƚŝŶŐĂƌĞĂ;ŵŝŶ͘ϴƉĞƌƐŽŶĐĂƉĂĐŝƚǇͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ η ŽŵƉůŝĂŶĐĞǁŝƚŚƐĂŶŝƚĂƚŝŽŶĂŶĚĐůĞĂŶůŝŶĞƐƐƐƚĂŶĚĂƌĚƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ η ϯ sŝƐŝƚŝŶŐ^ŚŽǁĞƌĂŶĚdŽŝůĞƚ&ĂĐŝůŝƚŝĞƐ
η ^ŚŽǁĞƌŚĞĂĚƐ͗ϲ 'ƌĂĚŝĞŶƚ >ϯ ϲϱϰ ϭϯ ϭ Ϭ ϴ Ϭ
η tĂƚĞƌĐůŽƐĞƚƐ͗Ϯ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ Ϭ Ϭ Ϯ
η hƌŝŶĂůƐ͗Ϯ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ Ϭ Ϭ Ϯ
η >ĂǀĂƚŽƌŝĞƐ͗ϰ 'ƌĂĚŝĞŶƚ >ϯ ϰϯϮ ϭϯ ϭ Ϭ ϰ Ϭ
η ůůƐŚŽǁĞƌƐƉƌŽǀŝĚĞŚŽƚǁĂƚĞƌ;ϭϬϬн&Ϳ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ϰ sŝƐŝƚŝŶŐdƌĂŝŶŝŶŐZŽŽŵ
η DŝŶŝŵƵŵϯϬϬƐƋ͘Ĩƚ͘ 'ƌĂĚŝĞŶƚ >ϯ ϯϬϬ ϮϱϬ ϭϱϬ ϭ ϯ ϭϬ ϯϭϴ Ϭ η KĨĨŝĐĞĚĞƐŬ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
η ϮƚƌĞĂƚŵĞŶƚƚĂďůĞƐ 'ƌĂĚŝĞŶƚ >ϯ ϯϮϭ Ͳϯ ϭ Ϭ Ϯ Ϭ
η ϮĨƵůůͲďŽĚǇǁŚŝƌůƉŽŽůƐ 'ƌĂĚŝĞŶƚ >Ϯ ϯϮϭ ͲϮϱ Ϭ ϱ ŚĂǀĞ ŽŶĞǁĂƚĞƌŚŽŽŬͲƵƉŽŶǁĂůů η /ĐĞŵĂĐŚŝŶĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
η ,ǇĚƌŽĐŽůůĂƚŽƌ;ϰͲƉĂĐŬŵŝŶŝŵƵŵͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ŝŽŚĂǌĂƌĚǁĂƐƚĞƌĞĐĞƉƚĂĐůĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ^ŝŶŬǁŝƚŚŚŽƚΘĐŽůĚǁĂƚĞƌ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
η ϱ sŝƐŝƚŝŶŐ^ƚĂĨĨ>ŽĐŬ ĞƌƐͬƌĞƐƐŝŶŐƌĞĂ
η DŝŶŝŵƵŵŽĨϳƐƚĂĨĨůŽĐŬĞƌƐ͖ZĞŐƵůĂƚŝŽŶƐŝǌĞ 'ƌĂĚŝĞŶƚ >ϯ ϳϲϱ ϭϯ ϭ Ϭ ϲ ϭ ϯϬΗǆϴϰΗ η ^ĞƉĂƌĂƚĞĨƌŽŵƉůĂǇĞƌĚƌĞƐƐŝŶŐĂƌĞĂ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ϲ sŝƐŝƚŝŶŐ&ŝĞůĚDĂŶĂŐĞƌΖƐKĨĨŝĐĞ
η ^ĞƉĂƌĂƚĞŵĂŶĂŐĞƌΖƐŽĨĨŝĐĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
η ^ĞƉĂƌĂƚĞƚŽŝůĞƚ͕ƐŚŽǁĞƌ͕ĂŶĚĚƌĞƐƐŝŶŐĂƌĞĂ΀ŵĂǇďĞƐŚĂƌĞĚǁŝƚŚĐŽĂĐŚ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η DĞĞƚŝŶŐƐƉĂĐĞĨŽƌĂƚůĞĂƐƚϰƉĞŽƉůĞ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ ƐƉĂĐĞŝŶŽĂĐŚĞƐ>ŽĐŬĞƌZŵ η ,ĂƌĚͲǁŝƌĞĚƉŚŽŶĞKZĂĚĞƋƵĂƚĞĐĞůůƉŚŽŶĞƌĞĐĞƉƚŝŽŶ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ^ĞĐƚŝŽŶϰdŽƚĂů ϯϴ
η
η ^ĞĐƚŝŽŶϱ ĚĚŝƚŝŽŶĂůdĞĂŵ&ĂĐŝůŝƚŝĞƐ
η ϭ ůĞĂŶŝŶŐĂŶĚ^ĂŶŝƚĂƚŝŽŶWƌŽƚŽĐŽůƐ
η ^ƵďŵŝƐƐŝŽŶĂŶĚĂƉƉƌŽǀĂůŽĨǁƌŝƚƚĞŶƉƌŽƚŽĐŽůƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ĚŚĞƌĞŶĐĞƚŽƉƌŽƚŽĐŽůƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ĐůĞĂŶĞĚĚĂŝůǇďǇƚŚŝƌĚƉĂƌƚǇ͊ η Ϯ dĞĂŵ^ƚŽƌĂŐĞ͗ŵŝŶŝŵƵŵϮϬϬƐƋ͘Ĩƚ͘΀KƌϮǆŵŝŶŝŵƵŵϭϬϬƐƋ͘Ĩƚ͘΁ ŝ ŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ϯϭϱƐĨ η ϯ hŵƉŝƌĞ&ĂĐŝůŝƚŝĞƐ
η
ŶŽƵŐŚƌĞŐƵůĂƚŝŽŶůŽĐŬĞƌƐĨŽƌηŽĨƵŵƉŝƌĞƐĂƚůĞǀĞůŽĨƉůĂǇ ŝŶĂ ƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ;ϰͿϯϬΗǆϴϰΗ η DŝŶŝŵƵŵϮϬϬƐƋ͘Ĩƚ͘ 'ƌĂĚŝĞŶƚ >Ϯ ϮϬϬ ϭϳϱ ϭϱϬ ϭ Ϯ ϱ ϯϰϮ Ϭ η ϰ &ĞŵĂůĞ^ƚĂĨĨ&ĂĐŝůŝƚŝĞƐ͗
η WƌŝǀĂƚĞĚƌĞƐƐŝŶŐ͕ƐŚŽǁĞƌ͕ĂŶĚƚŽŝůĞƚĨĂĐŝůŝƚǇ΀ϭϬƉƚƚŽƚĂůƉĞŶĂůƚǇŝĨE΁ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ ϭ ϭϬ η ZĞĂƐŽŶĂďůĞƉƌŽǆŝŵŝƚǇƚŽŚŽŵĞĂŶĚǀŝƐŝƚŝŶŐĐůƵďŚŽƵƐĞƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ η DŝŶŝŵƵŵϰƌĞŐƵůĂƚŝŽŶůŽĐŬĞƌƐ 'ƌĂĚŝĞŶƚ >Ϯ ϰϯϮ ϭϮ ϱ
η DŝŶŝŵƵŵϮϬϬƐƋ͘Ĩƚ͘ 'ƌĂĚŝĞŶƚ >Ϯ ϮϬϬ ϭϳϱ ϭϱϬ ϭϮ ϱ
η ^ŚŽǁĞƌŚĞĂĚƐ͗Ϯ 'ƌĂĚŝĞŶƚ >ϯ E Ϯ ϭ E ϭ ϭϬ
η tĂƚĞƌĐůŽƐĞƚƐ͗Ϯ 'ƌĂĚŝĞŶƚ >ϯ E Ϯ ϭ E ϭ ϭϬ
η >ĂǀĂƚŽƌŝĞƐ͗Ϯ 'ƌĂĚŝĞŶƚ >ϯ E Ϯ ϭ E ϭ ϭϬ
η ϱ tĞŝŐŚƚZŽŽŵ͗
η KŶͲƐŝƚĞǁĞŝŐŚƚƌŽŽŵ;ŵŝŶϳϱϬƐƋ͘Ĩƚ͘ͿĂǀĂŝůĂďůĞƚŽ,нs΀ϭϬƉƚŶ ŽŶĞ΁ 'ƌĂĚŝĞŶƚ >ϯ ϳϱϬ ϲϬϬ ϰϱϬ ϭ ϯ ϭϬ ϱϱϬ ϯ η
ŶĐůŽƐĞĚ͕ĐůŝŵĂƚĞͲĐŽŶƚƌŽůůĞĚƐƉĂĐĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ZƵďďĞƌŵĂƚƐͬĨůŽŽƌŝŶŐ;ŽƌŽƚŚĞƌD>ůƵďĂƉƉƌŽǀĞĚĨůŽŽƌŝŶŐͿ ŝŶ ĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ ĐĂƌƉĞƚ η ϲ ,
ŝƚƚŝŶŐͬWŝƚĐŚŝŶŐdƵŶŶĞůƐ͗
η dǁŽĐŽǀĞƌĞĚƉŝƚĐŚŝŶŐͬŚŝƚƚŝŶŐƚƵŶŶĞůƐ΀ϭϬƉƚƚŽƚĂůƉĞŶĂůƚǇŝĨ ůĞƐƐƚŚĂŶ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ Ϭ Ϭ dƵŶŶĞůϭ͗DŝŶŝŵƵŵĚŝŵĞŶƐŝŽŶƐ;ϭϮΖŚǆϭϱΖǁǆϳϱΖůͿ 'ƌĂĚŝĞŶƚ >Ϯ ^ĞĞƐĐŚĞĚƵůĞ ϭϮ ϰ E ϰ ϵǆϭϰǆϴϰ η dƵŶŶĞůϮ͗DŝŶŝŵƵŵĚŝŵĞŶƐŝŽŶƐ;ϭϮΖŚǆϭϱΖǁǆϳϱΖůͿ 'ƌĂĚŝĞŶƚ >Ϯ ^ĞĞƐĐŚĞĚƵůĞ ϭϮ ϰ E ϰ ϵǆϭϰǆϴϰ η WĂĚĚŝŶŐƉŝƚĐŚŝŶŐƐĐƌĞĞŶ;ϴΖǆϴΖͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ^ƵĨĨŝĐŝĞŶƚůŝŐŚƚŝŶŐƐǇƐƚĞŵƐ΀ŵŝŶŝŵƵŵϳϬĨĐ΁ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ ϭ ϭ η tĞůůͲǀĞŶƚŝůĂƚĞĚƐƉĂĐĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ŽƉĞŶŽŶϮƐŝĚĞƐĂŶĚŶŽĨŽƌĐĞĚĂŝƌ͘ŽĞƐ ŶŽƚŐĞƚǁĞƚĨƌŽŵƌĂŝŶ
η WŽǁĞƌŽƵƚůĞƚƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η WƌŽĨĞƐƐŝŽŶĂůƋƵĂůŝƚǇŶĞƚƚŝŶŐǁŝƚŚŽƵƚĚĞĨĞĐƚƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ ůŽƚƐŽĨƉĂƚĐŚĞƐĞǀŝĚĞŶƚ͘^ŚŽƵůĚďĞ ƌĞƉůĂĐĞĚ
η ^ĞĐƚŝŽŶϱdŽƚĂů Ϯϲ
η
η ^ĞĐƚŝŽŶϲ ,ŝŐŚͲ^ƉĞĞĚ/ŶƚĞƌŶĞƚ
η ϭ WƌŝŵĂƌǇ/ŶƚĞƌŶĞƚŽŶŶĞĐƚŝŽŶ ŝŶĂƌǇ ƌŝƚŝĐĂů ͲͲͲ ϭϬ ϭϬ ϭϬ ϭ ϭϬ η Ϯ ^ĞĐŽŶĚĂƌǇ/ŶƚĞƌŶĞƚŽŶŶĞĐƚŝŽŶ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ η ^ĞĐƚŝŽŶϲdŽƚĂů ϭϯ
3'/$XGLW_*UDGLQJ5XEULF_3DJHRI
EXHIBIT 1
185
&/>/dz^dEZ^͗'Z/E'ZhZ/ sŝŽůĂƚŝŽŶZĞƐƵůƚƐŝŶƵƚŽŵĂƚŝĐEŽŶͲŽŵƉůŝĂŶĐĞ ^dK<dKE
^ĞĐƚŝŽŶ &ĂĐŝůŝƚǇ^ƚĂŶĚĂƌĚ
'ƌĂĚŝŶŐ
ĂƚĞŐŽƌǇ
ZĞůĂƚŝǀĞ
/ŵƉŽƌƚĂŶĐĞ /EWhd 'ƌĂĚĞ ŽŵŵĞŶƚƐ
>Žǁ DŝĚ ,ŝŐŚ >Ž ǁ DŝĚ ,ŝŐŚ
^ƚĂŶĚĂƌĚƵƚŽĨĨ
;>ĞƐƐdŚĂŶͿ WĞŶĂůƚǇZĂŶŐĞ
ϵͬϯͬϮϬϮϭ
η
η ^ĞĐƚŝŽŶϳ WůĂǇŝŶŐ&ŝĞůĚ
η ϭ &ŝĞůĚŝŵĞŶƐŝŽŶ ƐŽŵƉůŝĂŶĐĞ͗
η ŝƐƚĂŶĐĞĞƚǁĞĞŶĂƐĞƐ;нͬͲϯΗͿ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ η WŝƚĐŚĞƌΖƐDŽƵŶĚ,ĞŝŐŚƚ;нͬͲϭΗͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ϵ͘ϱΗŚĞŝŐŚƚ͖ŵŽƵŶĚƚŽƉůĂƚĞĚŝƐƚĂŶĐĞŝƐ ϲϬΖϴΗ
η WŝƚĐŚĞƌΖƐDŽƵŶĚ^ůŽƉĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ ^ůŽƉĞŝƐϭΗƚŽŽƐƚĞĞƉ η WůĂǇŝŶŐ^ƵƌĨĂĐĞ͗
η
EŽĚĞĨĞĐƚƐŽƌƚƌŝƉŚĂǌĂƌĚƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
ϭͿ>ŝƉƐͲŝŶĨŝĞůĚƐŬŝŶĂŶĚǁĂƌŶŝŶŐƚƌĂĐŬĚŝƌƚ
ĞĚŐĞƐĂƌĞůŽǁŽŶŵĂƚĞƌŝĂů;нϭΗůŽǁͿ
ϮͿůůďĂƐĞĂŶĐŚŽƌƐĂƌĞŝŶƐƚĂůůĞĚƚŽŽůŽǁ
ǁŚŝĐŚƌĞƐƵůƚƐŝŶƚŚĞďĂƐĞďĞŝŶŐůĞƐƐƐĞĐƵƌĞ
ǁŚĞŶŝŶƐĞƌƚĞĚŝŶƚŚĞĂŶĐŚŽƌ͘dŚĞƚŽƉŽĨ
ƚŚĞϮĂŶĐŚŽƌŝƐŝŶƐƚĂůůĞĚϯΗďĞůŽǁ
ĨŝŶŝƐŚĞĚŐƌĂĚĞ͘DĂŶƵĨĂĐƚƵƌĞƌƐ
ƌĞĐŽŵŵĞŶĚĂƚŝŽŶŝƐĂŵĂǆŽĨϭΗďĞůŽǁ
ŐƌĂĚĞ͘
ϯͿKďƐĞƌǀĞĚĂĨĞǁĨŝĞůĚĚƌĂŝŶƐ͕ůŽĐĂƚĞĚŝŶ
ƌŽƵŶĚǀĂůǀĞďŽǆĞƐĂůŽŶŐƚŚĞƉĞƌŝŵĞƚĞƌŽĨ
ƚŚĞĨŝĞůĚǁĂůů͕ŶŽƚŝŶƐƚĂůůĞĚƉůƵŵď͘ĚũƵƐƚ
ǀĂůǀĞďŽǆĞƐƐŽƚŚĞǇĂƌĞůĞǀĞůǁŝƚŚƚŚĞ
ƚƌĂĐŬƐƵƌĨĂĐĞ͘
ϰͿKĨĨͲ&ŝĞůĚƵůůƉĞŶͲdŚĞǁĂƌŶŝŶŐƚƌĂĐŬ
ĂĚũĂĐĞŶƚƚŽƚŚĞƐǇŶƚŚĞƚŝĐƚƵƌĨǁŽŽĚĐƵƌď
ďǇƚŚĞĐĂƚĐŚĞƌΖƐĂƌĞĂŝƐůŽǁͲƚŚĞǁĂƌŶŝŶŐ
ƚƌĂĐŬŶĞĞĚƐƚŽďĞĨůƵƐŚǁŝƚŚƚŚĞƚƵƌĨͬĐƵƌď
ƚŽƉƌŽǀŝĚĞĂƐŵŽŽƚŚƚƌĂŶƐŝƚŝŽŶ
η tĂƌŶŝŶŐƚƌĂĐŬͲĐŽǀĞƌŝŶŐĂůůǌŽŶĞƐǁŝƚŚŝŶϭϱΖŽĨĂůůǁĂůůƐͬĨĞŶĐĞƐ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ tĂƌŶŝŶŐƚƌĂĐŬŝŶĨƌŽŶƚŽĨƚŚĞĚƵŐŽƵƚƐŝƐ ϭϯΖǁŝĚĞ
η tĂƌŶŝŶŐƚƌĂĐŬŵĂƚĞƌŝĂůͲƐƵĨĨŝĐŝĞŶƚůǇĚŝĨĨĞƌĞŶƚƐƵƌĨĂĐĞƚǇƉĞ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ η Ϯ &ŝĞůĚ'ƌĂĚĞ
η &ůĂƚŝŶĨŝĞůĚƉůĂǇŝŶŐƐƵƌĨĂĐĞ΀
ǆŝƐƚŝŶŐĨĂĐŝůŝƚŝĞƐŝŶĐŽŵƉůŝĂŶĐĞƵƉƚŽ͘ϯϳ
й ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ
η DĂǆŝŵƵŵŐƌĂĚĞĨƌŽŵďĂƐĞůŝŶĞƚŽĚƵŐŽƵƚƐƚĞƉсϴΗ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ ϭϮΗŽĨĨĂůů η DĂǆŝŵƵŵŐƌĂĚĞĨƌŽŵƐĞĐŽŶĚďĂƐĞƚŽK&ǁĂƌŶŝŶŐƚƌĂĐŬсϮϬΗ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ η ϯ &ŝĞůĚtĂůů
η DŝŶŝŵƵŵϴΖŚŝŐŚ΀ϱΖŵŝŶŝŵƵŵŝŶĨƌŽŶƚŽĨĞǆŝƐƚŝŶŐďƵůůƉĞŶƐ΁ ŝŶĂƌǇ> ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ϴΖŚ͖ϭϮΖŚŝŶ>& η WƌŽƚĞĐƚŝǀĞƉĂĚĚŝŶŐƵƉƚŽĂƚůĞĂƐƚϴΖŚŝŐŚ;ŽƌƚŽƉŽĨǁĂůůͿ ŝŶĂƌǇ> ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ƉƉƌŽƉƌŝĂƚĞƐĂĨĞŐƵĂƌĚƐŽǀĞƌĂŶǇ>
Ɛ;ŝĨĂƉƉůŝĐĂďůĞͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ϰ Ƶ ů ů Ɖ Ğ Ŷ Ɛ
η EĞǁĨĂĐŝůŝƚŝĞƐ͗ƵůůƉĞŶůŽĐĂƚŝŽŶŽĨĨƚŚĞƉůĂǇŝŶŐĨŝĞůĚ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η WƌŽƚĞĐƚŝǀĞŽǀĞƌŚĞĂĚĐŽǀĞƌ;ŝĨŽĨĨƚŚĞƉůĂǇŝŶŐĨŝĞůĚͿ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ η EŽƚƌŝƉƉŝŶŐŚĂǌĂƌĚ;ŝĨŝŶĨŽƵůƚĞƌƌŝƚŽƌǇͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η sŝƐŝďůĞƚŽďŽƚŚĚƵŐŽƵƚƐĂŶĚƉƌĞƐƐďŽǆ;ŽƌĂƉƉƌŽƉƌŝĂƚĞǀŝĚĞŽĨĞĞĚͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η dǁŽƉŝƚĐŚŝŶŐŵŽƵŶĚƐĂŶĚŚŽŵĞƉůĂƚĞƐƉĞƌďƵůůƉĞŶ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ZĞŐƵůĂƚŝŽŶŝŵĞŶƐŝŽŶ;ŚĞŝŐŚƚĂŶĚƐůŽƉĞͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ ,ŽŵĞĂŶĚsŝƐŝƚŽƌƵůůƉĞŶƐůŽƉĞƐĂƌĞƚŽŽ ƐƚĞĞƉ
η ĞŶĐŚĨŽƌϭϬƉůĂǇĞƌƐŝŶĞĂĐŚďƵůůƉĞŶ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ĞĚŝĐĂƚĞĚƉŚŽŶĞƐŽƌǁĂůŬŝĞͲƚĂůŬŝĞƐǁŝƚŚĐŽŶŶĞĐƚŝŽŶƚŽĚƵŐŽƵƚ ŝŶ ĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ WŚŽŶĞƐ η ϱ Ƶ Ő Ž Ƶ ƚ Ɛ
η ĞŶĐŚ͗DŝŶŝŵƵŵϰϱΖƚŽƚĂůůĞŶŐƚŚ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ ϱϮΖͲϭϬΗ η ĞŶĐŚǁŝƚŚƐĞĂƚďĂĐŬ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ,ĞůŵĞƚƌĂĐŬĨŽƌŵŝŶŝŵƵŵŽĨϭϱŚĞůŵĞƚƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η ĂƚƌĂĐŬĨŽƌŵŝŶŝŵƵŵŽĨϯϬďĂƚƐ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η tĂƚĞƌƐŽƵƌĐĞǁŝƚŚŝŶϭϬϬΖŽĨĞĂĐŚĚƵŐŽƵƚ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η EĞǁĨĂĐŝůŝƚŝĞƐ͗ŝƌĞĐƚĂĐĐĞƐƐƚŽƌĞƐƚƌŽŽŵ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ ŚĂǀĞďĂƚŚƌŽŽŵƐ η ŶƚŝͲƐŬ
ŝĚƐƵƌĨĂĐĞŽŶƐƚĞƉƐĂŶĚǁĂůŬǁĂǇƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ǇĞƐ͕ďƵƚƌƵďďĞƌƚŝůĞƐĂƌĞůŽŽƐĞĂŶĚ ƉŽƚĞŶƚŝĂůƚƌŝƉƉŝŶŐŚĂǌĂƌĚ
η WƌŽƚĞĐƚŝǀĞŶĞƚƚŝŶŐĂůŽŶŐĞŶƚŝƌĞƚǇŽĨĚƵŐŽƵƚŐƵĂƌĚƌĂŝů ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ ŶĞƚƚŝŶŐŶĞĞĚƐƌĞƉůĂĐĞĚ η ϲ &ŝĞůĚ
ƋƵŝƉŵĞŶƚ
η ĂƚƚŝŶŐĂŐĞ;ŵŝŶ͘ĚŝŵĞŶƐŝŽŶƐǁͬƉĂĚĚŝŶŐͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ůůƌĞƋƵŝƌĞĚ&ŝĞůĚ^ĐƌĞĞŶƐ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ
η ĂƚƚĞƌΖƐ
ǇĞ͗ŝŵĞŶƐŝŽŶƐ;DŝŶϯϬΖŚǆϲϬΖǁͿ΀EĞǁĨĂĐŝůŝƚŝĞƐс ϯϲΖŚǆϲ Ϭ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ ϭϵΖǆϳϴΖ
η ĂƚƚĞƌΖƐ
ǇĞ͗EŽǁŚŝƚĞůĞƚƚĞƌŝŶŐͬďĂĐŬŐƌŽƵŶĚ͕ŵŽƚŝŽŶĞĨĨĞĐƚƐ͕Žƌ > ǁ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η &ŽƵůWŽůĞƐ͗ŵŝŶŝŵƵŵϯϬΖŚŝŐŚ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η &ŽƵůWŽůĞƐ͗ŵŝŶŝŵƵŵϴΖƉĂĚĚŝŶŐĂƚďĂƐĞ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ϳ &ŝĞůĚ>ŝŐŚƚŝŶŐǀĞƌĂŐĞ ĨĐ΀/ŶĨŝĞůĚ΁ 'ƌĂĚŝĞŶƚ >ϯ Ͳϵ Ϭ ϳ Ϭ ϭ ϯ ϭϬ ϵϰ Ϭ η &ŝĞůĚ>ŝŐŚƚŝŶŐǀĞƌĂŐĞĨĐ΀KƵƚĨŝĞůĚ΁ 'ƌĂĚŝĞŶƚ >ϯ Ͳϲ Ϭ ϱ Ϭ ϭ ϯ ϭϬ ϲϳ͘ϳ Ϭ η &ŝĞůĚ>ŝŐŚƚŝŶŐhŶŝĨŽƌŵŝƚǇZĂƚŝŽ΀/ŶĨŝĞůĚ΁ 'ƌĂĚŝĞŶƚ >Ϯ Ͳϭ ͘ ϯ ϭ ͘ ϳ ϭϮ ϱ ϭ ͘ Ϯ Ϯ ϭ η &ŝĞůĚ>ŝŐŚƚŝŶŐhŶŝĨŽƌŵŝƚǇZĂƚŝŽ΀KƵƚĨŝĞůĚ΁ 'ƌĂĚŝĞŶƚ >Ϯ ͲϮ ͘ Ϯ ϯ ͘ Ϭ ϭϮ ϱ Ϯ ͘ ϯ ϭ Ϯ η ϴ ĂƚƚŝŶŐĂŐĞ'ĂƚĞ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ϵ ĂĐŬƐƚŽƉ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ
η ϭϬ WůĂǇŝŶŐ&ŝĞůĚdĂƌƉƐ͗ŝŶĨŝĞůĚ͕ ƉŝƚĐŚĞƌΖƐŵŽƵŶĚ͕ŚŽŵĞƉůĂƚĞ͕ďĂƐĞƉŝƚ͕ĂŶĚ ď ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ^ĞĐƚŝŽŶϳdŽƚĂů Ͳ ϮϬ
3'/$XGLW_*UDGLQJ5XEULF_3DJHRI
EXHIBIT 1
186
&/>/dz^dEZ^͗'Z/E'ZhZ/ sŝŽůĂƚŝŽŶZĞƐƵůƚƐŝŶƵƚŽŵĂƚŝĐEŽŶͲŽŵƉůŝĂŶĐĞ ^dK<dKE
^ĞĐƚŝŽŶ &ĂĐŝůŝƚǇ^ƚĂŶĚĂƌĚ
'ƌĂĚŝŶŐ
ĂƚĞŐŽƌǇ
ZĞůĂƚŝǀĞ
/ŵƉŽƌƚĂŶĐĞ /EWhd 'ƌĂĚĞ ŽŵŵĞŶƚƐ
>Žǁ DŝĚ ,ŝŐŚ >Ž ǁ DŝĚ ,ŝŐŚ
^ƚĂŶĚĂƌĚƵƚŽĨĨ
;>ĞƐƐdŚĂŶͿ WĞŶĂůƚǇZĂŶŐĞ
ϵͬϯͬϮϬϮϭ
η Ͳ
η ^ĞĐƚŝŽŶϴ DĂŝŶƚĞŶĂŶĐĞ Ͳ
η ϭ &ĂĐŝůŝƚǇDĂŝŶƚĞŶĂŶĐ Ğ^ƚĂĨĨΘWƌĂĐƚŝĐĞƐ Ͳ
η 'ƌŽƵŶĚƐŬĞĞƉĞƌǁͬƚƵƌĨĚĞŐƌĞĞŽƌŽƚŚĞƌĂƉƉƌŽǀĞĚĂĐĐƌĞĚŝĚĂƚŝŽŶ ŝŶ ĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η
^ƵĨĨŝĐŝĞŶƚŐƌŽƵŶĚƐŬĞĞƉŝŶŐƐƚĂĨĨͲŶŽƉůĂǇĞƌŽƌĐŽĂĐŚƵƉŬĞĞƉƌĞƋ ƵŝƌĞĚ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ dŚĞĨĂĐŝůŝƚǇĚŽĞƐŶŽƚĞŵƉůŽǇĂŶĂƐƐŝƐƚĂŶƚ
ŐƌŽƵŶĚƐŬĞĞƉĞƌ͘&ƌŽŵĨŝĞůĚĐŽŶĚŝƚŝŽŶƐ͕ŝƚŝƐ
ĂƉƉĂƌĞŶƚƚŚĂƚŵŽƌĞůĂďŽƌŚŽƵƌƐĂƌĞ
ŶĞĞĚĞĚƚŽŝŵƉƌŽǀĞƚŚĞƋƵĂůŝƚǇŽĨƚŚĞ
ƉůĂǇŝŶŐƐƵƌĨĂĐĞ͘
η ƉƉƌŽǀĞĚ'ƌŽƵŶĚƐŬĞĞƉŝŶŐWƌŽŐƌĂŵƚŚĂƚŝƐĨŽůůŽǁĞĚďǇĐůƵď ŝŶĂƌǇ > ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η Ϯ &ŝĞůĚDĂŝŶƚĞŶĂŶĐĞ
ƋƵŝƉŵĞŶƚ
η
ŝƌƚͬĐůĂǇĐĂƌĞĞƋƵŝƉŵĞŶƚ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ
&ĂĐŝůŝƚǇĚŽĞƐŶŽƚŚĂǀĞĂƐŵĂůů͕ŚŝŐŚZWD
ƚŝůůĞƌ;ƌĞĐŽŵŵĞŶĚĂŶ
ĐŚŽdϮϭϬ͕DĂŶƚŝƐ
ƚŝůůĞƌ͕ŽƌĞƋƵŝǀĂůĞŶƚͿŽƌƉůĂƚĞĐŽŵƉĂĐƚŽƌ͘
η dƵƌĨĐĂƌĞĞƋƵŝƉŵĞŶƚ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ ϭ Ϯ &ĂĐŝůŝƚǇĚŽĞƐŶŽƚŚĂǀĞĂďŽŽŵƐƉƌĂǇĞƌ η ϯ WůĂǇŝŶŐ&ŝĞůĚZĞĐŽŶĚŝƚŝŽŶŝŶŐ ;ƉƌŝŽƌƚŽĞĂĐŚŐĂŵĞͿ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ Ϭ Ϭ η ϰ &ŝĞůĚDĂŝŶƚĞŶĂŶĐĞDĂƚ ĞƌŝĂůƐ;ƐƵĨĨŝĐŝĞŶƚĚƌǇŝŶŐŵĂƚĞƌŝĂůŽŶŚĂŶĚͿ ŝŶĂƌǇ >ϭ ͲͲͲ ϭϭ ϭ Ϭ Ϭ η
ϱ &ƵůůͲ&ŝĞůĚ/ƌƌŝŐĂƚŝŽŶ^ǇƐƚĞŵ ŝŶĂƌǇ >ϯ ͲͲͲ ϯϯ ϯ ϭ ϯ
ϭͿKďƐĞƌǀĞĚŝƌƌŝŐĂƚŝŽŶŚĞĂĚƐƚŚĂƚĂƌĞ
ŝŶƐƚĂůůĞĚƚŽŽůŽǁ;ƵƉƚŽϮΗͿ
ϮͿKďƐĞƌǀĞĚǀĂůǀĞďŽǆĞƐƚŚĂƚĂƌĞŝŶƐƚĂůůĞĚ
ƚŽŽůŽǁ;ϭ͘ϱΗͿ
η ϲ &ŝĞůĚƌĂŝŶĂŐĞ^ǇƐƚĞŵ ŝŶĂƌǇ >Ϯ ͲͲͲ ϮϮ Ϯ Ϭ Ϭ
^ĞĐƚŝŽŶϴdŽƚĂů ϭϬ
dKd>&/>/dz^KZ
ϭϮϳ
3'/$XGLW_*UDGLQJ5XEULF_3DJHRI
EXHIBIT 1
187
EXHIBIT 1
102.6

90.8 94.0

90.9 89.7 93.7

98.4 98.4 93.2
106.4 96.3 89.6 88.9

95.6 88.6 87.5

94.1 65.9 64.8

84.9 73.2 69.9 40.8

70.6 73.4 82.8

64.8 67.7 72.5 40.9

62.9 64.7 67.8

67.0 62.1

79.0 61.8

63.4 71.9

83.7 60.2

60.9 55.3
14 1
14 1
22 12
12 12
12 22
Banner Island Ballpark
EwingCole
Clear / 70°
120
2 94.0 FC 100 FC

1.2/1

2.0/1
70 FC
50 FC
70 FC
70 FC
50 FC
106.4/87.5 1.22/1

67.7 FC

94.1/40.8 2.31/1

45.0 FC

46.1 FC

15.8 FC

22.9 FC
Metal Halide - Light Structure Green
08/24/2021
Gossen-Mavolux 5032B
04/02/2021
1500 W
04/01/2005
Musco 90' 90' C1:80' '
H
V
EwingCole Project: 20200656

EXXEXXXXEXEXXXXXXXEXXEXXXEXEXXXHIHIHIHIHIHIHIHIHIHIHHIHIHIHHIHHHHHIIH BIBBIBBIBBIBBBIBBIIT TTTT T TTTTTTTTTTTTTTTT 111111111111111111111
106.4
102.6
Field Lighting Assessment
Name: Stockton Ports
Location: Stockton, CA
Affiliation: Oakland Athletics
Class: Low-A
League: West
H: Home Bullpen V: Visitor Bullpen
0 0
0 0
0 0
C2,C3,C4:88'
A1
B1
C1
C2
C3
C4
A2
B2
Lighting Assessment Information
Key Sports Lighting System Information Measurements
Stadium/Ballpark
Date Installed
Manufacturer
Lamp Type
Lamp Watts
Date of Readings
Readings Taken By
Light Meter
Meter Calibration Date
Weather/Temperature
Number of Lamps
Lamps Out
Height of Poles
A: C:B:

Hit/Pitch Tunnel 2 Average
Key Sports Lighting System Information Measurements
Lighting Assessment Information
188
EXHIBIT 1
Hit/Pitch Tunnel 2Hit/Pitch Tunnel 1

50.5 55.648.9

42.629.8

42.652.7

57.551.8

46.131.8

36.8 25.813.78.0

94.0 FC

1.22/1

67.7 FC

2.31/1

45.0 FC

46.1 FC 50 FC
50 FC
70 FC
70 FC
100 FC

1.2/1
70 FC

2.0/1

15.8 FC

22.9 FC

11.331.625.7
Additional Measurement Areas:

Summary of Findings:

Recommendations to meet PDL Facility Standards:

Special Notes on Installation:

Foot-candle Light Summary Data:

Field Lighting Assessment
Name: Stockton Ports
Location: Stockton, CA
Affiliation: Oakland Athletics
Class: Low-A
League: West EwingCole Project: 20200656

EXXEXXXXEXEXXXXXXXEXXEXXXEXEXXXHIHIHIHIHIHIHIHIHIHIHHIHIHIHHIHHHHHIIH BIBBIBBIBBIBBBIBBIIT TTTT T TTTTTTTTTTTTTTTT 111111111111111111111
Home Bullpen Visitor Bullpen
This sports lighting system currently does not comply with PDL Facility Standards. By a small margin, this system currently does not meet any of the field lighting requirements.

The hitting/pitching tunnels light levels do not meet the PDL Facility Standard.

In order to comply with the PDL Facility Standards, this sports lighting system needs one of the following approaches to be done to be compliant.

The first approach would be to clean and re-lamp all luminaires and to hire a qualified sports lighting specialist to help re-aim the system and take measurements until full compliance is confirmed.

A new overall LED lighting layout is recommended to bring the hitting/pitching tunnel light level averages up to 70 FC.

Area Criteria Measured PDL Facility Standards
Infield Average
Uniformity Ratio
Average
Outfield Uniformity Ratio
Home Bullpen Average
Visitor Bullpen Average
Hitting/Pitching Tunnel 1 Average
Hitting/Pitching Tunnel 2 Average
189
2021 PDL Audit Report | Facility Photos - General | Page 1 of 3 SECTION 3.1: HOME CLUBHOUSE/DRESSING AREA SECTION 3.2: HOME COMMISSARY/DINING AREA SECTION 3.3: HOME SHOWER AND TOILET FACILITIES SECTION 3.4: HOME TRAINING ROOM SECTION 3.5: TEAM LAUNDRY FACILITY SECTION 3.7: HOME S TAFF LOCKERS/DRESSING AREA EXHIBIT 1
190
2021 PDL Audit Report | Facility Photos - General | Page 2 of 3 SECTION 4.1: VISITING CLUBHOUSE/DRESSING AREA SECTION 4.2: VISITING COMMISSARY/DINING AREA SECTION 4.4: VISITING TRAINING ROOM SECTION 4.5: VISITING STAFF LOCKERS/DRESSING AREA SECTION 5.5: WEIGHT ROOM
EXHIBIT 1
191

2021 PDL Audit Report | Facility Photos - General | Page 3 of 3

SECTION 5.6: HITTING/PITCHING TUNNELS SECTION 7: PLAYING FIELD

SECTION 7.3: FIELD WALL SECTION 7.5: DUGOUTS

SECTION 7.6.3: BATTER’S EYE SECTION 7.6.4: FOUL POLES EXHIBIT 1
192
2021 PDL Audit Report | Facility Photos – Samples of Non-Compliance | Page 1 of 2 SEC
TION 3.2: HOME COMMISSARY AND DINING

AREA IS NOT SEPARATED FROM THE LOCKER RM (IS

IN THE WEIGHT RM) IS MISSING MUCH OF THE
REQ’D EQUIPMENT AND HAS NO SEATING.

SECTION 4.1: THE VISITING CLUBHOUSE/DRESSING

AREA IS NOT BEG ENOUGH
SECTION 3.1: THE HOME CLUBHOUSE DRESSING

AREA IS NOT LARGE ENOUG
H.

SECTION 4.2: THERE IS NO VISITING
COMMISSARY/DINING AREA.

EXHIBIT 1
193
2021 PDL Audit Report | Facility Photos – Samples of Non-Compliance | Page 2 of 2 SECTION 4.
4: THE VISITING TRAINING ROOM ONLY

HAS ONE FULL-BODY WHIRLPOOL AND DOES NOT
HAVE AN ICE MACHINE.

SECTION 5.5: THE WEIGHT ROOM IS NOT LARGE

ENOUGH AND DOES NOT HAVE RUBBER MAT
FLOORING.

SECTION 5.6: THE TWO HITTING/PITCHING TUNNELS
ARE NOT WIDE ENOUGH.

SECTION 7.5: THE DUGOUT HAS ANTI-SKID

FLOORING BUT THE RUBBER MATS ARE LOOSE WITH
GAPS AND PRESENT A TRIPPING HAZARD.

SECTION 7.6: THE BATTER’S EYE IS NOT TALL
ENOUGH.

EXHIBIT 1
194

2021 PDL Audit Report | Playing Field Photos – Samples of Non-Compliance | Page 1 of 1 SECTION 7 (PLAYING FIELD) – ADD ADDITIONAL
MATERIAL AROUND WOOD CURB in BULLPEN–

TRIPPING HAZARD

SECTION 7 (PLAYING FIELD) SURFACE DRAINS

INSTALLED ON WARNING TRACK ARE NOT LEVEL WITH

WARNING TRACK

SECTION 7 (PLAYING FIELD) – VALVE BOX IS INSTALLED

TOO LOW

SECTION 7 (PLAYING FIELD) – FIELD OVERVIEW PHOTO

EXHIBIT 1
195

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3DW)LOLSSRQH3)LOLSSRQH#VWRFNWRQSRUWVFRP!
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IROORZXSTXHVWLRQUH
0/%EDOOSDUNDVVHVVPHQW

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WĂƚ&ŝůŝƉƉŽŶĞ
WƌĞƐŝĚĞŶƚ
^ĞǀĞŶƚŚ/ŶŶŝŶŐ^ƚƌĞƚĐŚ
^ƚŽĐŬƚŽŶWŽƌƚƐͬĞůŵĂƌǀĂ^ŚŽƌĞďŝƌĚƐͬ
ǀĞƌĞƚƚƋƵĂ^Žǆ
ϮϬϵͲϲϰϰͲϭϵϬϬ

&ƌŽŵ͗WĂƚ&ŝůŝƉƉŽŶĞ
^ĞŶƚ͗&ƌŝĚĂǇ͕^ĞƉƚĞŵďĞƌϭϬ͕ϮϬϮϭϰ͗ϱϴD
dŽ͗^ĐŚŵŝƚƚ͕ƌĂŝŐ:͘фĐƐĐŚŵŝƚƚΛĞǁŝŶŐĐŽůĞ͘ĐŽŵх
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ƌĂŝŐʹƐĞĞďĞůŽǁĨƌŽŵŽƵƌ/dĐŽŵƉĂŶǇ͘>ĞƚŵĞŬŶŽǁŝĨǇŽƵŶĞĞĚĂŶǇƚŚŝŶŐĞůƐĞĨƌŽŵŵĞŝŶƚŚŝƐŵĂƚƚĞƌ͘
hd/ŝƐhƚŝůŝƚǇdĞůĞƉŚŽŶĞʹĂůŽĐĂůƉƌŽǀŝĚĞƌ͘tĞŚĂǀĞƚǁŽƉƌŽǀŝĚĞƌƐĨŽƌďĂĐŬƵƉͬĂĐĐĞƐƐ͕ĞƚĐ͘
WĂƚ&ŝůŝƉƉŽŶĞ
WƌĞƐŝĚĞŶƚ
^ĞǀĞŶƚŚ/ŶŶŝŶŐ^ƚƌĞƚĐŚ
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ǀĞƌĞƚƚƋƵĂ^Žǆ
ϮϬϵͲϲϰϰͲϭϵϬϬ

&ƌŽŵ͗ZĂǇŵŽŶĚ^ŵŝƚŚфƌĂǇƐŵŝƚŚΛĞǌͲŶĞƚƐǇƐ͘ŶĞƚх
^ĞŶƚ͗&ƌŝĚĂǇ͕^ĞƉƚĞŵďĞƌϭϬ͕ϮϬϮϭϰ͗ϮϵD
dŽ͗WĂƚ&ŝůŝƉƉŽŶĞфW&ŝůŝƉƉŽŶĞΛƐƚŽĐŬƚŽŶƉŽƌƚƐ͘ĐŽŵх
^ƵďũĞĐƚ͗Z
͗ĨŽůůŽǁͲƵƉƋƵĞƐƚŝŽŶƌĞ͗D>ďĂůůƉĂƌŬĂƐƐĞƐƐŵĞŶƚ

,ŝWĂƚ

ƵƌƌĞŶƚŝŶƚĞƌŶĞƚŝƐ͗
ŽŵĐĂƐƚϯϬϬͬϯϬ;ĚŽĞƐŶŽƚŵĞĞƚƚŚĞϲ͘ϭƐƚĂŶĚĂƌĚ͕ďƵƚĐŽƵůĚŵĞĞƚƚŚĞϲ͘ϮďĂĐŬƵƉƐƚĂŶĚĂƌĚͿ hd/;ĂĐŬƵƉͿϮϬͬϮϬ;ƉŽƐƐŝďůǇŵĞĞƚƐƚŚĞϲ͘ϮďĂĐŬƵƉƐƚĂŶĚĂƌĚ͞ŽƌƚŚĞŚŝŐŚĞƐƚƐŚĂƌĞĚďĂŶĚǁŝĚƚŚĐŽŶŶĞĐƚŝŽŶĂǀĂŝůĂďůĞ͟
/ĨdΘdĐĂŶĚĞůŝǀĞƌĨŝďĞƌƚŽŐĞƚϯϬϬͬϯϬϬĨŽƌϲ͘ϭǁŽƵůĚƌĞƋƵŝƌĞĂϱϬϬͬϱϬϬ;ĂƚƚĚŽĞƐŶ͛ƚƐĞůůĂϯϬϬŵďůĞǀĞůͿ͕ĂƉƉƌŽǆ͘ Ψϭ͕ϳϭϭ͘ϭϴͬŵŽŽŶĂϯǇĞĂƌĐŽŵŵŝƚŵĞŶƚ
ůƐŽŝƚŝƐƉŽƐƐŝďůĞǁĞĐŽƵůĚŐĞƚĐŽŵĐĂƐƚĚĞĚŝĐĂƚĞĚĨŝďĞƌ͕ďŽƚŚǁŽƵůĚƌĞƋƵŝƌĞƐŽŵĞƌĞƐĞĂƌĐŚ͘EŽƚĞĨŝďĞƌŝŶƐƚĂůůƐĐĂŶƚĂŬĞ ϲнŵŽŶƚŚƐ͕ƐŽŬĞĞƉƚŚĂƚŝŶŵŝŶĚĨŽƌǁŚĞŶƚŚŝƐŝƐŶĞĞĚĞĚ͘
>ĞƚŵĞŬŶŽǁŝĨǇŽƵŚĂǀĞĂŶǇĂĚĚŝƚŝŽŶĂůƋƵĞƐƚŝŽŶƐ͘

EXHIBIT 1
196

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EXHIBIT 1
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EXHIBIT 1
198
Request for Proposals (RFP) PUR 23-022
Architectural Services for Ballpark MLB Standards Upgrade Prepared by Pendulum
for the City of Stockton, California
Thursday, March 23, 2023
EXHIBIT 1
199
March 23, 2023
To: City of Stockton
**! (SL_HUKYPH +L 3HZOT\[[ 6ɉJL VM [OL *P[` *SLYR
425 North El Dorado Street, First Floor | Stockton, CA 95202-1997 e: [email protected] | t: 209.937.8357
Re: Request for Proposals (RFP) PUR 23-022 – Architectural Services for Ballpark MLB Standards Upgrade Dear Ms. De Lashmutt and the Evaluation Panel:
,UJSVZLK ^P[O [OPZ SL[[LY WSLHZL ÄUK [OL 7LUK\S\T WYVWVZHS MVY (YJOP[LJ[\YHS :LY]PJLZ HZZVJPH[LK ^P[O [OL 43) :[HUKHYKZ <WNYHKL H[ )HUULY 0ZSHUK )HSSWHYR PU [OL *P[` VM :[VJR[VU *( >L HYL [OYPSSLK [V IL JVUZPKLYLK MVY [OPZ VWWVY[\UP[` HUK ÄYTS` ILSPL]L [OH[ ^L HYL [OL YPNO[ [LHT [V JVSSHIVYH[L ^P[O the City of Stockton to deliver the most state-of-the-art ballpark renovation and improvements project. 0[ PZ V\Y OVWL [OH[ V\Y YLZWVUZL [V [OL *P[`»Z 9LX\LZ[ MVY 7YVWVZHSZ PZ UV[ VUS` PUMVYTH[P]L I\[ HSZV PTWYLZZLZ \WVU [OL TPUK VM [OL YLHKLY [OL MHJ[ [OH[ the Pendulum team is dedicated and committed to not only the design and development of ballparks and municipal projects, but more importantly that we are advocates for the healthy growth and advancement of communities. Our combined experience in the industry informs us that great design is only a fraction of the equation in the long-term success of a ballpark.

The Pendulum team is best suited for assisting the City of Stockton with this project because the foundation of our approach is entrepreneurial. As owners of our business, we as entrepreneurs are less “traditional” as it relates to architects who simply design beautiful buildings; our focus is on the long-term success of our clients. We do not believe in design just for the sake of design, thus creating shrines to ourselves, our work is on behalf of the communities we serve.
0M `V\ OH]L HU` X\LZ[PVUZ VY YLX\PYL M\Y[OLY JSHYPÄJH[PVU VU HU` VM [OL PUMVYTH[PVU JVU[HPULK PU [OPZ WYVWVZHS WSLHZL KV UV[ OLZP[H[L [V JVU[HJ[ 7LUK\S\T -V\UKPUN 7YPUJPWHS*,6 HUK KPYLJ[ JSPLU[ JVU[HJ[ 1VUH[OHU 6»5LPS *VSL Z^PN:7(*, 7YPUJPWHS PU *OHYNL 0HU .SPKKLU ZOHSS ZLY]L HZ [OL SVJHS HS[LYUH[L point of contact for this proposal as the Architect of Record and California licensed architect oversight for the project. Thank you.

Sincerely,
1VUH[OHU 6»5LPS *VSL (0( 5*(9) 564( c -V\UKLY*,6 7LUK\S\T e: [email protected] | direct: 816.399.5251 | mobile: 816.694.6777 1512 Holmes Street, Kansas City, MO, 64108
NCARB #130053, Cert. #64360
1 2
3 4
5 6
7 8

EXECUTIVE SUMMARY

REFERENCES

PROJECT WORK PLAN

PROJECT SCHEDULE

PROJECT TEAM
PROJECT UNDERSTANDING + APPROACH

PROJECT WORK MATRIX

APPENDIX AND ATTACHMENTS
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EXHIBIT 1
200

EXECUTIVE SUMMARY
As the responding Proponent to the City of Stockton’s Request for Proposal, Pendulum shall include the following key members of our architectural and engineering design team for the scope of services requested:
• Jonathan O’Neil Cole, AIA, NCARB, NOMA, Lead Architect • John Iiams, Senior Project Manager
• Ian Glidden, Architect of Record
• Andrew Randolph, SE, Structural Engineer of Record
• Ryan Fitzpatrick, SE, Technical Structural Engineer
• Mike Auchter, PE, Structural Project Manager
• L. Alberto Lopez, RCE, QSD/P , Principal Civil Engineer • Scott Boyle, PE, LEED AP , Principal Mechanical/Plumbing Engineer • Steve Eastham, PE, Principal Electrical Engineer
The Pendulum team lead by Jonathan O’Neil Cole is an assembly of design professionals with extensive experience in large scale ballpark, public development and similar-complexity projects that have consistently materialized into built work. The requirements and scope of this RFP most closely aligns with Pendulum’s successful execution of the renovations at Neuroscience Group Field in Appleton, WI as well as RXUFXUUHQWHσRUWVLQEHKDOIRIWKH'D\WRQ'UDJRQVLQ'D\WRQ2+DW'D\ Air Ballpark, among several other current ballpark renovation projects underway.
(Z PZ Z[H[LK PU V\Y ÄYT WYVÄSL 7LUK\S\T PZ JVTTP[[LK [V WYV]PKPUN meaningful Principal involvement on the design team. This is one of the HK]HU[HNLZ VM 7LUK\S\T ILPUN JVUZPKLYLK ¸[OL IPNNLZ[ ZTHSS ÄYT PU sports”; our clients receive the undivided attention of our owner versus ILPUN WHZZLK VɈ [V Q\UPVY Z[HɈ VUJL [OL WYVQLJ[ PZ ^VU >L HYL M\SS` committed and available to execute any and all tasks associated with the scope of this project - we challenge ourselves to exceed expectation, and V\Y JSPLU[Z» [Y\Z[ PZ VM WHYHTV\U[ PTWVY[HUJL

PROJECT TEAM
2 7KHTXDOLðFDWLRQVDQGH[SHULHQFHRIWKH3HQGXOXPWHDPZLOOHQVXUH that all City of Stockton and project stakeholder goals are met. Our proposed work plan outlined in this response has been designed to encourage collaboration through multiple formats including bi-weekly Zoom meetings and three to four on-site visits/formal presentations at key milestones. To help facilitate all stakeholder’s ability to visualize the stated scope of work the Pendulum team will utilize Building Information Modeling (BIM) and virtual reality experiences that allow on screen manipulation of our models as well as real time walkthroughs of proposed improvements using virtual reality goggles.

In compliance with the requirements of the RFP we have included our detailed project understanding and approach, professional references for relevant projects, and a detailed proposal fee associated with the scope of work that shall occur over a period of eight (8) months from notice to proceed [NTP through completion of Construction Documentation].

DAY AIR BALLPARK - DAYTON, OH
1 “When comes to sports facilities, Jonathan Cole ‘gets it’. He is a listener and I have come to see that he
appreciates feedback and wants to get to know who the
operator plans to use the facility.”
- Rob Zerjav, President, Wisconsin Timber Rattlers
EXHIBIT 1
201
Pendulum is a Kansas City, Missouri-based
architectural practice with satellite offices
in Gastonia, North Carolina and Greenbelt,
Maryland.

Pendulum specializes in the design and
documentation of commercial, boutique
hospitality, sports, retail and residential projects.

Our track record as experts in facility assessment,
fan experience enhancement, capital improvement
planning, and phased facility maintenance support
has promoted the economic sustainability of our
clients’ municipal assets. Instead of designing
for the sake of design, Pendulum attacks projects
from the vantage point of the operator. Simply
put - we are pro forma based designers, we design
with the purpose of maximizing the use of every
square-inch of the facility which fosters increased
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patron comfort, and increased owner/operator
revenue. Our design promotes a lifestyle rather
than just a project.

In 2007, the principal/owner of Pendulum,
Jonathan O’Neil Cole, had a vision of opening
an entrepreneurial practice devoted to
strategy-oriented projects and client-centered
relationships. As an expert in an array of
architectural building types, he has focused our
practice on community enhancement and sports
facility design. Just as a Pendulum is smooth,
balanced, in perpetual motion and elegant
harmony, this visual metaphor aptly describes our
design philosophy and process, we capture the
vibrant interaction between shape, motion, and
form.
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you get dedicated, direct, and continuous
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principal/owner is a “working principal” so the high
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same expectation of our principal as it relates all
aspects of project delivery including sketching,
drafting, 3D modeling, project documentation,
and exhibiting an overall knowledge of advanced
industry technology, market trends, and thought-
leadership.

OUR DESIGNS SHAPE COMMUNITIES

ORGANIZATIONAL CHART

CAROMONT HEALTH PARK - GASTONIA, NC
EXHIBIT 1
202
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Civil Engineering
CLAD Consulting provides civil engineering design,
project management, and construction services
throughout California. Our single point-of-contact
approach seamlessly governs your project from
concept, through planning, into design and
construction. We consistently focus a step ahead to
proactively address potential problems before they
arise.

Core Capabilities
CLAD Consulting brings comprehensive, in-house
expertise to the entire project process, from concept
development, planning, and design to construction
completion and close-out. Our multidisciplinary
team is centered on client aspirations and delivering
quality designs and successful outcomes.
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With nearly 90 years of combined industry
experience, CLAD Consulting brings a full range of
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solutions and practical, buildable designs. Our
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our innovative, analytical approach to identifying
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communications.

CLAD
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Architecture
swigSPACE was formed in 2020 and is based in
Marin County north of San Francisco. swigSPACE
focuses on regional projects ranging from small
commercial projects to high-end custom single-
family homes.

Much of our work is in collaboration with other
architects and designers. swigSPACE shall serve
the role of Architect of Record and California
Licensed Architectural Oversight for this project
for the City of Stockton, working closely with Lead
Architectural Firm, Pendulum.
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Partner: Stephanie Wong, architect
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Specialized Structural Engineering
ALS[THJOLY :[Y\J[\YHS +LZPNU ,UNPULLYPUN A:+,
is a high-performance engineering group that
specializes in collaborative professional services
and is dedicated to client satisfaction. Founded
in May 2010 by Andrew R. Randolph, President
and Ryan J. Fitzpatrick, Vice-President, Visalia,
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services to Central California areas including
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the western United States. We bring over 60 years
combined experience to specialize in architectural,
institutional, industrial, agricultural, commercial, and high-end residential projects. Our focus is project
delivery and client relationship-building.
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unite in pursuit of a common goal. To this purpose,
structural engineering seeks to create a built
environment that is resistant to the forces of nature
and environment, is safe and practical for human
use, and is aesthetically pleasing in its own regard.
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environmentally responsible manner.

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Electrical Engineering Design
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Visalia, California and performs projects throughout
the Central and Northern California areas. Our
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professionals can support projects of varying types
and sizes.

Our work experience includes projects such
as clinics, schools, hospitals, airport facilities,
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treatment plants, to name just a few. Our vast
experience in project types exposes us to new and
state-of-the-art products and technology, which
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technical expertise to produce systems that meet
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energy conservation, and function of each space,
aesthetics and ease of maintenance.

We strive to produce contract documents that are
clear in their intent and that promote competitive
bidding. Whenever possible the materials and
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local suppliers. Computer technology is used
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calculations and billing procedures.
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Mechanical and Plumbing Engineering Design
Caliber Mechanical Design, owned and operated
by Scott E. Boyle, PE, was founded in 2013 with
the idea that an engineering company can provide
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emphasis on clear communication within the A/E
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Mr. Boyle has completed designs ranging from
multi-story hotels, remote cold-weather Alaskan
health clinics, residential new construction and
additions, California school modernizations,
military base pump houses, and commercial
tenant improvements. Caliber Mechanical Design
is always ready to meet new project challenges
and prides itself in providing top quality design
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schedule.

DUNKIN’ DONUTS PARK
EXHIBIT 1
203
PENDULUM:

BALLPARK EXPERTS ON YOUR TEAM
MLB PDL Compliance Project Expertise
The introduction of the Major League Baseball (MLB) Player Development License (PDL) requirements in 2021 has totally restructured Minor League Baseball as we’ve known it. Pendulum will take the lead in not only complying with current MLB PDL standards at Banner Island Ballpark, but we will also be instrumental in helping the project stakeholders anticipate pending updates for the future. For instance, it has just come to our attention that MLB is currently contemplating the extension of protective netting from foul pole to foul pole for adoption in the 2025 PDL.

As we’ve seen with several of the recent municipalities we have assisted with PDL compliance studies in the last twelve months, including the City of Stockton, there is nothing more frustrating than funding a new facility only a season ago to now must contemplate additional expenditures of WKUHHWRðYHPLOOLRQGROODUVEHFDXVHWKHQHZIDFLOLW\QRORQJHUFRPSOLHV with MLB design standards. Pendulum’s experience of having active UHODWLRQVKLSVZLWKDτOLDWHWHDPVDQGRQJRLQJFRQYHUVDWLRQVZLWK0/% stakeholders will be critical to the City of Stockton as we work together to avoid short-term thinking but instead focus on the future. This methodology will work hand in hand with the to be determined General &RQWUDFWRUFRPSDQ\DVWKH\OHDGWKHFKDUJHLQTXDQWLI\WKHðQDQFLDO impacts of the changing landscape of MLB facility requirements.

Pendulum’s founding principal Jonathan Cole has devoted his entire career to the design and development of sports facilities with an emphasis on Minor League (MiLB) ballparks. With 28 built facilities on his resume, and a vault full of ballparks that didn’t make it past the predevelopment phase, it is safe to say that Jonathan lives and breathes baseball.
2QHRIWKHNH\GLσHUHQWLDWRUVEHWZHHQ-RQDWKDQDQGRWKHUVSRUWV architects is the amount of time he has spent working with professional baseball organizations and operators to understand their business model and pro-forma. At an early stage of his career he was mentored by Mr. +HQU\6WLFNQH\IRUPHU&(2RI0DQGDOD\%DVHEDOO3URSHUWLHV+DQNDQG Jonathan spent a great deal of time collaborating on Fifth Third Field LQ'D\WRQ2+RQHRIWKHPRVWVXFFHVVIXO0L/%IUDQFKLVHVLQVSRUWV history with over 17 consecutive sold out seasons and counting. During WKLVSURMHFW+DQNWDXJKW-RQDWKDQKLVSKLORVRSK\RQPD[LPL]LQJWKHIDQ experience, branding, sponsorship, premium amenities, and diversity in seating inventory. Jonathan applied this knowledge to his projects that followed while continuing to hone his design skills and making edits in certain areas that coincided with his own thoughts.

When speaking with experienced operators in the baseball industry about sports architects you’ll likely hear one of two things. Either the architect is a “designer”, which typically has the negative connotation that the architect might design neat things but overall just doesn’t understand the business side of the baseball business. In contrast you might hear, “he’s a baseball guy”, meaning the architect not only understands how DEDOOSDUNRSHUDWHVEXWDOVRLVLQV\QFZLWKWKHIURQWRτFHWHDPDQG works hand-in-hand with them to design elements and features of the EDOOSDUNWKDWZLOODVVLVWWKHPLQPD[LPL]LQJWKHLUðQDQFLDOVXFFHVVZKLOH avoiding things that may compromise the stated intent of the MLB Facility Standards. Although this doesn’t mean that some of the rules (non player or fan safety related), shouldn’t be challenged from time to time, but overall being referred to as “a baseball guy” means the architect gets what the team has set out to accomplish; Jonathan is certainly a “baseball guy”.

Beyond being just a practitioner, Jonathan dedicates a great deal of time and energy in writing about his thoughts on the future of sports facility design. It is clear from his design approach that technology is the next frontier in sports. While many recent PDL Assessments completed by Pendulum are currently underway, Pendulum is fully capable and ready to begin documentation upon a Notice to Proceed from the City and complete construction documentation by December 2023, as noted in the Project Schedule section of this proposal. Below is a current list of PDL Assessments by Pendulum for reference, showcasing our expertise in this project type:

PDL Assessments: Pendulum

1. 'D\WRQ'UDJRQV'D\WRQ2+
0/%$SSURYDO

2. Wisconsin Timber Rattlers - Appleton, WI (MLB Approval)

3. Winston Salem Dash - Winston Salem, NC (MLB Approval)

4. 6SULQJðHOG&DUGLQDOV6SULQJðHOG02
0/%3HQGLQJ

5. Stockton Ports - Stockton, CA (MLB Approval)

6. +DUWIRUG<DUG*RDWV+DUWIRUG&7
0/%$SSURYDO

7. Rocket City Trash Pandas - Madison, AL (In Progress) 3HQGXOXPDVDVVHPEOHGDWHDPRIKLJKO\TXDOLðHGFRQVXOWDQWVWREULQJ the City of Stockton’s Banner Island Ballpark project to realization.

Working closely with Pendulum, swigSPACE architects shall serve as local, California licensed project oversight and assistance with FRQVWUXFWLRQDGPLQLVWUDWLRQDVQHHGHG/RFDOHQJLQHHULQJðUPV&/$' Consulting, Zeltmacher, RSE & Associates, and Calibur Mechanical Design, shall use their respective expertise in projects of similar scale and complexity to deliver a successful project for the City. The Pendulum team will exceed expectations in bringing the Banner Island Ballpark project from concept/schematic design phase through construction documentation to project closeout and completion. The current and projected workload of each of the key personnel has been taken into consideration and Pendulum is committed to performing the proposed work within the time limits of the project for the City.

Quality Control of All Deliverables
Quality control assurance begins with the entire project team XQGHUVWDQGLQJDQGHPEUDFLQJYLVLRQDQGH[SHFWDWLRQVWKHGHðQHGYLVLRQ for the City of Stockton in all areas including cost, quality, scope and schedule. To have a successful project we will strike a balance between each of these aspects of the project. This understanding becomes the

AUTOZONE PARK - MEMPHIS, TN

NEUROSCIENCE GROUP FIELD - APPLETON, WI
basis for our agreement. The process of delivering a quality project includes four components:

1. Selecting the best team

2. Establishing expectations

3. Regularly monitoring progress toward meeting the expectations

4. Adjusting the plan of action to meet the expectations The Pendulum team believes the process of delivering a quality SURMHFWUHTXLUHVFRRSHUDWLRQFRPPXQLFDWLRQFRRUGLQDWLRQñH[LELOLW\ and action. As you know, quality is result of selecting the best team, establishing clear expectations, incrementally monitoring progress toward meeting those expectations and making necessary adjustments to achieve the desired outcome. Creating quality is not a task, rather our team’s attitude about working collaboratively with you to deliver the best possible project at Banner Island Ballpark.

The Pendulum Project Team Resumes are included in the Appendix, found at the end of our proposal.

EXHIBIT 1
204

PENDULUM REFERENCES
3 PENDULUM PROJECT REFERENCES
Project: Neuroscience Group Field Renovation
Reference: Rob Zerjav
President, Wisconsin Timber Rattlers
t: 704.689.4029 | e: [email protected]
Description and Scope of Services:
“Pendulum’s design collaboration with the Timber Rattlers on the successful 2013 renovation of Neuroscience Group Field at Fox Cities Stadium was transformational – it made a statement,” said Pendulum’s lead architect and CEO, Jonathan O’Neil Cole. “One of the things that makes the current phase of planned improvements so special is the fact that our organizations continue to grow together. The latest round of amenities are a culmination of our experience in the market place, new ideas, proven successes, and innovative ways of creating unique and exciting experiences for attendees at games and events. We sincerely EHOLHYHYLVLWLQJRUJDQL]DWLRQV7LPEHU5DWWOHUVSOD\HUVFRDFKL QJVWDσ DQGIDQVZLOOEHEORZQDZD\E\KRZDQDOUHDG\ðUVWFODVVIDFLOLW\ZLOOEH taken to the next level. The bar has just been raised for all comparable sports facilities across the nation.” A major change for the players is that the home and visitor clubhouses will be switching sides for next season.

The visitors are moving to the current Timber Rattlers clubhouse and will be in the third base dugout starting in 2023. The Rattlers will be in the ðUVWEDVHGXJRXWDQGWKHFXUUHQWYLVLWRUFOXEKRXVHZLOOJHWDQH[WUHPH makeover before the Timber Rattlers can call it their home. The new home clubhouse will be twice the size of the existing home clubhouse and will feature a new circular locker room, two indoor batting cages, two SOD\HUIRFXVHGDUHDVIRUQXWULWLRQDQGUHOD[DWLRQH[SDQGHGRτF HVIRU coaches and a dedicated female locker room, an expanded training area, DQGDODUJHZHLJKWURRPFRQQHFWHGWRDQRXWGRRUSOD\HUDJLOLW\ðHOG Scope: $13 Million
Date of Project Completion: April 2023
Project: CaroMont Health Park
Reference: Michael Peoples
City Manager, City of Gastonia, North Carolina
t: 704.689.4029 | e: [email protected]
Description and Scope of Services
Pendulum was hired by the City of Gastonia to design a six block master plan and serve as the Architect of Record for this multi-use sports facility and the surrounding development As a strategic component for economic development in the region, FUSE will accommodate baseball, soccer, lacrosse, football, and other civic events. Multi-family housing, a ñDJVKLSKRWHOUHVWDXUDQWVDQGFRPPHUFLDOUHWDLODQGRτFHZLOOLQðOOWKH site on the development pads to create a thriving entertainment district.

Phase One Cost: $27 Million (Base Stadium and Amenities). Master Planned Phase Two (development includes 150-key hotel, 100 square IHHWFRPPHUFLDORτFH6)UHVWDXUDQWDQGXQLWPXOWLI DPLO\ residential building). Scope: $100 Million
Date of Project Completion (ballpark): 2021
Project: Grayson Stadium Renovation
Reference: Jesse Cole
Owner, Savannah Bananas (Coastal Plains League)
t: 781.424.2499 | e: [email protected]
Description and Scope of Services
Pendulum has been retained by the Savannah Bananas to design a 10 year Master Plan for Grayson Stadium. The proposed improvements LQFOXGHHQKDQFHGYLVLWRUDPHQLWLHVVXFKDVQHZðUVWEDVHOLQHJU RXS VHDWLQJWHDPDGPLQLVWUDWLRQH[SDQVLRQULJKWðHOGVKLSSLQJFRQ WDLQHU group concourse, a new Savannah Bananas branded brewery and distribution center, concession overhaul, Airbnb tree houses and group deck, and a third baseline wading pool.

Master Plan Scope: $10 Million

NEUROSCIENCE GROUP FIELD - APPLETON, WI
EXHIBIT 1
205
Project: Roger Dean Chevrolet Stadium Renovation
Reference: Dan Good
Vice President, Business Development, St. Louis Cardinals t: 314.712.1300 | e: [email protected]
Description and Scope of Services
Pendulum, along with FL-based Fawley Bryant, has been hired in an architectural joint venture to renovate Roger Dean Chevrolet Stadium Complex in Jupiter, FL, home of the St. Louis Cardinals and Miami Marlins Spring Training. This extensive renovation includes, but is not limited to, the design and implementation of state of the art visitor amenities including picnic areas, premium seating, 360 degree wrap around concourse, and a complete concession/food service overhaul.

In addition to visitor amenities Pendulum is addressing updated design requirements for player and operations including the addition of female VWDσFRDFKLQJDQGXPSLUHORFNHUVQHZSUHVVDFFRPPRGDWLRQVQH Z team store/retail amenities, new public art plazas, and a new baseball DGPLQLVWUDWLRQRτFH7KHVSULQJWUDLQLQJVSHFLðFSURJUDPLQJWK DWLV being demolished in its entirety and replaced includes two (2) 70,000 square foot clubhouses, two (2) enclosed batting/pitching facilities, and DQH[SDQGHGðHOGPDLQWHQDQFHEXLOGLQJRSHUDWLRQV\DUG
Scope: $108 Million
Date of Project Completion: Est. 2023
Project: Dunkin’ Donuts Park
Reference: Josh Solomon
2ZQHU+DUWIRUG<DUG*RDWV
$$&RORUDGR5RFNLHV$τOLDWH
+DUWI RUG&7
t: 978.460.0885 | e: [email protected]
Description and Scope of Services
Dunkin’ Donuts Park is 6,500 seat Eastern League Class AA Stadium VLWHGLQWKHKHDUWRI'RZQWRZQ+DUWIRUG&77KHEXLOGLQJSURJUDP consists of diverse seating amenities, a premium banquet/club space to accommodate 600 patrons, premium suites as well as 100,000 square feet of enclosed operations space. Pendulum’s Jonathan Cole served as the role of Architect of Record and Lead Design Principal.

Ballpark Cost: $75 Million
Surrounding Development Master Plan Scope: $350 Million Date of Project Completion: 2017
Project: CoolToday Park: Atlanta Braves Spring Training Facility Reference: Chip Moore
(93)ORULGD2SHUDWLRQV 0LQRU/HDJXH$τOLDWHV$WODQWD%UDYHV t: 404.614.1330 | e: [email protected]
Description and Scope of Services
CoolToday Park is an 80-acre sports campus that consists of 55,000 square feet of major and minor league clubhouses, 15,000 square feet of team training spaces, indoor weight training, nutrition center, and a 8,500 seat stadium with premium amenities and robust press accommodations. Pendulum’s Jonathan Cole served the role of Stadium Architect and Signage + Way-Finding Designer.

Cost: $125 Million
Date of Project Completion: 2019
“I have been associated with Jonathan on projects ranging from design-build of a minor league facility, renovation of a facility and a spring training complex - each with their own unique sets of challenges. Jonathan and his team are both listeners and creators. They listen to what the clients’ objectives are and create ideas that ﬁll those needs. They use these characteristics from initial design, through value engineering and on the ground during construction through opening.”- Chip Moore, Atlanta Braves DUNKIN’ DONUTS PARK - HARTFORD, CT
PROJECT UNDERSTANDING +

APPROACH
4 EXHIBIT 1
206
As stated previously in the Project Team section, Pendulum is the ballpark expert on your team. We fully understand the City’s Project based on the 6FRSHRI:RUNRXWOLQHGLQWKH5HTXHVWIRU3URSRVDOVDQGDUHFRQðGHQWLQ our team’s ability to deliver a state-of-the-art and successful project that will exceed expectations.

Process Leadership
The Pendulum team prides itself on proactive and highly communicative leadership style. While we possess direct experience and industry NQRZOHGJHVSHFLðFDOO\LQWKHSODQQLQJGHVLJQDQGFRQVWUXFWLRQ of ballparks for municipal clients, we will strive to understand the uniqueness of the City and future tenant’s operational, strategic situation and needs. We will assist you in understanding how solutions that address the immediate needs of your organization may impact the marketability or adaptability of your investment over time.

Schedule Management
Control of the schedule and phasing of the construction work is an important part of our work. The project must be planned, designed, and constructed on time. Our team is very knowledgeable in the use of the critical path scheduling methodology and the usages of proprietary software to facilitate the process. A master schedule will be developed that will broadly be categorized into the following categories within the program: design, bidding/award, construction, close-out and commissioning. As part of the scheduling process, critical milestone GDWHVZLOOEHLGHQWLðHGIRUWKHGHVLJQDQGFRQVWUXFWLRQZRUN7KLVZLOO enable the representatives to easily track the project as well as provide the schedule framework for the team.

The development of a project schedule would occur after program validation. This schedule becomes the reference point, and is continuously re-evaluated at the critical milestones of each phase of the program. This enables all members of the project team to take ownership, as a stakeholder, in the success of meeting the schedule deadline.

Design phase activities are typically charted after analysis of the workforce requirements and are updated during regular internal scheduling review meetings.

Our team members are committed to dedicating the time required in order to meet the project’s schedules. We are committed to meeting DQ\HVWDEOLVKHGFRPSOHWLRQGDWHZLWKHτFLHQF\DQGDFFXUDF\:H have a reputation of achieving customer satisfaction by meeting all the programmatic requirements and by maintaining budgets and schedules, while being constantly aware of the project goals.

Key Elements: establish a critical-path bar chart schedule, establish project milestones and approach, evaluate scheduled hours and job assignments, perform daily in-house checks/reviews, and perform weekly reviews and publish project updates.

BUDGET MANAGEMENT
The most critical aspect of a project is setting and adhering to a budget. :HXVHLQGXVWU\PHWULFVUHJLRQDODGMXVWPHQWVDQGMREVSHFLðFGDWD regarding scheduling, sequencing, and constructibility factors to set an honest budget. From that point we don’t just measure our progress at the end of each phase, but continuously track adherence in order to give both key project stakeholders and designers the information required for systems and materials selection. We believe our ability to adhere WRDEXGJHWLVDUHñHFWLRQRIERWKRXULQWHJULW\DQGSURIHVVLRQDODELOLW\ The Pendulum Team outlines and maintains a chain of responsibility, establishing a plan for clear communication and accountability. Ongoing GLDORJXHDQGGHFLVLRQWUDQVSDUHQF\RSWLPL]HWKHðQDOSURGXFW%HFDXVH owning the budget is a key aspect of a successful partnership, we hold ourselves accountable at each step of the process:

VISIONING
7 RDFKLHYHHσHFWLYHFRVWPDQDJHPHQWZHZRUNZLWKWKHFOLHQWWRGHðQH SURMHFWLQWHQWSXUSRVHDQGSULRULWLHVHDUO\DQGUHDτUPWKHVHWKURXJKRXW a project’s development. The client’s vision is communicated and revisited throughout the delivery process with key stakeholders to maintain a focused response to the client’s expectations for: communication of WKHLUEUDQGVWDσDQGVWXGHQWUHFUXLWPHQWOHYHORIFDSLWDOFRPPLWPHQW PROJECT UNDERSTANDING +

APPROACH
RSHUDWLRQDOHτFLHQFLHVPDLQWHQDQFHSODQQLQJDQGDVVHWPDUNHWYDOXH

BENCHMARKING
Scope: We analyze the scope by order of magnitude estimate based on the basic building type, program, existing and market conditions to set DEHQFKPDUNIRUGHVLJQVWUDWHJ\DQGLQWHQW6LJQLðFDQWO\LPSDFWIXOFRVW FRQVLGHUDWLRQVVSHFLðFWRWKHSURMHFWDUHDGGHGVXFKDV]RQLQJDQGODQG use compliance, state of existing site infrastructure, utility availability, and existing condition of building structural, envelope, and environmental systems. For each solution proposed, we also layer in a series of cost alternatives for comparison and discussion.

Constructibility: We utilize our market knowledge regarding availability of materials and work force to break down the construction budget by master-spec divisions. This strategically positions the project to EHQHðWIURPDGYDQWDJHRXVPDUNHWDQGSXUFKDVLQJFRQGLWLRQVDQGDYRLG constructibility pitfalls. It provides a credible and reliable construction cost estimate.

DESIGN ALONGSIDE BUDGET
As the design and its documentation are further developed, cost estimates for each system and major component are re-visited with greater precision and more accurate estimating methods. We utilize traditional subscription software, a proprietary historical costing database, and knowledge derived from similar projects to hone the budget alongside the design.

LIFE CYCLE COSTING
Another component of budget management is to support the long-term investment strategy of the client. During design the initial construction investment often overshadows the total cost of ownership, however initial building costs represent, on average, only 3-5% of the total cost of ownership over the life of a facility. As partners in the process, we work with you to measure the 15 and 30-year cost implications of design decisions to weigh the long-term expense.

CONSTRUCTION ADMINISTRATION APPROACH
&RQVWUXFWLRQ$GPLQLVWUDWLRQVHUYLFHVRσHUHGE\WKH3HQGXOXP7 HDP IDUH[FHHGZKDWLVFRPPRQO\RσHUHGLQWKHLQGXVWU\2Q\RXUEHKDOI we issue comprehensive documents, provide clear directions, keep meticulous records, promptly respond to all inquiries, and maintain strong lines of communication in order to make the construction phase as seamless as possible. We think of our role during construction as an extension of our commitment to the success of the project and a UHñHFWLRQRIERWKRXUDELOLW\DQGLQWHJULW\DQGLQFOXGHV

• Active participation in coordination meetings
• Careful review of all shop drawings
• Regularly scheduled on-sight observation of work
• Timely response to all Requests for Information (RFIs) & Stewardship of detailed RFI log and Field Reports
• Review, evaluation, and recommendation to owner regarding the contractor’s request for payment.
• 3ULRUWRWKHðQDODFFHSWDQFHRIZRUN

'HOLYHU\RIDGHWDLOHG
punch list, indicating all necessary corrections and incomplete items, WRDOOFRQFHUQHGSDUWLHV
)LQDOZDONWKURXJKWRFRQðUPVHUYLFHV
systems, and design elements are rendered complete and meet the project team’s level of satisfaction.
:HXQGHUVWDQGDSURMHFWâVVXFFHVVLVGHWHUPLQHGE\LWVðQDOSURGXFW not just by the quality of documents we issue. Our commitment to a project extends across its duration. That is why it is important to us to be engaged with the construction phase of a project’s delivery. We work together with stakeholders to identify creative solutions, remove potential obstacles, and set, measure, and implement client expectations throughout the construction phase.

This sense of ownership and accountability for each project is what sets our team apart from our competition.

EXHIBIT 1
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PROJECT WORK PLAN
5 BANNER ISLAND BALLPARK MLB

STANDARDS UPGRADE PROJECT WORK
PLAN
The Pendulum Team intends to use its expertise in the design and GHYHORSPHQWRIEDOOSDUNVDQGVSHFLðFDOO\0/%6WDQGDUGV3URMHFWVWR accomplish the scope of work outlined in the RFP , Section 2.0. Pendulum VKDOOSURYLGHWKHQHFHVVDU\ðQDOSODQVVSHFLðFDWLRQVDQGHVWLPDWHV documents in a bid-ready format as required by the City. Pendulum will coordinate with the City throughout each phase of the design and construction of this project in a proposed work plan format as follows:

1. KICK OFF , DESIGN, AND PRE-CONSTRUCTION MEETING
D8SRQQRWLðFDWLRQRIVHOHFWLRQDQGDXWKRUL]DWLRQWRSURFHHG Pendulum will schedule a Zoom conference with all stakeholders (City Representatives, Ownership, Team, etc.) to make introductions, establish project overview and general consensus. This will be a good meeting to hear the perspective of all individual parties with any high level operational concerns, relevant City initiatives and objectives (that may not already be listed in the RFP).
b. It is critical that we also establish documentation standards as they relate to the Banner Island Ballpark project as well as secure any DYDLODEOHðOHVIRURXUXVH
LHHOHFWURQLFGUDZLQJV&$'5(9,7 6XUYH\
environmental information, storm water studies, etc. if applicable).

We foresee this to be a very streamline process based on Pendulum’s recent work with the City and the Space Utilization Drawings and Study conducted in 2022.
c. The Pendulum team will also participate in the City’s review and selection process for the General Contractor. We will establish the H[SHFWDWLRQVIURPWKH&LW\IRURXUSDUWLFLSDWLRQGXULQJWKHNLFNRσ meeting to ensure the process and selection is successful. d. We will establish a bi-weekly meeting schedule for stakeholders (Zoom) i. Required Participants: City Representation, Tenant
Representation, and Pendulum team
ii. Required time commitment: 2 hours (approximately)

2. DESIGN DOCUMENTATION: FINAL CONCEPTUAL AND SCHEMATIC DESIGN
a. Our team will use the existing basis of design and Space Utilization Drawings as attached with the Request for Proposals to proceed with the completion of Conceptual Design and begin Schematic Design 'RFXPHQWDWLRQZLWKLQ:HHNVRIWKHRτFLDO1RWLFHWR3URFHHG b. Pendulum’s Conceptual and Schematic Design Documentation will include the following:

L,OOXVWUDWHGñRRUSODQVWXGLHVRIDOWHUHGEXLOGLQJSURJUDPDUHDV SURYLQJFRPSOLDQFHZLWKJRDOVDQGUHTXLUHPHQWVGHYHORSðQDO design for City stakeholder and Team consideration
ii. Use excerpts from the BIM model exhibiting scope of work and SURSRVHGPRGLðFDWLRQV
iii. 3D renderings of proposed areas including operations, visitor amenities, etc.

LY&RQðUPðQDOFRVWHVWLPDWHVFKHGXOHRIYDOXHVIRUDOOSURSRVHG improvements
v. Finalize schedule for implementation (design and construction).

1. Required Participants: Pendulum team - all disciplines

2. Required Participants: City Stakeholders and Tenant

3. Required time commitment for design and compilation:

Eight Weeks - As Noted in the Pendulum proposed
Schedule (this will also include bi-weekly review with City Stakeholders).

YL3HQGXOXPVKDOOSUHSDUHDðQDOUHSRUWWKDWVKDOOLQFOXGHEXWLV not limited to, a comprehensive description of the preferred schematic design of all project programming with detailed cost data estimates (of both construction and total project costs) and a ðQDOVFKHGXOHIRULPSOHPHQWDWLRQ
YLL7KHðQDOUHSRUWZLOODOVRDGGUHVVDQ\FRPPHQWVSURYLGHG by City of Stockton Stakeholders in response to any/all SUHOLPLQDU\GUDIWVRIWKHðQDOUHSRUW
F(VWLPDWHVJDWKHULQJDQG2τFLDO&LW\5HYLHZ7LPH
:HHNV

3. DESIGN DEVELOPMENT
8SRQDSSURYDORI3HQGXOXPâV6FKHPDWLF'HVLJQDQGRτFLDOQRWLFHWR proceed with Design Development, the Pendulum team will proceed with

WORK PLAN
EXHIBIT 1
208
the following drawing deliverables:
• 8WLOLW\PRGLðFDWLRQV
LIQHHGHG
VL]HGLGHQWLðHGDQGFRRUGLQDWH
with local utility companies.
• Preliminary site grading plan (at required locations) • Parking lot requirements - as needed
• 6LWHPDWHULDOVDQGODQGVFDSHLGHQWLðHG
• Architectural plans, sections, and elevations
• Typical architectural construction details
• Illustrative three dimensional modeling
• ([WHULRUEXLOGLQJPDWHULDOLGHQWLðFDWLRQ
DVUHTXLUHGDWVSHFLðF
locations)
• Foundation design completed (at required locations)
• 0HFKDQLFDOHOHFWULFDOSOXPELQJDQGðUHSURWHFWLRQVV\VWHPVDQG HTXLSPHQWORFDWHGVL]HGDQGFDSDFLWLHVLGHQWLðHG
• ,QLWLDOLQWHULRUVHOHFWLRQRIðQLVKPDWHULDOVLGHQWLðHG • 7 HFKQLFDOVSHFLðFDWLRQVRXWOLQHG
• /RZYROWDJHZLULQJLGHQWLðHG
• Budget reconciliation and estimate
• Preliminary Anticipated Schedule - Two Months or 8 Weeks (VWLPDWHVJDWKHULQJDQG2τFLDO&LW\5HYLHZ7LPH
:HHNV

4. CONSTRUCTION DOCUMENTS
8SRQDSSURYDORI3HQGXOXPâV6FKHPDWLF'HVLJQDQGRτFLDOQRWLFHWR proceed with Design Development, the Pendulum team will proceed with the following drawing deliverables in the construction documentation phase:
• 3UHSDUDWLRQRIELGGLQJGRFXPHQWVIRUDOOZRUNLGHQWLðHGLQ&6, Divisions
• Finalize bidding forms and procedures
• Finalize general supplementary conditions of the construction contract
• Finalize general requirements
• )LQDOL]HWHFKQLFDOVSHFLðFDWLRQVHFWLRQV
• Update architect’s schedule
• Update budget for cost of work
• Preliminary Anticipated Schedule - Three Months or 12 Weeks Construction Documents will be completed by December 2023 in the form of As-Built Drawings as outlined and detailed in the RFP by the City. Pendulum anticipates the bidding and permitting process to be approximately 4-12 Weeks in duration.

CONSTRUCTION ADMINISTRATION
Upon approval of Construction Documents, bidding and permitting the Pendulum team will proceed with the following drawing deliverables if the City so desires:
• Conducting and attending progress meetings
• Conducting and attending construction coordination meetings with City and Team
• Administer monthly payment applications and changes in work • Process submittals including receipt, review of and appropriate action on shop drawings, product data, samples and other submittal required by contract documents
• Review of claims, disputes or other matters between City and Contractor relating to the execution or progress of the Work as provided in the Contract Documents
• Rendering written decisions within a reasonable time and following the procedures set forth thereafter. Said procedures are as follows:
• Subcontractor submits question or submittal to construction manager for review
• Construction manager reviews said question against
$UFKLWHFWXUDO(QJLQHHULQJGRFXPHQWVWRFRQðUPVFRSH
question is in fact valid.
• If request for information is valid, construction manager shall GLVWULEXWHWKHLQIRUPDWLRQLQWKHIRUPRIDQRτFLDO5HTXHVW For Information (RFI), or Submittal - electronically (PDF format) to Pendulum and swigSPACE (Architect of Record) for distribution to the appropriate team member. Construction manager shall also copy the City on all RFI and Submittals for information only.
• Preparation, reproduction and distribution of supplemental GUDZLQJVVSHFLðFDWLRQVDQGLQWHUSUHWDWLRQVLQUHVSRQVHWRUHTXHVWIRU FODULðFDWLRQE\FRQWUDFWRUVRUWKH&LW\
WORK PLAN, CONT.
• Forwarding City instructions and providing guidance the contractors on the City’s behalf relative to changed requirements and schedule revisions
Project closeout
• A detailed inspection with the Owner’s representative for conformity of the Work to the Contract Documents to verify the list submitted by the Contractors of items to be completed or corrected.

This shall include no less than two (2) site visits.
• 'HWHUPLQDWLRQRIWKHDPRXQWVWREHZLWKKHOGXQWLOðQDO completion.
• Securing and receipt of consent of surety or sureties, if any, to UHGXFWLRQLQRUSDUWLDOUHOHDVHRIUHWDLQDJHRUWKHPDNLQJRIðQDO payments.
• ,VVXDQFHRI&HUWLðFDWHVRI6XEVWDQWLDO&RPSOHWLRQ
• ,QVSHFWLRQXSRQQRWLFHE\WKH&RQWUDFWRURIGHðFLHQFLHVIRXQGLQ follow-up inspection, if any.
• )LQDOLQVSHFWLRQZLWKWKH2ZQHUâVUHSUHVHQWDWLYHWRYHULI\ðQDO completion of the Work.
• 5HFHLSWDQGWUDQVPLWWDORIZDUUDQWLHVDτGDYLWVUHFHLSWVUHOHDVHV and waivers of liens or bond indemnifying the Owner against liens. • Prior to expiration of one year from the date of Substantial Completion, Architect shall, without additional compensation, conduct a meeting with Owner to review the facility’s operations and

SHUIRUPDQFH
DQGDVVLVWZLWKPRGLðFDWLRQVWRDQ\VXEVWDQGDUGRU
faulty design as reasonably determined by Owner.
• Preliminary Anticipated Schedule – Approximately 10-12 Months or 40-44 Weeks, subject to discussion based on phasing and General Contractor and Owner’s Needs to comply with MLB requirements and seasonal play
DUNKIN’ DONUTS PARK - HARTFORD, CT

FUSE DISTRICT MASTER PLAN - GASTONIA, NC
EXHIBIT 1
209

PROJECT WORK MATRIX
6 WORK MATRIX
Pendulum + swigSPACE - Architecture
Programming and Concept Schematic desi gnD e s i gn development Construction documents Contruction Administration Name & Title rate $/hr hours % of Work hours % of Work hours % of Work hours % of Work hours % of Work Jonathan Cole - Lead Architect $250 25 19 80 20 65 16 80 16 60 10 John Iiams - Senior Project Manager $175 25 19 80 20 60 14 80 16 200 33 Jacob Coburn - Project Architect $150 30 23 120 30 150 36 200 40 200 33 Beau Constant - Project Designer $110 50 38 125 31 140 34 80 16 80 13 Ian Glidden - Architect of Record $225 0 60 12 60 10
Total/phase 130 405 415 500 600
Rose Sing Eastham and Associates - Electrical Engineering Programming and Concept Schematic desi gnD e s i gn development Construction documents Contruction Administration Title rate $/hr hours hours hours hours hours
Steve Eastham - Principal Electrical Engineer $200 0 15 25 40 10 Total/phase 0 15 25 40 10
CLAD Consulting - Civil Engineering
Programming and Concept Schematic desi gnD e s i gn development Construction documents Contruction Administration Title rate $/hr hours hours hours hours hours
L. Alberto Lopez - Principal Civil Engineer $150 0 12 15 30 10 Total/phase 0 12 15 30 10
Calibur Mechanical Design - Mechanical/Plumbing Engineering Programming and Concept Schematic desi gnD e s i gn development Construction documents Contruction Administration Title rate $/hr hours hours hours hours hours
Scott E. Boyle - Principal Mechanical Engineer $130 0 40 60 80 30 Total/phase 0 40 60 80 30
Zeltmacher Structural Design Engineering
Programming and Concept Schematic desi gnD e s i gn development Construction documents Contruction Administration Title rate $/hr hours hours % of Work hours % of Work hours % of Work hours % of Work Andrew Randolph - Structural Engineer of Record $145 0 12 23 30 27 60 27 20 33 Ryan Fitzpatrick - Technical Structural Manager $145 0 20 38 40 36 80 36 20 33 Mike Auchter - Structural Project Manager $135 0 20 38 40 36 80 36 20 33 Total/phase 0 52 110 220 60
3HQGXOXPŖVGLUHFWRYHUKHDGUDWHVDUHDWDQDSSUR[LPDWHO\GLĳHUHQFHWRWKHPDUNHGXSELOOHGKRXUO\UDWHV $OORWKHURYHUKHDGDQGGLUHFWODERUUDWHVFRVWVDUHDYDLODEOHX SRQUHTXHVW “We can design to any budget -
we specialize in doing a lot with very little.”
- Jonathan O’Neil Cole, Pendulum CEO
EXHIBIT 1
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PROJECT SCHEDULE
7 PENDULUM PROPOSED SCHEDULE
EXHIBIT 1
211
8 APPENDIX AND ATTACHMENTS
JIMMY JOHN’S FIELD - UTICA, MI
“The sports business model at the professional
level is shifting to encompass much more than
engaging in competition. Mental health, nutrition,
technology and environment contribute to the
success of play just as much as nurtured strength
and natural ability. Pendulum’s ballparks promote
a lifestyle that is driven by passion. Our clients
trust us with their livelihood, our buildings
house their families, businesses, and Ćnancial
wherewithal. The energy we bring to the table is
contagious, we challenge the marketplace. We
have vision, we build relationships, and we are
experts which makes us authentic.”
- Jonathan O’Neil Cole, Pendulum Founder/CEO
EXHIBIT 1
212
Montreal Excitation – Quebec Canada
Perfect Game Training Complex – Osceola, FL
$36SRUWV&RPSOH[ò&ROXPEXV2+
Beloit Snappers Ballpark – Beloit, WI
&RPHULFD3DUN2XWðHOG,PSURYHPHQWVò'HWURLW0,
Green Bay Bullfrogs Ballpark – Green Bay, WI
Flossmoor Training Complex – Flossmoor, IL
Michigan City Ballpark – Michigan City, IN
Regions Field Master Plan – Birmingham, AL
Fair Park Master Plan – Birmingham, AL
Rickwood Field Master Plan – Birmingham, AL
Parade Park Training Complex – Kansas City, MO
Knoxville Smokies Renovations – Knoxville, TN
Utica Baseball Complex – Utica, MI
+LVWRULF7LJHU6WDGLXP0DVWHU3ODQ'HWURLW0,
Franklin Ballpark – Franklin, WI
Reverchon Park Master Plan – Dallas, TX
AutoZone Park Master Plan – Memphis, TN
VFDQ45FRGHWRYLVLW-RQDWKDQŖV/LQTSURıOH
Jonathan Cole is the founding principal of Pendulum Studio, a Kansas City, MO based architectural practice that specializes in the design and documentation of civic structures, multi-family housing, and sports facilities. Cole is responsible for national business development, design, and PDQDJHPHQWRIVSRUWVSURMHFWVWKDWUDQJHLQYDOXHIURPðYHWRðIW\PLOOLRQGROODUVHDFK+HKDVDQH\HIRUGHVLJQWKDWLVFRPSOLPHQWHGE\KLVDELOLW\WR realize in every project the potential to deliver long-term value to his clients and their stakeholders. Cole has developed an expertise in the development of community-oriented designs that foster environmental and economic sustainability. It is for this reason that Cole is considered one of the leading minds in the sports facility design world.

From a very young age Cole was groomed for leadership in the sports architecture marketplace. Cole graduated with a Bachelor of Architecture from &DOLIRUQLD3RO\WHFKQLF8QLYHUVLW\3RPRQD6FKRRORI(QYLURQPHQWDO'HVLJQLQ

+HZDVLPPHGLDWHO\UHFUXLWHGE\+17%DODUJH$UFKLWHFWXUDO (QJLQHHULQJðUPWKDWVSHFLDOL]HVLQWKHGHVLJQRIVSRUWVIDFLOLWLHV,QHDUO\

&ROHZDVDVVLJQHGWRZRUNDVDVWDσDUFKLWHFWRQWKHPDMRUUHQRYDWLRQ of O.co Coliseum, the current home of the Major League Baseball (MLB) Oakland A’s and National Football League (NFL) Oakland Raiders franchises.

Following the completion of both projects, Cole joined the design team tasked with renovating Oracle Arena, the current home of the National Basketball $VVRFLDWLRQ
1%$
*ROGHQ6WDWH:DUULRUVIUDQFKLVH6KRUWO\DIWHUWKHFRPSOHWLRQRIWKH2UDFOH$UHQDUHQRYDWLRQ&ROHZDVUHORFDWHGE\+17%WRWKHLU FHQWUDOGLYLVLRQKHDGTXDUWHUVORFDWHGLQ.DQVDV&LW\02+LVSULPDU\UROHZDVWROHDGGHVLJQDQGGHYHORSPHQWHσRUWVRQPDMRUDQGPLQRUOHDJXH ballparks. This move proved to be the catalyst for Cole’s growth and notoriety in the ballpark design marketplace. &ROHKDVOHGGHVLJQHσRUWVRQRYHUWKLUW\PLQRUOHDJXHEDOOSDUNVDFURVVWKHQDWLRQLQWKHSDVW\HDUV'XULQJWKLVWLPHKHKDVZRUNHGLQWKHFDSDFLW\RI PDUNHWOHDGHUDQGSURMHFWDUFKLWHFWZLWKDQXPEHURILQWHUQDWLRQDOO\UHFRJQL]HGVSRUWVDUFKLWHFWXUHðUPVLQFOXGLQJ+17%&RUSRUDWLRQ3RSXORXV IRUPHUO\
NQRZQDV+2.
DQG$UFKLWHFWXUH,QF,Q0D\RI&ROHWRRNKLVSDVVLRQIRUWKHEXLOWHQYLURQPHQWIRUZDUGWKLQNLQJEXVLQHVVPRGHODQGDUFKLWHFWXUDO pedigree and created Pendulum Studio, his own strategy-oriented and client-centered practice.

Since Pendulum’s launch, Cole has enjoyed a number of major accomplishments in the sports world. In June of 2010 the Normal Cornbelters, a Frontier /HDJXHDτOLDWHGLQGHSHQGHQWEDVHEDOOWHDPORFDWHGDSSUR[LPDWHO\WZRKRXUVVRXWKRI&KLFDJRFHOHEUDWHGWKHLULQDXJXUDOVHDVRQLQDQHZWZHOYH PLOOLRQGROODUEDOOSDUNGHVLJQHGE\3HQGXOXP)DVWIRUZDUGWHQ\HDUV3HQGXOXPFRPSOHWHG'XQNLQâ'RQXWV3DUNORFDWHGLQ+DUWIRUG&7WKDWZDVDZDUGHG EDOOSDUNGLJHVWFRPìDQG%HVW%DOOSDUNúEDVHEDOOSDUNVFRPì%DOOSDUNRIWKH<HDUú&RQQHFWLFXW0DJD]LQHâVì%HVW3ODFH7 R :DWFK$*DPHú+DUWIRUG0DJD]LQHì%HVW6SRUWV9HQXHúDQGWKH&6,.&$ZDUGì([FHOOHQFHLQ&UDIWVPDQVKLSú JONATHAN O’NEIL COLE, AIA, NCARB, NOMA

LEAD ARCHITECT

PENDULUM
BIO
Bachelor of Architecture 1995
California Polytechnic University Pomona
+17%&RUSRUDWLRQ'HVLJQHU
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360 Architecture, Lead Designer
Pendulum, Principal
1995 - 2001
2001 - 2006
2006 - 2007
2007 - Present

EDUCATION

PROFESSIONAL EXPERIENCE
$=&7 )/*$,/.60$0'0,021&1< 2+5,6&7;:,1HZ Zealand

REGISTRATION
National Council of Architectural Registration Boards (NCARB)

CERTIFICATIONS
American Institute of Architects (AIA)
AIA Pillars Leadership Program Graduate
National Organization of Minority Architects (NOMA)

MEMBERSHIPS
Oakland Coliseum Renovation - Oakland, CA
Busch Stadium - St. Louis, MO
CoolToday Park - Atlanta Braves Spring Training - North Port, FL 1997
2006
2019

MAJOR LEAGUE BASEBALL EXPERIENCE

/RXLVYLOOH6OXJJHU)LHOG/RXLVYLOOH.<

)LIWK7KLUG)LHOG'D\WRQ2+
*O’Brien Field - Peoria, IL

866WHHO<DUG*DU\,1
*Baseball Grounds of Jacksonville - Jacksonville, FL
*John O’Donnell Stadium Renovation - Davenport, IA
*Trustmark Park - Pearl, MS

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*University of South Carolina Ballpark - Columbia, SC
*Modern Woodmen Park Renovation - Davenport, IA
*BB&T Ballpark - Winston Salem, NC
The Corn Crib - Normal, IL
Time Warner Cable Field - Grand Chute, WI
+ROO\6SULQJV3DUN+ROO\6SULQJV1&
Athletic Park - Wausau, WI
Autozone Park - Memphis, TN
Jimmy John’s Field - Utica, MI
'XQNLQâ'RQXWV3DUN+DUWIRUG&7
Luther Williams Field - Macon, GA
7KH&RUQHU%DOOSDUN3$/+HDGTXDUWHUV'HWURLW0,
Capital Credit Union Park - Ashwaubenon, WI
&DUR0RQW+HDOWK3DUN*DVWRQLD1&
2000
2000
2002
2002
2003
2004
2005
2006
2008
2008
2009
2010
2013
2014
2014
2015
2016
2017
2018
2018
2019
2021

MINOR LEAGUE BASEBALL EXPERIENCE

SPORTS FACILITY MASTER PLANNING
2010
2010
2011
2011
2011
2012
2012
2012
2012
2012
2012
2013
2013
2013
2014
2014
2014
2015
EXHIBIT 1
213
John is an associate principal and senior project manager with a focus on fast-tracked project management, schematic design, 3D modeling and visualization. With a background in photography and design, John brings a diverse eye to architectural design solutions. With a professional history focused on sports architecture, John has an evolving understanding of the programmatic requirements and the design challenges that are unique to such project types.
3ULRUWRMRLQLQJ3HQGXOXP-RKQVSHQWRYHUðYH\HDUVZLWK$UFKLWHFWXUH0XFKRIKLVIRFXVZDVRQFRQFHSWXDOGHVLJQDQGJHQHUDWLQJ' representations of design solutions. Through his involvement on large-scale sports complexes and corporate headquarter facilities, John realizes ZKDWLWWDNHVWRGHYHORSDSURMHFWIURPHDUO\FRQFHSWWRðQDOEXLOWHQYLURQPHQW :LWK3HQGXOXP-RKQKDVEHFRPHDQHVVHQWLDODVVHWDQGWKHULJKWKDQGRIWKHðUP-RKQPDQDJHVERWKVSRUWDQGFRPPHUFLDOSURMHFWVWDNLQJ on the role of project manager for multi-family residential complexes and small boutique projects alike. John is an integral part of each Pendulum SURMHFWIURPNLFNRσWRFRQVWUXFWLRQWRRSHQLQJZRUNLQJZLWKWKHHQWLUHGHVLJQWHDPFRQVWUXFWLRQPDQDJHUVDQGFRQWUDFWRUVRQVLWH Mr. Glidden has experiences in all phases of the design and management process on projects varying from multimillion dollar sports facilities to high-end custom single-family homes worldwide. Ian holds the strong belief that there is much to learn from the construction experience and continues to actively participate on a project during construction. The ability to understand construction is important reinforcing the need for a high level of technical competence. swigSPACE was formed in 2020 with his architect wife after running his independent practice since 2008. swigSPACE is based in Marin County north of San Francisco and focuses on regional projects ranging from small commercial projects to high-end custom single-family homes. Much of our work is in collaboration with other architects and designers.

BIO BIO

JOHN IIAMS IAN GLIDDEN

SENIOR PROJECT MANAGER ARCHITECT OF RECORD

PENDULUM SWIGSPACE
Bachelor of Architecture
Kansas State University
Registered Architect: California License
C-29209
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Pendulum Studio
360 Architecture
Bachelors of Architecture, Iowa State
University, 1990
University of Bath, Bath England The Don
College, Tasmania Australia
Atlanta Braves Spring Training Complex -
North Port, FL
New Meadowlands Stadium -
East Rutherford, NJ
Basra Sports City - Basra, Iraq
Stockton Events Center and Stockton Arena*,
Stockton, California
Design for Lodi Grape Bowl Renovations, Lodi,
California
Nat Bailey Stadium Renovation*, Vancouver,
B.C. Canada

:KLOHZLWK$UFKLWHFWXUH+HLQOHLQ6FKURFN
& Stearns
Downtown Kansas City Royals Ballpark
Study
Oasis Sports Complex Master Plan –
Mesa, AZ
USA Baseball Complex - Cary, NC
Neuroscience Group Field - Appleton, WI
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Athletic Park - Wausau, WI
Warner Park - Madison, WI
AutoZone Park - Memphis, TN
Jimmy John’s Field - Utica, MI
'XQNLQâ'RQXWV3DUN+DUWIRUG&7
Luther Williams Field - Macon, GA
7KH&RUQHU%DOOSDUN3$/+HDGTXDUWHUV
- Detroit, MI
Capital Credit Union Park –
Ashwaubenon, WI
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EDUCATION

REGISTRATION

PROFESSIONAL EXPERIENCE

EDUCATION

MAJOR LEAGUE EXPERIENCE

NFL/SOCCER EXPERIENCE

SPORTS FACILITY EXPERIENCE

MINOR LEAGUE EXPERIENCE
2012 - Present
2007 - 2012
2007
2019
2012
2013
2013
2014
2014
2015
2015
2016
2017
2018
2018
2019
2021
2019
2020
EXHIBIT 1
214
As acting President of Zeltmacher, Andrew brings more than 20 years of experience in structural design engineering DFURVVPDQ\LQGXVWU\VHFWRUVWKURXJKRXW&DOLIRUQLDDQGWKHZHVWHUQ8QLWHG6WDWHV+LVSULPDU\DUHDVRIH[SHUWLVHDUH LQGXVWULDOIDFLOLWLHVVFKRROVFRPPHUFLDORτFHVDQGKLJKO\FXVWRPL]HGUHVLGHQWLDOSURMHFWVDOOXVLQJDQDUUD\RIVWUXFWXUDO materials. As evident through relationships with previous clients, his primary goal is to ensure clients receive structural VROXWLRQVWKDWFRPSOHWHO\IXOðOOWKHLUSURMHFWUHTXLUHPHQWV$QGUHZLVFXUUHQWO\DFWLYHLQWKH6WUXFWXUDO(QJLQHHUV Association of California (SEAOC) in addition to several other non-project organizations. 0LNHEULQJVPRUHWKDQ\HDUVRIH[SHULHQFHLQVWUXFWXUDOHQJLQHHULQJDQGSURMHFWPDQDJHPHQW+LVSULPDU\H[SHULHQFH is in public sector projects including City and Country governments, K-12 schools and Federal/Military projects.

Throughout his career, Mike has worked on projects of various size and complexity and likes to provide timely, quality and responsive service to each client. Mike will be the primary point of contact should ZSDE be selected.

With a passion for teamwork and innovative solutions, Ryan has performed structural engineering analysis and design VLQFH+HFXUUHQWO\IXQFWLRQVDV9LFH3UHVLGHQWRIWKHFRPSDQ\DQGGHVLJQHQJLQHHURQPDQ\RI=HOWPDFKHUâV SURMHFWV+LVSULPDU\H[SHULHQFHLVLQFRPPHUFLDORτFHDQGZDUHKRXVHEXLOGLQJVVHLVPLFUHWURðWWLQJDQGDQDO\VLV industrial and high-end residential projects. Ryan maintains an active membership in American Society of Civil Engineers (ASCE) and the Structural Engineers Association of California (SEAOC).

BIO BIO
BIO

ANDREW RANDOLPH, SE MIKE AUCHTER, PE

RYAN FITZPATRICK, SE

STRUCTURAL ENGINEER OF RECORD

TECHNICAL STRUCTURAL MANAGER

ZELTMACHER ZELTMACHER

ZELTMACHER
CA Structural Engineer
License #5010
CA Civil Engineer
License #59184
CA Civil Engineer
License #64422
CA Structural Engineer
License #6651
CA Civil Engineer
License #78344

LICENSES LICENSES

LICENSES

STRUCTURAL PROJECT MANAGER
0U(DVWKDPREWDLQHGKLV%DFKHORUVRI6FLHQFHLQ(OHFWULFDO(QJLQHHULQJIURPWKH8QLYHUVLW\RIWKH3DFLðFORFDWHGLQ6WRFNWRQ&$0U(DVWKDP pursued engineering in the industrial setting of Frito-Lay in Modesto, CA, directly out of college, where he managed numerous plant capital LPSURYHPHQWSURMHFWV8SRQUHWXUQLQJWRWKHVRXWKHUQFHQWUDOYDOOH\0U(DVWKDPEHJDQZRUNLQJIRUDQHOHFWULFDOHQJLQHHULQJFRQVXOWLQJðUP specializing in new and remodel construction throughout the state of California, with an emphasis on Airport Facility projects. During this time, Mr. Eastham gained invaluable experience in the design, bidding, procurement, and construction industry. Lastly, Mr. Eastham worked as the HQJLQHHULQJPDQDJHUIRU*XDUGLDQ*ODVVDQLQGXVWULDOPDQXIDFWXUHURIñDWJODVVZKHUH0U(DVWKDPPDQDJHGDWHDPRIHQJLQHHUVWRLPSURYHDQG PDLQWDLQWKHHτFLHQF\WKURXJKRXWWKHIDFLOLW\0U(DVWKDPKROGVDSURIHVVLRQDOHQJLQHHULQJOLFHQVHIURPWKH6WDWHRI&DOLIRUQLDDQGKDVSURYLGHG HOHFWULFDOGHVLJQVIRUDQXPEHURIGLσHUHQWLQGXVWULHVLQFOXGLQJDLUSRUWVKHDOWKFDUHIDFLOLWLHVVFKRROGLVWULFWVUHOLJLRXVIDFLOLWLHVSXEOLFSDUNVOLIW VWDWLRQVVRODU
UHVLGHQWLDODQGFRPPHUFLDO
LQGXVWULDOEXVLQHVVRτFHVDQGUHVLGHQWLDOKRPHV0U(DVWKDPLVLQWLPDWHO\IDPLOLDUZLWKWKHFRGH compliant issues and jurisdictions governing the proper design and construction of these varied projects.

BIO
STEVE EASTHAM, P .E.

PRINCIPAL ELECTRICAL ENGINEER

ROSE SING EASTHAM & ASSOCIATES
EXHIBIT 1
215
/$OEHUWR/RSH]KDVRYHU\HDUVRIH[SHULHQFHLQWKHFLYLOHQJLQHHULQJðHOGPDQDJLQJSURMHFWVGHVLJQWHDPVDQGLQVSHFWLQJDZLGHUDQJHRI projects. Alberto has had the opportunity to work on projects that include the design, inspection, and construction management of water, sewer, VWUHHWVGUDLQDJHLPSURYHPHQWVñRRGVWUXFWXUHVDQGWUDτFFRQWURO+HLVDTXDOLðHG6WRUPZDWHU3ROOXWLRQ3UHYHQWLRQ3ODQ 6:333
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3UDFWLWLRQHU+HKDVZULWWHQDQGLQVSHFWHG6:333VWKURXJKRXW&DOLIRUQLD+LVSURIHVVLRQDOFDUHHULQFOXGHVWLPHDVDQLQVSHFWRUDQGSODQFKHFNHU ZLWKWKH&RXQW\RI.HUQ(QJLQHHULQJDQG6XUYH\6HUYLFHV'HSDUWPHQWDðHOGHQJLQHHUZLWK*UDQLWH&RQVWUXFWLRQDQGRYHU\HDUVDVDFRQVXOWLQJ HQJLQHHU0U/RSH]URXWLQHO\PDQDJHVDVWDσRIòSHRSOHWKRXJKYDULRXVSURMHFWVDVVLJQLQJWKHULJKWSHUVRQQHOWRWKHFRUUHFWSURMHFWWREHVW use their individual strengths.

BIO
L. ALBERTO LOPEZ, RCE, QSD/P

PRINCIPAL CIVIL ENGINEER

CLAD CONSULTING
Registered Civil Engineer No. 67602, State of
California
Bachelor of Science, Civil Engineering -
California Polytechnic State University San Luis
Obispo, CA
Spanos Stadium Turf Improvements, San Luis
Obispo, California
Upper Field Turf Improvements, San Luis
Obispo, California
2Q&DOO(QJLQHHULQJ6HUYLFHV)<&LW\RI
Pismo Beach, Project Manager/Inspector
6DIH5RXWHVWR6FKRRO6LGHZDON,QðOO3URMHFW
City of Grover Beach, Grover Beach, California
3DFLðF*DVDQG(OHFWULF9HKLFOH&KDUJH
Stations, California
/XFLD0DU8QLðHG6FKRRO'LVWULFW$UUR\R
Grande, California
Cal Poly Solar Farm and Solar Lab, San Luis
Obispo
1LSRPR+LJK6FKRRODQG*URYHU%HDFK
Elementary School, California

PROFESSIONAL REGISTRATIONS

EDUCATION

RELEVANT PROJECT EXPERIENCE
Founded and operated by Scott E. Boyle, PE, Caliber Mechanical Design opened its doors in 2013 with the idea that an engineering company can SURYLGHDVXSHULRUðQLVKHGSURGXFWZKHQWKHUHLVDQHPSKDVLVRQFOHDUFRPPXQLFDWLRQZLWKLQWKH$(WHDP0U%R\OHJUHZXSLQ9LVDOLDJUDGXDWHG IURP0W:KLWQH\+LJK6FKRRODQGHDUQHGKLV%DFKHORURI6FLHQFHDQG0DVWHURI6FLHQFHGHJUHHVLQ(QJLQHHULQJIURP&DO3RO\6/2:LWK \HDUVRIH[SHULHQFHLQWKHðHOG0U%R\OHKDVZRUNHGRQDZLGHUDQJHRIEXLOGLQJW\SHVLQFOXGLQJPXOWLWHQDQWKRXVLQJSURMHFWV&DOLIRUQLDVFKRRO PRGHUQL]DWLRQVDQGQHZFRQVWUXFWLRQPXOWLVWRU\KRWHOVIDVWIRRGUHVWDXUDQWVFRσHHKRXVHVRτFHEXLOGLQJVYHKLFOHUHSDLUIDFLOLWLHVUHPRWH cold-weather Alaskan health clinics, military base pump houses, and high-end custom homes. Caliber Mechanical Design is always ready to meet new project challenges and prides itself in providing top quality design documents that meet the client’s needs and schedule.

BIO
SCOTT E. BOYLE, PE, LEED AP

PRINCIPAL MECHANICAL AND PLUMBING ENGINEER

CALIBER MECHANICAL DESIGN
California Polytechnic State University
(Cal Poly), San Luis Obispo
B.S. General Engineering (Mechanical
Engineering Emphasis): June 1998
M.S Engineering: June 2002
LEED Accredited Professional: 6/2008-Present
State of California Licensed Professional
Mechanical Engineer (12/2007–Present, License
No M34330)
State of Alaska Professional Mechanical
Engineer (6/2006–12/2008, License No 11522)
U.S. D.O.D Secret Clearance (2000-2001)
Northern Design Course, University of Alaska,
Anchorage, 2003
Caliber Mechanical Design – Mechanical
Engineer / Owner (10/13 – Present)
Teter A+E, LLC, Visalia, CA – Mech. Engineer /
Project Manager (10/07 – 9/13)
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Anchorage, AK – Engineering Support Services
Mechanical Engineer (5/06 – 10/07)
3'&,QF$QFKRUDJH$.ò0HFKDQLFDO6WDσ
Engineer (11/03 – 5/06)
RSA Engineering, Inc, Anchorage AK –
0HFKDQLFDO6WDσ(QJLQHHU

Northrop Grumman / Litton, Goleta, CA –
Mechanical Design Engineer / Systems Test
Engineer (9/99 – 5/02)

PROFESSIONAL REGISTRATIONS WORK EXPERIENCE
CLAD
EXHIBIT 1
216

FINANCIAL STATEMENT
Pendulum’s Financial Statement included herein are intended solely for the use of the individual or entity to whom this proposa l is addressed DQGFRQWDLQFRQðGHQWLDODQGSULYLOHJHGLQIRUPDWLRQSURWHFWHGE\ODZ

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EXHIBIT 1
217
No. 2 AFFIDAVIT FOR CORPORATION PROPONENT
STATE OF ____________, )ss.

County of )
(insert)
being first duly sworn, deposes and says: That they
a r e t h e o f a c o r p o r a t i o n , w h i c h corporation is the party making the foregoing bid, that such bid is genuine and not sham or collusive, or made in the interest or behalf of any person not named herein; that said Proponent has not colluded, conspired, connived or agreed, directly or indirectly with, or induced or solicited any other bid or person, firm or corporation to put in a sham bid, or that such other person, firm or corporation shall or should refrain from bidding; and has not in any manner sought by collusion to secure to themselves any advantage over or against the City, or any person interested in said improvement, or over any other Proponent. (Signature Corporation Proponent)
Subscribed and sworn to (or affirmed) before me on this day of , 20 by ______, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.

Seal _____________________________
Signature ____________________________
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ATTACHMENT B- PROPONENT’S COVENANT
In submitting this proposal, as herein described, the Proponent agrees that:

1. They have carefully examined the Scope of Work and all other provisions of this document and understand the meaning, intent and requirements of same.

2. They will enter into contract negotiations and furnish the services specified.

3. They have signed and notarized the attached Non-Collusion Affidavit form, whether individual, corporate or partnership. Must be ‘A Jurat’ notarization.

4. They have reviewed all clarifications/qu estions/answers on the City’s website at www.stocktonca.gov/adminbid.

5. Confidentiality: Successful Proponent hereby ackn owledges that information provided by the City is personal and confidential and shall not be used for any purpose other than the original intent outlined in the Request for Proposal. Breach of confidentiality shall be just cause for immediate termination of contract agreement.

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SIGNED BY & DATE

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EXHIBIT 1
218
EXHIBIT 1
219
City of Stockton
Legislation Text
File #: 22-1092, Version: 1

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

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

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

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

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

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

The City entered into a service agreement with Empower Retirement, LLC, previously known as MassMutual to provide investment and record keeping administrative services for the City’s 47(b) and 401(a) plans, with the option to renew which is due to expire June 30, 2023.

The dramatic increase in interest rates during these unprecedented times in the stock market could potentially have a negative impact to plan participants if a provider change is made for record- keeping and administrative services. The Fixed Account in the City of Stockton’s 457(b), 401(a), and Part-time plans has a market value adjustment (MVA) that can be par, negative, or positive which only comes into play when a contract is terminated.

City of Stockton Printed on 6/8/2023Page 1 of 3
powered by Legistar™
220
File #: 22-1092, Version: 1
We recommend the City extend our service agreement with Empower Retirement, LLC, due to the unprecedented negative financial impact a change in record-keeping and fixed account portfolio services would have on participant balances. Due to the significant increase in interest rates over the past 16 months, the plan’s fixed account currently has a negative market value adjustment of negative -13.616%, an estimated participant impact of negative -$9,874,825. By extending our agreement with Empower, participant administrative fees will not be negatively impacted.

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

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

In July 1991, the City established a Section 457 OBRA Plan for all part-time, seasonal, and temporary employees, who are not eligible for enrollment in the City’s CalPERS plan, to provide a retirement plan alternative to Social Security, since the City does not participate in Social Security.

The Omnibus Reconciliation Act of 1990 (OBRA) introduced into law IRC Section 3121(b)(7)(f), which provided for an alternative to the Federal Insurance Contributions Act (F.I.C.A.), a Social Security tax.

The City automatically reduces the eligible employees’ wages each pay period by 7.5% and has this amount deferred under this plan. As a result, employees of a government entity may deposit money into a private retirement plan instead of Social Security, as defined in Section 457(h) of the Internal Revenue Code.

Present Situation
By remaining with Empower, the City protects the plan and participants from a negative financial impact. Staff will continue to monitor the interest rate environment and the impact to the fixed account with our fiduciary consultant.

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

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File #: 22-1092, Version: 1

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

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

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

Attachment A - Empower Service Agreement
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RE
STATED

MASTER SERVICES AGREEMENT
for
CIT

Y OF STOCKTON
(the
“Plan Sponsor”)
Group Cl
ient Numbers
772929
772932
772933
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T

ABLE OF CONTENTS

1. DEFINITIONS........................................................................................................................................ 3

2. SCOPE OF THE AGREEMENT ........................................................................................................... 4

3. FEES/CHARGES .................................................................................................................................. 4

4. CONFIDENTIALITY .............................................................................................................................. 4

5. DATA PROTECTION ............................................................................................................................ 5

6. BUSINESS CONTINUITY & DISASTER RECOVERY ........................................................................ 6

7. RECORDS ............................................................................................................................................ 6

8. INTELLECTUAL PROPERTY RIGHTS ............................................................................................... 6

9. INDEMNIFICATION, LIMITATION OF LIABILITY & INSURANCE ..................................................... 7

10. DISPUTE RESOLUTION ...................................................................................................................... 7

11. TERM & TERMINATION ...................................................................................................................... 8

12. MISCELLANEOUS ............................................................................................................................... 8 EXHIBIT 1: DATA SECURITY & PRIVACY ADDENDUM ........................................................................ 12 EXHIBIT 2: PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AND EXCESSIVE TRADING .............................................................................................................................. 18 EXHIBIT 3: PRIVACY NOTICE .................................................................................................................. 19 EXHIBIT 4: BUSINESS CONTINUITY PLAN NOTICE .............................................................................. 21 SCHEDULE A-1: RECORDKEEPING SERVICES & FEE SCHEDULE .................................................. 22 EXHIBIT A-2: APPROVED QDRO PROCEDURES AND MODEL FORM ............................................... 45 EXHIBIT A-3: PERFORMANCE STANDARDS ........................................................................................ 56 SCHEDULE B: INVESTMENT ADVISORY & MANAGEMENT SERVICES SCHEDULE ........................ 59 EXHIBIT B-1: DISCRETIONARY INVESTMENT ADVISORY AND NON -DISCRETIONARY SERVICES 67 EXHIBIT B-2: EAG ADV BROCHURE ....................................................................................................... 71

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T
his Restated Master Services Agreement is dated July 1, 2023, or such earlier or later date as modified under Section 11.1 herein, (“Effective Date”) and sets forth the general terms and conditions under which Empower Retirement, LLC will provide Services to the undersigned Plan Sponsor with respect to the employee benefit plan(s) sponsored by Plan Sponsor, as identified in the attached Schedules (the “Plan” or “Plans”). This MSA amends and replaces the Master Services Agreement effective July 5, 2022 between the parties in its entirety.

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

1. 225
“Pl
an Adminis trator” means a designated employee or committee, or a third party retained by Plan Sponsor or named in the Plan (other than Empower or one of its A ffiliates), to be the “plan administrator” and “named fiduciary” as defined by applicable law.
“Plan Data” has the meaning set forth in the Data Security & Privacy Addendum, attached as Exhibit 1. “Plan Sponsor” means the Plan Sponsor identified above, the Plan Administrator, named fiduciaries, and other delegates of the Plan Sponsor (other than Empower or one of its Affiliates) as dictated by the context. “Services” means the services provided by Empower or an Empower Affiliate, as applicable, acting as a service provider Directed by the Plan Sponsor to perform such Services under an applicable Schedule.

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

2. SCOPE OF THE AGREEMENT

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

3. FEES/CHARGES

3.1 Fees / Charges. Plan Sponsor agrees to pay Empower for the Services in accordance with the terms of each Schedule or attachment hereto. Unless otherwise Directed by the Plan Sponsor, the Plan Sponsor hereby Directs Empower to deduct applicable Plan expenses from the Plan and/or P articipant accounts, as applicable.

4. CONFIDENTIALITY

4.1 Confidential Information. In order to perform the Services, both parties may have access to certain information of the other party, including, without limitation, trade secrets, commercial and competitively sensitive information of the party related to business methods or practices, and proprietary information, software or websites of a party (“Confidential Information”). For the purpose of clarity, any software or website owned, licensed, or made available by Empower (“Empower Software”) is Confidential Information of Empower. The parties mutually agree to hold all Confidential Information of the other party in confidence and not to disclose any Confidential Information of the other party to anyone except the parties’ Affiliates, suppliers, and respective personnel in connection with the performance or receipt of Services hereunder, or as otherwise directed or approved by the other party or its agents. Confidential Information does not include: information that is otherwise in the public domain through no action of the non-disclosing party; information that is acquired by a party from a person other than the other party or its agents without any obligation of confidentiality; or information that is independently developed by a party without reference to the Confidential Information of the other party. 226
4 .2 Permitted Disclosures of Confidential Information.

4.2.1 Legally Required Disclosures. In the event a party is required to make a legally required disclosure of the other party’s Confidential Information, such party shall notify the other party of the disclosure as soon as reasonably practicable and shall cooperate with any efforts by such party to obtain protective treatment of such Confidential Information to the extent permitted by law. The f oregoing shall not apply to (i) broad-based regulatory examinations associated with a party’s general business or operations; (ii) disclosures made in conjunction with a law enforcement investigation or inquiry; (iii) or where notice is prohibited by law. For purposes of Rule 14(b)-1 and Rule 14(b)-2 of the Securities Exchange Act of 1934, as amended from time to time, Plan Sponsor authorizes Empower, and/or its Affiliates and services providers, to provide the name, address and share position of the Plan with respect to any class of securities registered under the Investment Company Act of 1940 when requested by such SEC registrant for purposes of shareholder meetings. The above-referenced rules prohibit the requesting SEC registrant from using the Plan’s name and address for any purpose other than corporate communications of the type contemplated under the rules.

4.2.2 Authorized Disclosures. Plan Sponsor authorizes Empower to disclose Data to Empower’s Affiliates and service providers in connection with Empower’s performance of Services under this MSA. In addition, Plan Sponsor authorizes Empower to disclose Data to Plan Sponsor’s advisors, third- party administrators, service providers (such as payroll providers) and representatives authorized by Plan Sponsor in writing to receive such Data. Empower may use and disclose, for benchmarking and research purposes, de-identified Data that is aggregated with other anonymized data of a similar nature across Empower’s client base in a manner that makes such Data unidentifiable to a particular individual or plan.

Empower’s current Privacy Notice is attached to this MSA but shall not lessen any of Empower’s obligations regarding Personal Data hereunder. Plan Sponsor agrees that any changes to the Privacy Notice may be delivered to Plan Sponsor through the Plan Service Center or by email to designated representatives of Plan Sponsor.

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

5. DATA PROTECTION

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

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5 .2. Mutual Notice of an Information Security Breach. (A) Notice by Empower. Empower will notify the Plan Sponsor of an Information Security Breach as set forth Exhibit 1, Data Security & Privacy Addendum. (B) Notice by Plan Sponsor. In order to help Empower facilitate the safety of Data and Participant accounts, Plan Sponsor will notify Empower: (i) promptly in the event of a security breach of Plan Sponsor’s systems that could impact Empower’s systems or the integrity of Data sent to Empower, including without limitation a suspected virus or malware event; and/or (ii) immediately upon discovering a compromise of the security and/or log -on credentials of any Plan Sponsor employee or agent that has a plan administration role in Empower ’s system. Such notice shall include: ( a) information reasonably necessary to enable Empower to promptly put additional protective measures in place, such as file scrubbing protocols and/or fraud alerts on Participant accounts; and ( b) the corrective action taken to remedy the breach.

6. BUSINESS CONTINUITY & DISASTER RECOVERY

Empower will maintain business continuity and disaster recovery procedures to address the security, integrity and availability of the technology, operational, financial, human and other resources required to provide mission-critical Services in the event of a natural disaster or other interruption of normal business operations. Such procedures will be tested at least once annually. Empower Financial Services, Inc.’s current Business Continuity Plan Notice is attached to this MSA. By executi ng this MSA, Plan Sponsor acknowledges receipt of this Notice.

7. RECORDS

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

8. INTELLECTUAL PROPERTY RIGHTS

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

8.2 Empow er Materials. As between the parties hereto, Empower and its Affiliates shall own all materials, documentation, user guides, forms, templates, business methods, trademarks, trade names, logos, websites, Empower Software, technology, computer codes, domain names, text, graphics, photographs, artwork, interfaces, and other information or material provided by Empower or its A ffiliates 228
her
eunder (collectively, the “Empower Materials”). Empower grants to Plan Sponsor and Participants (as applicable) a non-exclusive, non-transferable license to use the Empower Materials during the term of the MSA for purposes of using Empower’s Services hereunder and subject to the terms and conditions set forth in this MSA and any terms of use associated with Empower Software. All rights with respect to the Empower Materials not specifically granted hereunder are reserved by Empower.

9. INDEMNIFICATION, LIMITATION OF LIABILITY & INSURANCE

9.1. Indemnification. Empower agrees to indemnify the Plan Sponsor from and against any and all expenses, costs, reasonable attorneys’ fees, settlements, fines, judgments, damages, liabilities, penalties or court awards asserted by a third party (collectively, “Damages”) to the extent resulting from Empower’s breach of this Agreement, negligence, or willful misconduct. Notwithstanding anything to the contrary herein, Empower shall not be liable to Plan Sponsor for any Damages resulting from: 1) any acts or omissions undertaken at the Direction of the Plan Sponsor or any agent or any third party authorized by Plan Sponsor to provide Direction to Empower , including but not limited to prior service providers, investment advisors, or any authorized agent thereof; 2) any performance of the Services that is in strict compliance with the terms of this Agreement; or 3) Plan Sponsor’s or its designee’s failure to provide accurate documents, material, information or data to Empower or its Affiliates, as applicable on a timely basis. Plan Sponsor acknowledges that Empower and its directors, officers, employees and authorized representatives are not responsible for the investment performance of any Investment Options under the Plan.

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

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

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

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

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

10. DISPUTE RESOLUTION

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

229

11. T

ERM & TERMINATION

11.1. Term & Termination. This MSA shall be in effect commencing on the Effective Date set forth above and continuing for a term of three (3 ) years from July 1, 2023 through June 30, 2026 (the “Term”) , with the option to exercise two (2) additional one (1) year renewal periods. In the event this MSA should terminate or expire prior to the completion date designated in any Schedule, such Schedule shall terminate concurrently with the MSA. To the extent any Services are provided prior to the Effective Date, including without limitation, implementation and conversion services, or the receipt of payroll contributions, the Effective Date of this MSA is modified to the date that such contributions are determined to be in good order by Empower or its Affiliate and this MSA will be in effect for the limited p urpose of accepting such contributions and holding them in trust. For all other Services , the Effective Date of the MSA shall be on TOA.

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

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

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

12. MISCELLANEOUS

12.1. Affiliates & Agents. Plan Sponsor agrees that Empower may utilize the services of Affiliates, agents and suppliers selected by Empower. Empower’s use of any such party will not relieve Empower of its obligations under this MSA and Empower shall at all times remain liable for the performance of such Services. Plan Sponsor further agrees that the Empower Affiliate enter ing into each Schedule (including the terms of the MSA incorporated therein by reference) is separately bound for its performance obligations contained therein and is not jointly bound with any other entity.

12.2. Relationship of the Parties. The relationship between the parties is that of independent contractors. Neither party nor its personnel shall be considered employees of the other party for any purpose. None of the provisions of this MSA shall be construed to create an agency, partnership or joint venture relationship between the parties or the partners, officers, members or employees of the other party by virtue of either this MSA or actions taken pursuant to this MSA. The parties shall bear sole responsibility for its own taxes, including income, franchise, privilege, gross receipts, sales and use, excise, real and personal property (including software), payroll and any other taxes or assessments, surcharges or governmental charges that may be imposed, levied, collected or assessed by a taxing jurisdiction. If applicable, the parties shall reasonably cooperate with each other to enable each party to more accurately 230
det
ermine its own tax liability and to minimize such liability to the extent legally permissible and administratively reasonable.

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

12.4. Assignment. This MSA shall be binding upon and inure to the benefit of each of the parties, their Affiliates, successors and permitted assigns; provided, however, that neither party may assign its rights or obligations hereunder without the other party’s prior written consent. Notwithstanding t he foregoing, a party may assign this MSA in connection with: (i) the sale of substantially all of its assets or the assets of any business unit to an entity that assumes the assignor ’s obligations under this MSA; (ii) a merger, acquisition or divestiture; and/or (iii) a transfer to a parent or Affiliate, in each case without the other party’s consent.

12.5. Entire Agreement. Each Schedule, including any Exhibits, notices and attachments (including an incorporation by reference of the terms and conditions of this MSA ), constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and supersedes all prior drafts, agreements, negotiations and proposals, written or verbal, relating to the Services contained in the applicable Schedule. This MSA or any Schedule may be amended by written agreement of the parties; for that purpose, emails do not constitute signed writings. Notwithstanding the foregoing, Empower may add or enhance the Services, update the method of providing the Services without any reduction in service, or modify the Services to comply with applicable laws by providing written notice to Plan Sponsor at least 30 days in advance of the effective date of such change, provided that Plan Sponsor may opt out of certain Services that directly impact Participants and any changes that result in an increase in fees to the Plan.

Any Empower notices or policies that are attached to or referenced in this MSA may be updated by Empower at any time, provided that such updates shall not materially degrade the rights or protections set forth therein. No waiver of any breach of any provision of this MSA shall constitute a waiver of any prior, concurrent or subsequent breach of such provision or any other provision hereof and no waiver shall be effective unless made in writing.

12.6. Governing Law; Waiver of Jury Trial. Unless and to the extent provided otherwise in a Schedule hereto, this MSA shall be construed and enforced in accordance with and governed by the laws of the state of California, without regard to conflict of law principles, and any claim arising under or related to this MSA shall be subject to the exclusive jurisdiction of the federal and state courts located in California.

Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim arising out of, connected with, related to or incidental to this MSA to the fullest extent permitted by law.

12.7. Force Majeure. Neither party shall be liable to the other for any and all losses, damages, costs, charges, attorney fees, payments, expenses or liability due to delay or interruption in performing its obligations hereunder, and without the fault or negligence of such party, due to causes or conditions beyond its control, including, without limitation, labor disputes, riots, war and war -like operations including acts of terrorism, explosions, sabotage, civil disturbance, governmental restriction, transportation problems, failure of power or other utilities including phones, internet disruptions, fire or other casualty, natural disasters, epidemics, pandemics, acts of God, disruptions in orderly trading on any relevant exchange or market, or any other cause that is beyond the reasonable control of either party.

231

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

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

Notice To Empower:

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

With a copy to:

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

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

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

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

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

12.14. Electronic Signatures. Each party agrees that this MSA and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures reasonably believed to be genuine on this MSA or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. 232
B
y s
igning this MSA, the parties certify that they agree to be bound by its terms and it’s to be executed by their respective duly authorized officers as of the Effective Date.

Empower Retirement, LLC Plan Sponsor: City of Stockton
___________________________________
Signature
___________________________________
Signature
___________________________________
Printed Name
___________________________________
Printed Name
___________________________________
Title
___________________________________
Title
___________________________________
Date Signed
___________________________________
Date Signed
Daniel A. Morrison
Senior Vice President, Government Markets
May 5, 2023
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EXH
IBIT 1:

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

1. Definitions. The following terms have the meanings set out below and similar terms shall be construed accordingly:
“Data” means Personal Data and Plan Data.

“Data Protection Laws ” means any law with respect to the protection of Personal Data that is applicable to Empower’s Services under the Agreement or any Schedule thereto.

“Information Security Breach” means a confirmed compromise of an inf ormation system within the authority or responsibility of Empower that results in: (i) the unauthorized acquisition, disclosure, modification or use of unencrypted Personal Data, or encrypted Personal Data where the encryption key has also been compromised; and (ii) a reasonable likelihood of identity theft or fraud against a data subject in the Plan. An Information Security Breach includes, without limitation, theft and/or malicious use of Data by Empower personnel. A good faith but unauthorized or unintentional acquisition, disclosure, modification or use of Personal Data by an employee or contractor of Empower or a party who has signed a confidentiality agreement with Empower does not constitute a Security Breach if the Personal Data is not subject to further unauthorized acquisition, disclosure, loss, modification, or use.

“Personal Data” shall mean information that identifies or is reasonably capable of being associated with a Participant in the Plan or an eligible employee of Plan Sponsor and includes personally identifiable financial information as defined by Title V of the Gramm-Leach-Bliley Act, but excluding data that is publicly- available and data from which individual identities have been removed and that is not linked or reasonably linkable to any individual.

“Plan Data ” shall mean non- public Plan level information that is provided to Empower in connection with receipt of the Services. Plan Data excludes data that is de- identified and aggregated for benchmarking and research purposes.

“Subprocessor” means any person (including any third party service provider and any Empower Affiliate, but excluding personnel employed by such parties) engaged by Empower to process Personal Data.

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

3. Security. In order to protect Personal Data, Empower will implement appropriate technical and organizational measures designed to protect Personal Data in accordance with the requirements of any Data Protection Laws. In addition to the foregoing, Empower’s security program shall conform to the commitments described below.

4. CCPA Compliance. Each Party hereto agrees and certifies that such Party complies with all applicable sections of the California Consumer Privacy Act of 2018 and its implementing regulations, as 234
am
ended or superseded (the “CCPA”), in connection with this Agreement. Empower will notify Plan Sponsor in the event it determines that it is no longer able meet its obligations under the CCPA.

4.1 Empower processes Personal Data to provide the Services under the Agreement for the following purposes: to maintain or service retirement accounts, provide participant service, education and support, to offer financial wellness programs to participants, to maintain online participant accounts, to provide call center services, to respond to inquiries, to provide benchmarking services to Plan Sponsor, and additional specific services as further described in Schedule A -1 (collectively, the “Business Purpose”).

4.2 Except as otherwise permitted by the CCPA, Empower will use, disclose, and retain Personal Data solely for the Business Purpose and will not use, disclose, or retain Personal Data for commercial purposes other than for the Business Purpose. Except as otherwise permitted under the CCPA, Empower will not use, disclose, or retain Personal Data processed in connection with the Services outside the direct business relationship with Plan Sponsor nor combine personal information that it received from, or on behalf of, Plan Sponsor with personal information that it received from another source or collected from its own interaction with the consumer, except as required to provide the Business Purpose or as otherwise permitted by applicable laws.

4.3 Empower will not sell or share Personal Data in any manner in violation of the CCPA.

4.4 Upon prior written notice to Empower, Plan Sponsor may take reasonable and appropriate steps to (i) ensure Empower uses the Personal Data collected is in a manner that complies with the CCPA and (ii) stop and remediate any unauthorized use of Personal Data by Empower.

4.5 Empower shall enable the Plan Sponsor to comply with consumer requests made pursuant to the CCPA to the extent compliance with such requests is required by the CCPA.

4.6 In the event the CCPA is pre-empted by Federal laws, the terms of this Section 4 shall no longer be applicable, and upon the request of either party hereto, the parties shall cooperate in good faith to reasonably amend or modify these terms to address future changes to Data Protection Laws that require such amendments.

4.7 Empower shall implement security practices and procedures appropriate to the nature of the Personal Information as set forth herein.

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

6. Data Subject Rights. In the event that Empower receives a request from a Participant relating to an exercise by the Participant of the Participant’s rights under applicable Data Protection Laws (such as a “right to know” or “right to delete” request), Empower will Direct such Participant to take the request to the Plan Sponsor. Empower will cooperate with any request by the Plan Sponsor to respond to requests to the extent required by applicable Data Protection Laws.

7. Data Security. Empower’s Information Security Policies and related policies address the management of information security, the security controls employed by the organization. These policies include, without limitation:
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7 .1 An Information Security Board that is responsible for the development, implementation, and ongoing maintenance of Empower’s data security.

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

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

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

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

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

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

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

9. Human Resources.

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

9.2 Personnel Controls . Empower completes appropriate pre- employment background checks and screening on its personnel, and requires personnel to complete initial security training at the time they are first employed with Empower and annually thereafter. All personnel attest annually to Empower’s Code of Business Conduct and Ethics, which enforces the tenets of Empower’s Information 236
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ecurity Policies and its privacy policies. Empower has disciplinary processes for violations of information security or privacy requirements, and promptly removes personnel access to Plan Data or Personal Data upon termination or applicable role change.

10. Physical and Environmental Safety.

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

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

10.2 Ongoing Operations. Empower protects its facilities and systems containing Data from failures of power, networks, telecommunications, water supply, sewage, heating, ventilation, and air - conditioning.

11. Communications and Operations Management.

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

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

12. Access Control.

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

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

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

13. Information Systems Acquisition, Development and Maintenance.

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

13.2 Software Security Management . Empower’s information systems (including operating systems, infrastructure, business applications, off -the-shelf products, services and user -developed 237
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ications) adheres to the information security standards set forth in Empower’s Information Securit y Policies.

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

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

14. Information Security Breach Management.

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

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

For the avoidance of doubt, Empower will (i) keep the Plan Sponsor informed of significant developments in connection with the investigation of such incident; (ii) investigate and assist any regulator or other governmental body with oversight over the Information Security Breach in investigating, remedying and taking any other action regarding the Information Security Breach as appropriate or required by law; and (iii) provide Plan Sponsor with information about remedial measures that have been undertaken to prevent such Information Security Breach from reoccurring. In the event that individual or regulatory notifications are required under applicable Data Protection Laws, the parties will cooperate with respect to notifications.

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

15. Plan Sponsor Assessment Rights.

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

15.2 Regulatory Assessment. If Plan Sponsor ’s governmental regulators require that Plan Sponsor perform an on-site audit of Empower’s network security, as supported by evidence provided by Plan Sponsor, Plan Sponsor may conduct an on-site audit of Empower’s network security, relevant to the security of Plan Data (“Regulatory Audit”). Unless a different notice or frequency is required by Plan Sponsor’s governmental regulators, a Regulatory Audit may be conducted by Plan Sponsor once per year at a mutually agreed-upon time with at least 60 days’ advance written notice to Empower. If a Regulatory Audit requires the equivalent of more than two business days of Empower Personnel’s time to support such 238
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t, Empower may charge Plan Sponsor ’s an audit fee at Empower’s then- current rates for each day thereafter.

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

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EXH
IBIT 2:

PROCEDURES FOR COMPLYING WITH FUND COMPANY MARKET TIMING AND EXCESSIVE

TRADING

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EXH
IBIT 3: PRIVACY NOTICE

241

242
EXH
IBIT 4: BUSINESS CONTINUITY PLAN NOTICE

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S
CHEDULE A-1:

RECORDKEEPING SERVICES & FEE SCHEDULE
for the

LIST OF PLANS

1. C ity of Stockton 457(b) Deferred Compensation Plan (“457(b) Plan”) Group Account Number: 772929-01;

2. City of Stockton 457 Deferred Compensation OBRA Plan (“457(b) Plan”) Group Account Number: 772932-01;

3. City of Stockton 401(a) Plan (“401(a) Plan”) Group Account Number: 772933-01

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

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

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

2. SCHEDULE TERM

2.1. The Effective Date of this Schedule is July 1, 2023 (“Schedule Effective Date”), or such later date as it has been signed by both Plan Sponsor and Empower. The term of this Schedule is for a period of three (3) years with the option to exercise two (2) additional one (1) year renewal periods unless terminated in accordance with Section 11 [Term & Termination] of the Agreement. The termination of this Schedule shall also operate as a termination of all Schedules to the Agreement.

2.2. Upon termination, Plan Sponsor Directs Empower to deduct any and all outstanding expenses and fees owed to Empower from the Plan’s trust on the termination date, unless paid by the Plan Sponsor. Plan Sponsor agrees to amend the Plan, if necessary, to provide for the payment of expenses from the Plan consistent with the foregoing. Upon termination of this Schedule, Empower will cease to provide the Services herein. Plan Sponsor acknowledges that after the termination of this Schedule, Plan Sponsor will be responsible for performing all actions required to be taken with respect to the Plan including, but not limited to: processing of contributions, loans and distributions, and the distribution of forms to Participants. On and after the actual date of termination of this Schedule, Empower shall have no further obligations hereunder except as set forth in Section 12 [Transition Assistance Services].

3 NATURE OF EMPOWER’S SERVICES

3.1 Services. Empower will provide the Services set forth in this Schedule or as further described in the Exhibits attached hereto. Empower will perform the Services in accordance with the Performance Standards Exhibit as attached hereto.
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3 .2 Fi duciary Status. Except with respect to any Services for which Empower has specifically agreed to act as a fiduciary under this Schedule, Plan Sponsor acknowledges that (i) Empower acts as a non-discretionary service provider Directed by the Plan Sponsor or other Plan fiduciary and, as authorized by the Plan Sponsor, by Participants; and (ii) performance of the Services do not involve the exercise of any discretion in the administration or management of the Plan that would cause Empower to be a fiduciary or a Plan Administrator as defined under the Code, ERISA, the Investment Advisors Act of 1940, or state law, as applicable. The Plan Sponsor has appointed a Plan Administrator that has discretionary authority for the administration and management of the Plan. The parties agree that Empower will not perform a Service that could cause it to have discretionary authority or responsibility for the administration or management of the Plan or disposition of Plan assets. Empower shall not render, or have any authority or responsibility to render, investment advice for a fee or other compensation, direct or indirect, with respect to any Plan assets, except as specifically provided for under this Agreement.

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

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

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

4.3 Plan Document Responsibilities. Plan Sponsor has the responsibility to ensure that the Plan documents are accurate and complete, to interpret Plan terms and to review the Plan document services provided by Empower, if any. Plan Sponsor is responsible to ensure that the Plan is being operated in accordance with its terms. Plan Sponsor shall provide Empower with a signed copy of the Plan document and all amendments to the Plan document within thirty (30) days after such document and/or amendment is adopted.
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4 .4 Investment Options. Plan Sponsor is responsible for the selection of all Investment Options based on Plan Sponsor’s independent evaluation, or that of its registered investment advisor, consultant, broker or other agent, as applicable. Plan Sponsor must notify Empower in writing of the Investment Options including benchmarks, if applicable, intended to be serviced by Empower and such Investment Option services including benchmarks, if applicable, are only provided as agreed upon by Empower and may be subject to certain limitations or conditions. Plan Sponsor acknowledges that Empower or its Affiliates may receive fees from mutual fund families or other Investment Option Sponsors or their Affiliates for providing certain administrative or other services thereto (“ Fund Service Fees”) in connection with the Plan. Plan Sponsor may request additional information regarding such fees at any time.

If the provider of an Investment Option causes an Investment Option to become unavailable to the Plan, Empower will notify Plan Sponsor as soon as practicable after the Investment Option Sponsor notifies Empower.

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

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

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

4.8 Electronic Delivery

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

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

4.8.1.2 Empower will send an initial notification of default electronic delivery via regular mail to each Participant at least 10 days prior to delivering any plan- related documents via email.

The initial notice of default electronic delivery will include the participant’s email address that will be used to deliver notices of the availability of plan- related documents, a statement of the Participant’s right to 246
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equest and obtain a paper version of the documents and a statement of the option to opt out of electronic delivery and receive only paper versions of the documents.

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

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

4.9 Review of Reports . Plan Sponsor is responsible for reviewing and monitoring reports made available by Empower (whether provided electronically, by posting on an Empower website, or otherwise) regarding Plan activity, transactions and investments to verify that the transactions indicated in the reports properly reflect the Direction provided by the Plan Sponsor. Empower’s performance of its obligations under this Agreement shall be presumed to be accurate unless Plan Sponsor provides Empower with proper notice of discrepancies.

4.10 Error Correction.

4.10.1 Transaction al Errors. If Empower does not accurately process contribution, distribution, or investment instructions provided in good order by a Participant or the Plan Sponsor (e.g., investment allocation of Plan contributions, investment exchanges or transfers, or timely processing of a Plan distribution) and the issue is timely brought to Empower’s attention, Empower will, at its own expense, retroactively correct the Plan or Participant account to reflect its adjusted financial position had the error not occurred, including any investment earnings and reduced by any investment losses. If the issue is not timely brought to Empower’s attention, Empower may correct the error by adjusting the Plan or Participant account prospectively. Any such correction under this section 4.10.1 shall be subject to applicable law.

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

4.10.3 Trading Errors. If Empower does not accurately process a trade with the mutual fund company as Directed by the Plan Sponsor or as instructed by a Participant, then Empower will correct the share position at the mutual fund company as if the error had not occurred. In the event there are 247
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ultiple funds or related errors in one or more funds involved, Empower will net gains and losses across all funds involved in the associated error(s). If the Plan Sponsor utilizes the services of a third-party trustee and/or custodian (“Third-Party Trustee”), Empower shall in no event be required to perform any correction:
(i) for a trading error that results from an error or omission by the Third -Party Trustee, (ii) to be performed under the terms of any service arrangements between the Plan Sponsor and such Third-Party Trustee (the “Third-Party Trust Agreement”), (iii) that falls within error tolerance ranges under the Third- Party Trust Agreement, or (iv) that otherwise would exceed any requirements for error correction by the Third -Party Trustee under the Third-Party Trust Agreement.

4.10.4 The parties acknowledge and agree that Empower will have no liability for an error caused by acts or omissions of the Plan Sponsor, Participants or any other third party other than Empower’s Affiliates, agents, vendors and suppliers.

4.10.5 Duty to Mitigate. The parties acknowledge and agree that the Plan Sponsor, the Plan Administrator and Participants each have a duty to mitigate any errors so as to minimize the expenses that may be incurred to correct such errors by promptly reviewing transaction confirmations, account statements and other Plan reports, as applicable, and providing notification of any error, providing timely approval of correction measures and taking such other reasonable steps as may be necessary (e.g., proactively transferring account holdings into the appropriate Investment Option).

4.10.6 Transactional Gain/Loss Compensation Policies for Error Correction.

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

4.11 Account Protection. Empower, Plan Sponsor or the Participant will promptly notify the other parties if it discovers an unauthorized activity was made from the Participant’s account. Empower will conduct an investigation and take any appropriate steps, which may include working with law enforcement, to determine the root cause of the unauthorized distribution. Plan Sponsor agrees to cooperate in any such investigation and will comply with reasonable requests for information. To the extent Empower offers Participants protection against account losses that result from unauthorized t ransactions, Empower will restore losses as of the date of the account loss once Empower has had sufficient time to conduct a preliminary investigation and attempt to ascertain the root cause. Such protection is not available if Plan Sponsor refuses or neglects to follow commercially reasonable security practices, as set forth in Section

5.1 [Mutual Obligation to Protect Data] of the Agreement, or if the loss resulted from a compromise of the systems or security protocols of Plan Sponsor or its third party service providers (other than Empower).

5 PLAN INVESTMENT OPTIONS & FEES

5.1 Selection of Investment Options

5.1.1 The parties agree that the purchase and sale of securities for the Plan, except for employer stock and unaffiliated self -directed brokera ge, will be effected through Empower Financial Services, Inc., a broker/dealer affiliate of Empower.
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5 .1.2 In addition to the sole responsibility for the selection of the Investment Options to be made available under the Plan, Plan Sponsor will also Direct Empower to designate one of the Investment Options available to be the default investment, in which any contribution or other amount credited under the Plan for which neither the Participant nor the Plan Sponsor has provided Empower with investment directions in good order will be invested (“ Default Investment Fund ”). Plan Sponsor may designate a Default Investment Fund(s) for Participant contributions and also designate a second Default Investment Fund for employer contributions.

5.1.3 Plan Sponsor Directs Empower and its Affiliates, as applicable, to cause all dividends, capital gain distributions, interest or other earnings paid by an Investment Option under the Plan to be reinvested in such Investment Option unless Directed otherwise by the Plan Sponsor and agreed to by Empower.

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

5.3 Investment Option Changes.

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

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

6.1 Basic Plan Administration Fee. Commencing July 1, 2023, Empower will be entitled to the following annual administration fee (“Basic Plan Administration Fee”). This fee is used, in whole or in part, for administrative services provided by Empower as described in this Schedule. In addition, some or all of the fee (or any other compensation, revenue, asset or source of funding available to Empower, in Empower’s sole discretion) may be used by Empower to make payments to the Plan under a Plan Expense Account or similar arrangement, if applicable, between the Plan Sponsor and Empower. All Services set forth in this Schedule are included in the Basic Plan Administration Fee unless an additional fee is otherwise 249
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ed herein. In the event that the Plan Sponsor requests different or additional Services, the parties shall meet to discuss relevant Empower capabilities and any additional fees that may apply.

The Basic Plan Administration Fee is 0.015% (1.5 basis points) per year.

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

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

6.2 Revenue Credit Arrangement.

6.2.1 Empower and Plan Sponsor agree that Empower will pay to the Plan, on a monthly basis, the Revenue Credits amount as described below. Revenue Credits shall be determined by multiplying the Plan’s average daily balance in each of the Plan’s Investment Options for the month by the annual rate (prorated for the month) of Fund Service Fees paid to Empower by the Investment Option or its Affiliates as reflected in the Plan’s fee disclosure report (a copy of the Plan’s most recent fee disclosure report is available on Empower’s Plan Sponsor website) (“ Revenue Credits ”). Plan Sponsor Directs Empower to allocate any Revenue Credits to Participant accounts proportionately based on the average daily balance of such accounts in the Investment Option during the month and to invest such amounts based on the Participant’s investment elections with respect to future contributions or, if none, the applicable Plan default fund. Revenue Credits shall be determined and allocated to the Participant accounts within 45 days after the end of the month. In the event that the Agreement is terminated, Empower will determine and allocate Revenue Credits to the Plan in advance of the Plan’s scheduled termination date based on an estimate of the Plan’s average daily balance in each of the Plan’s Investment Options.

6.2.2 The Revenue Credit under this arrangement is funded from Empower’s general assets and is being made available as a reduction in the compensation that Empower would otherwise earn in connection with the services it provides to the Plan. No specific funds will be set aside in an account or fund for the Plan’s benefit or otherwise segregated for purposes of funding this arrangement, and the Plan has no right, title or interest in any Revenue Credits prior to the time that the Revenue Credit is paid to the Plan. No interest will be earned by the Plan or paid on Revenue Credits that are accrued. The Plan Sponsor understands that the Investment Options are held in omnibus accounts and that the amount of service fees received by Empower in relation to Plan assets from the Investment Options may differ from the amount of Revenue Credits due to differences in calculation methods between the Investment Options and Empower.

Plan Sponsor represents that it has reviewed this arrangement and the allocation method with its legal and tax advisors and has determined that the arrangement is consistent with the terms of the Plan and with its fiduciary obligations and will not result in a violation of the Code or any other applicable law. Plan Sponsor acknowledges and agrees that Empower shall not be considered a fiduciary and shall not have or exercise any discretion, with respect to its offering or administration of this arrangement. Plan Sponsor acknowledges that the amount of the Revenue Credit may vary with changes in the Plan’s Investment Options or if the amounts paid to Empower by the Plan’s Investment Options change.

6.3 Enrollment

6.3.1 Enrollment. Based on information provided by the Plan Sponsor or its designee, Empower will enroll Participants in the Plan in a manner mutually agreed upon by the parties. 250
6 .3.2 Online Enrollment. If applicable, Plan Sponsor Directs Empower to allow online enrollment. Once the Payroll Data Interchange (“PDI”) file is transmitted, Plan Sponsor Directs Empower to communicate details of the enrollment process to eligible Participants allowing enrollment in the Plan through the website or the voice response unit (“VRU”).

6.3.3 Automatic Enrollment. If applicable, Plan Sponsor Directs Empower to implement automatic enrollment and automatic deferral increase services as mutually agreed upon.

6.4 Deferral Processing. If Plan Sponsor provides Empower at implementation with an electronic employee data feed of all the Participant deferral amounts/percentages or full PDI file, Plan Sponsor hereby Directs and authorizes Empower to allow Participants to update their deferral elections via the website and VRU. Empower will forward updated deferral information to Plan Sponsor according to the schedule elected by Plan Sponsor.

6.5 Vesting Services. Plan Sponsor will provide Empower with up-to-date full-service vesting information electronically and ongoing Participant information as needed for the purpose of performing vesting services. Plan Sponsor Directs Empower to: (i) maintain each Participant’s vesting percentage on Empower’s recordkeeping system; (ii) calculate and process withdrawals and/or loans according to the vested percentage; and (iii) display the Participant’s vested account balance on the quarterly statements.

6.6 Establishment of Participant Accounts. Empower shall establish and maintain an account for each Participant . Each account record shall consist of the Participant’s name, social security number, address, date of birth, telephone number and such other information as may be required from time to time for administration of the Plan. Empower will maintain an accounting of the contributions and earnings in separate accounts. Amounts distributed from Roth accounts will be made and tax reported pursuant to the applicable provisions of the Agreement.

6.7 Beneficiary Recordkeeping

6.7.1 Beneficiary Designations. Plan Sponsor affirms that the Plan’s administrative procedures allow web-initiated beneficiary designations. Plan Sponsor Directs and authorizes Empower to accept, maintain and file, without Plan Sponsor’s further approval, beneficiary designations received by Empower in good order and in a manner acceptable to Empower. In the event Empower has not received a beneficiary designation deemed to be in good order or in the event of a conflict, Plan Sponsor will determine the appropriate beneficiary designation.

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

6.8.1 Timing Requirements for Contributions Funded via ACH, Check or Wire .

Contributions received by Empower in good order prior to the close of any Business Day will be processed effective that Business Day, at that Business Day’s net asset / unit values. Contributions 251
not
received by Empower prior to the close of Business Day will be processed effective the next Business Day.

6.9 Monitoring the Deferral Limits Unless otherwise Directed, Empower will monitor Participants’ total deferrals under the Plan for the calendar year and provide warning messages for payroll contributions processed within the Plan Service Center (PSC). However, it is the Plan Sponsor’s responsibility to ensure that the applicable limit(s) for the Plan are not exceeded. Any distributions requested by the Plan Sponsor to correct excess deferrals will be appropriately tax reported.

6.9.1 For the 457(b) Plan(s): Empower will provide assistance to Participants in calculating special catch- up contributions. Plan Sponsor acknowledges that Participants are fully responsible for the accuracy of these calculations.

6.10 Investment Transfers of Existing Assets. Empower or its designee will process investment transfers or exchanges, as applicable, received in good order subject to any conditions and/or limitations imposed by the available Investment Options under the Plan or Investment Option Sponsors .

Empower will pass to the Plan trustee or custodian, as applicable, Directions to execute or record as appropriate the corresponding transactions involving the assets of the Plan’s trust. Requests for Participant- initiated transfers between Investment Options will be processed if the request is received by Empower in good order prior to market close on a Business Day. Any transfer request not received by Empower during a Business Day will be processed the next Business Day, or such earlier time as may be required in order to comply with applicable law.

6.11 Distributions.

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

6.11.2 Except for those certain distributions described in Section 8 [Signaturele ss Services] of this Schedule, Plan Sponsor agrees to provide a signature authorization for certain distribution requests, including but not limited to distributions, alternate payee distributions and beneficiary distributions.

Empower reserves the right to charge an additional fee for services related to other distributions outside the ordinary course of plan administration.

6.12 Tax Withholding and Reporting of Distributions.

6.12.1 Responsibility for Withholding and Reporting. Plan Sponsor appoints Empower or its designee as its agent to perform income tax withholding and reporting for all distributions Empower processes and to collect and remit state documentary stamp or similar taxes on all loans Empower processes, to the extent applicable. Plan Sponsor agrees to provide all information needed by Empower to perform these services . Empower or its designee shall deposit the income tax withheld with the Internal Revenue Service (“IRS”) and other appropriate governmental entities, as applicable, on or before the applicable due dates for such remittances. Empower will complete necessary tax reporting forms for distributions it processes, file the tax reporting forms with the IRS or other governmental authority, as applicable, and send copies to the distributee. Distributions to a person subject to reporting and withholding rules that differ from those applicable to United States residents will be subject to withholding applicable to non-resident aliens unless otherwise Directed by the Plan Sponsor. 252

6. 12.2 W ithholding and Reporting for Plan Sponsor Initiated Distributions and Rollovers. With respect to Plan Sponsor -initiated distributions or rollovers from the Plan, Plan Sponsor Directs Empower to rely upon the information on Empower’s recordkeeping system for purposes of tax reporting and withholding, and to treat payees with U.S. addresses as U.S. persons and payees with foreign addresses as foreign persons. Plan Sponsor certifies that such information is accurate and compliant with the Foreign Account Tax Compliance Act (“ FATCA”) and the Code, and that required documentation supporting such information has been collected by Plan Sponsor.

For each benefit disbursement the following administration fee will apply and will be assessed to the Participant:

$0.00 for each benefit disbursement.

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

6.14 Uncashed Checks. With respect to any checks issued from Plan assets during the term of the Agreement, Plan Sponsor Directs Empower to follow state unclaimed property regulations and escheat such assets to the Plan’s or the Participant's state of residence based on Empower's records.

However, Plan Sponsor may Direct Empower, in writing, to treat the Plan’s uncashed checks in a different manner. Plan Sponsor is solely responsible for determining the appropriate handling of uncashed checks and any unclaimed property under the applicable federal and state laws including the determination and handling of amounts related to lost Participants.

6.15 Missing Participant Administrative Services. Plan Sponsor is solely responsible for identifying and locating missing Participants. Upon request by Plan Sponsor, Empower will provide reports or other information to the Plan Sponsor with respect to Participants with undeliverable addresses as reflected in Empower’s records. Also at Plan Sponsor’s request, Empower will provide a description of administrative services and associated fees, as updated from time to time, to assist the Plan Sponsor with identifying and locating missing Participants and reissuing benefit payments to Participants. The administrative services may include performing Participant address searches using a commercial locator service, updating Participant address records and attempting to contact Participants using certified U.S. mail. Plan Sponsor may select such services and agree to the associated fees via a separate letter of direction.

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

7 SIGNATURELESS RECORDKEEPING SERVICES

7.1 General Requirements. This Section 7 [Signatureless Recordkeeping Services] describes certain services under which Empower will process Participant requests without obtaining Plan Sponsor signature or other further approval. In doing so, Empower will not exercise any fiduciary authority or make any discretionary determinations. Rather, this Section 7 [Signatureless Recordkeeping Services] will act as 253
D
irection by Plan Sponsor for Empower to process all Participant requests that meet the stated criteria. In order to receive the signatureless services detailed in this Section 7 [Signatureless Recordkeeping Services] Plan Sponsor must utilize the Plan Service Center (“ PSC”) and must provide all necessary information in a PDI file. Plan Sponsor must also provide any additional information or Direction as required by, and in a form acceptable to, Empower. In addition, in most cases, Empower must be the sole recordkeeper for the Plan. If at any time Plan Sponsor does not meet these general requirements, or does not meet the specific requirements of any service described in this Section 7 [Signatureless Recordkeeping Services], Empower shall not be responsible to continue to provide such service.

7.1.1 Participant Rollover Contributions. Plan Sponsor Directs Empower to process Participant rollover contributions received in good order pursuant to the Participant’s instruction in accordance with procedures provided by Empower to the Plan Sponsor and without the Plan Sponsor’s further approval. In the event that a Participant does not elect Investment Options on the incoming direct rollover form but otherwise completes the form, Plan Sponsor further Directs Empower to invest the money according to the Participant's on -going investment elections, and if none are elected, then in the Default Investment Option under the Plan at the time the incoming rollover is received. Separate accounts within the Participant’s account will be maintained for such rollovers.

7.1.2 Signatureless Distributions Due to Severance from Employment for Reasons Other than Death or Disability. Plan Sponsor Directs Empower to process, without Plan Sponsor’s further approval, Participant requests for distribution due to severance of employment for any reason other than death or disability, provided such requests are received in good order and in a manner acceptable to Empower. In order to receive this service, Plan Sponsor must also utilize Empower’s vesting tracking service, if the Plan has a vesting schedule. If Plan Sponsor has not provided a Participant’s termination date or other required information, Plan Sponsor Directs Empower to notify Plan Sponsor to obtain missing information before processing the distribution. For spousal consent purposes, Plan Sponsor Directs Empower to rely on the marital status specified by the Participant in the request form, or as stored on Empower’s recordkeeping system, as applicable.

For each benefit disbursement the following administration fee will apply and will be assessed to the Participant:

$0 .00 for each benefit disbursement.

7.1.3 Signatureless In-Service Distributions at Age 59½. Plan Sponsor Directs Empower to process, without Plan Sponsor’s further approval, Participant requests for age 59 ½ in-service distributions, provided such requests are received in good order and in a manner acceptable to Empower.

Plan Sponsor represents that the Plan allows Participants to take in- service distributions at age 59 ½ and will provide Empower with information concerning the sources eligible for such distributions. In order to receive this service, Plan Sponsor must also utilize Empower’s vesting tracking service, if the Plan has a vesting schedule. If Plan Sponsor has not provided a Participant’s birth date, or if there is a discrepancy between the birth date on the system and the birth date on the request form submitted by the Participant, Plan Sponsor Directs Empower to reject the request pending further information. 254
F
or each benefit disbursement the following administration fee will apply and will be assessed to the Participant:
$0.00 for each benefit disbursement.

7.1.4 Voluntary In-Service De Minimis Distributions for 457(b) Plans. Plan Sponsor Directs Empower to process, without Plan Sponsor’s further approval, Participant -initiated De Minimis distribution requests received in good order and in a manner acceptable to Empower.

7.1.5 Automated Mandatory Distributions (De Minimis). Plan Sponsor Directs Empower to automate mandatory distributions of small account balances, as elected by Plan Sponsor in good order and in accordance with procedures provided by Empower.

For each benefit disbursement the following administration fee will apply and will be assessed to the Participant:
$0.00 for each benefit disbursement.

7.1.6 Required Minimum Distributions (RMDs). The Plan Sponsor Directs Empower to provide a notice to Participants who, based on the Plan records reflected on Empower’s recordkeeping platform, are RMD eligible. The Plan Sponsor may download an RMD report via the PSC to verify the accuracy of Participant data and to confirm whether a Participant has already met the Plan’s RMD rules for the applicable tax year. If the Participant does not timely provide an election for the RMD as described in the notice, the Plan Sponsor acknowledges and agrees that it must provide timely Direction to Empower with respect to processing any RMD payments prior to the regulatory deadline. Empower will process RMDs upon receipt of a Participant or Plan Sponsor request in good order.

7.1.7 Signatureless Distributions Due to Unforeseeable Emergencies. Plan Sponsor Directs and authorizes Empower to process, without Plan Sponsor’s further approval, all Participant requests, received in good order and in a manner acceptable to Empower, for distributions due to unforeseeable emergency resulting in a severe financial hardship to the Participant that cannot be alleviated by any other means available to the Participant. Empower shall only process such requests if they meet the safe harbor definition set forth in the Treasury Regulations, as described below. Plan Sponsor further Directs Empower to rely on any and all representations made by a Participant in a request. The following situations shall qualify for a distribution under this section:

7.1.7.1 An illness or accident of the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code §152, and for taxable years beginning on or after January 1, 2005, without regard to Code §152(b)(1), (b)(2) and (d)(1)(B));

7.1.7.2 Loss of the Participant’s property due to casualty;

7.1.7.3 The following extraordinary and unforeseeable circumstances, if they arise as a result of events beyond the control of the Participant: (a) the imminent foreclosure of or eviction from the Participant’s primary residence; (b) the need to pay for medical expenses, including nonrefundable deductibles, as well as the cost of prescription drug medication; and (c) the need to pay for the funeral 255
ex
penses of a spouse or a dependent (as defined in Code §152, and for taxable years beginning on or after January 1, 2005, without regard to Code §152(b)(1), (b)(2) and (d)(1)(B)) of Participant; (d) except in extraordinary circumstances, the following are examples of situations that shall NOT qualify for a distribution under this section: (i) purchase of real estate; (ii) payment of college tuition; (iii) unpaid rent or mortgage payments, except in the event of imminent foreclosure or eviction; (iv) unpaid utility bills; (v) loan repayments; (vi) personal bankruptcy (except when resulting directly and solely from illness, casualty loss or other similar extraordinary and unforeseeable circumstances beyond the Participant’s control); (vii) payment of taxes, interest or penalties; or (viii) marital separation or divorce.

7.1.7.4 Plan Sponsor will make determinations with respect to any unforeseeable emergency distribution request that does not clearly fall within the guidelines set forth above. In the event of any changes to applicable law, including safe harbor defined in the Treasury Regulations, Empower may revise this Direction from time to time and without further notice to Plan Sponsor. This Direction shall remain in effect until revoked by either party. In order to receive this service, Plan Sponsor must also utilize Empower’s beneficiary recordkeeping and deferral recordkeeping services.

7.1.7.5 For each Participant receiving an unforeseeable emergency distribution, Plan Sponsor Directs Empower to notify Plan Sponsor to suspend elective deferrals for the period required by the Plan, if any. Empower is Directed to deny any request where the unforeseeable emergency event occurred prior to the Schedule Effective Date, or more than one year prior to the date the request is received. Empower may contact Plan Sponsor for Direction when unusual situations arise. For each request that is denied or that cannot be processed due to its failure to satisfy an unforeseeable emergency event, Plan Sponsor Directs Empower to notify the Participant to contact Plan Sponsor if the Participant wishes to appeal the determination.

Unforeseeable Emergency Approval

For each unforeseeable emergency distribution approval the following administration fee will apply:

$0.00 for each unforeseeable emergency approval.

Distribution Withdrawal Fee
For each disbursement the following administration fee will apply and will be assessed to the Participant:
$0.00 for each disbursement.

7.1.8 QDRO Review and Determination Services and Fees.

7.1.8.1 Review: Plan Sponsor Directs and authorizes Empower to handle QDRO correspondence to and from involved parties and attorneys, including phone, email and other written communication. Plan Sponsor Directs Empower to distribute QDRO Procedures and Model QDRO to involved parties and attorneys. Plan Sponsor Directs Empower to place benefit holds as soon as administratively feasible pursuant to the Plan’s adopted QDRO procedures. Plan Sponsor Directs Empower to acknowledge receipt of a DRO and review the terms of the DRO to determine whether the order meets the requirements of applicable federal law and satisfies the requirements contained in the Plan’s adopted QDRO Procedures. After review of a DRO, Plan Sponsor Directs Empower to prepare and distribute 256
appr
oval, pre -approval or denial letters to the involved parties and attorneys. Plan Sponsor Directs Empower to maintain QDRO records during the term of service, including Pre -Approval, Approval and/or rejection letter(s).

7.1.8.2 Determination: Plan Sponsor Directs Empower to process the QDRO, without Plan Sponsor’s further approval, by establishing a separate account for the alternate payee or making a lump sum distribution to the alternate payee. Plan Sponsor further Directs Empower to process, without Plan Sponsor’s further approval, all requests, received in good order and in a manner acceptable to Empower, for distributions from alternate payee accounts established before or after the Effective Date.

Plan Sponsor Directs Empower to calculate any alternate payee’s QDRO amount based solely on the Participant’s account records on Empower’s recordkeeping system. Plan Sponsor further Directs Empower to process, without the Plan Sponsor’s further approval, distribution requests received in good order and in a manner acceptable to Empower, with respect to alternate payee accounts established before the Effective Date pursuant to QDROs previously processed by Empower. The Plan Sponsor Directs Empower to calculate any alternate payee’s QDRO amount based solely on the Participant’s account records on Empower’s recordkeeping system.

7.1.8.3 If the alternate payee’s awarded share exceeds the value of the Participant’s core investment account(s) under the Plan, Empower shall notify the Participant in writing to liquidate and transfer the necessary remaining sum from the SDB into the core investment options, to enable the processing of the QDRO. If the Participant fails to transfer the necessary amount within fifteen (15) Business Days of the date of the notification, and if the necessary amount is available in the SDB money market, Plan Sponsor Directs Empower to transfer such amount into the Default Investment Option.

If there are insufficient available funds in the SDB money market, Plan Sponsor Directs Empower to notify the SDB provider to liquidate all of the Participant’s SDB investments and to transfer the entire amount into the Default Investment Option.

7.1.8.4 QDRO Fees. For each qualified and processed QDRO, the Participant’s portion of the fee will be deducted from the Participant’s account balance, and the alternate payee’s portion of the fee will be deducted from the alternate payee’s account or from the lump sum distribution, as applicable. Empower will charge the following fee of:

To cover the cost of reviewing a DRO, Empower will deduct from the Participant’s and/or the alternate payee’s account balance a one-time QDRO review and determination fee equal to $300.00.

7.1.9 Signatureless Loan Processing for 457(b) Plan Only (excludes OBRA). If loans are available under the Plan, Plan Sponsor agrees that all loans shall be account reduction loans repaid by payroll deduction or ACH and shall be consistent with the loan policy and the procedures established by Empower from time to time. Plan Sponsor Directs Empower to process, without further Plan Sponsor approval, Participant loan requests submitted through a form acceptable to Empower or through the website. Principal residence loan requests must be submitted on a paper form with supporting documentation. In order to receive this service, Plan Sponsor must also utilize Empower’s vesting tracking service, if the Plan has a vesting schedule. If the Plan requires spousal consent for loans, the request must be submitted on a paper form.

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7 .1.9.1 Loan Administration Fee. The following fees will apply to all Participant loans:
$0.00 loan origination fee will be deducted from the amount of each loan processed. $0.00 annual loan maintenance fee per loan.

7.2 Additional Service Fees.

Service

Current Fee/Rate
Express Delivery Fees . Empower will assess an additional fee to the Participant upon a Participant’s request for express delivery.

$40.00 per
disbursement
ACH Special Handling Fee. Empower will assess an ACH special handling fee to the Participant upon a Participant’s request for a disbursement via ACH. $15.00 per
disbursement
Reprocessing Fee . If Plan Sponsor provides incorrect or incomplete information or provides data in an unusable electronic or hard copy paper format, Empower will assess a fee to the Plan Sponsor to reprocess or put the data into a useable format. (Submission of data in a hard copy format will be considered a request to provide this service; t his includes submission of Participant account takeover data).

$150.00 per hour or
as reasonably
determined by
Empower
Periodic Payments Fees. Empower will assess periodic payments fees to the Participant .

$0.00 per installment
distribution set-up
$0.00 annual
maintenance fee

Periodic payment
fees do not apply to
installments for
Required Minimum
Distributions (RMDs)
allowed under the
Plan.

Additional Plan Work. Empower may, at its discretion, provide additional plan work at the Plan Sponsor’s request, which will be charged to the Plan Sponsor at Empowers then current hourly rate or as quoted based on the additional plan work requested.
$150.00 per hour
*Additional Service Fees reflect current rates as of the effective date of this Agreement and may be adjusted from time to time to reflect cost increases.

7.3 Payment of Fees. All fees not paid by Participants must be paid within thirty (30) days of Empower’s invoice to the Plan Sponsor unless another arrangement has been pre-approved by Empower in writing. In the event any charges or fees reasonably and properly chargeable under the terms of the Agreement, including this Schedule or other applicable documents signed by the Plan Sponsor remain unpaid sixty (60) days after the date billed, Plan Sponsor Directs Empower to deduct such expense charges from the Plan and Plan Sponsor affirms that the Plan document specifically allows such deduction from the Plan. To the extent that the forfeiture or other Plan accounts would not pay Plan expenses under the Plan document or the Plan accounts are insufficient, Plan Sponsor Directs Empower to allocate such fees to the Participant accounts, and to the investment choices in which the Participant accounts are invested, on a 258
pr
o rata basis using Participant account and investment option balance ratios as of the date of deduction.

Plan Sponsor agrees to amend the Plan, if necessary, to provide for the payment of expenses from Plan assets consistent with the foregoing.

7.4 Fee Guarantee. Empower’s fees shall remain in effect for three (3) years from the Schedule Effective Date (“Guarantee Period”). Notwithstanding anything to the contrary, Empower reserves the right to adjust fees at any time upon written notice to Plan Sponsor in the event that: (i) Plan Sponsor elects to utilize different or additional services; (ii) Plan Sponsor changes any Investment Options utilized by the Plan that provide service fees or other compensation to Empower, if applicable; (iii) there is an employer-initiated event such as a plan merger, corporate acquisition or layoff resulting in a material decrease in Empower’s revenue or requiring Empower to perform additional services; (iv) legislative, regulatory or US postal rate changes impact the Services; or (v) there is a material change in the service fees received by Empower from any Investment Options utilized by the Plan, if applicable. Empower may adjust fees at any time after the Guarantee Period expires upon written notice to the Plan Sponsor.

8 ACCESS TO RECORDKEEPING SYSTEM & SERVICE REPRESENTATIVES

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

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

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

8.4 Participant Website

8.4.1 Website Use. Empower will, as part of the Services, host, maintain and make certain information available to Plan Sponsor and Participants on a website or websites (the “ Website Services”). Plan Sponsor will not use or permit any use of the Website Services (i) in any unlawful or illegal manner; (ii) in any way that could impair the Website Services or any other party's use thereof; or (iii) to distribute, sell, resell, license or transfer any of Plan Sponsor’s rights to access or use the Website Services or make the Website Services available to any third party. Any user credentials, including user identification 259
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sswords, established by Plan Sponsor and its delegates or any Participant (each a “ User ID”) is issued to a specific user and may not be shared or used by any individual other than that user. Plan Sponsor will be responsible for the compliance by its users with the applicable terms of this section. Empower may terminate the User ID, or portions thereof, for any user involved in a breach of this section. Plan Sponsor acknowledges that transmissions through the internet are inherently unsecure, that virus protection software, firewalls and other security measures are not foolproof, and that the Website Services and their content are not invulnerable to fraud or hacking. In addition, Plan Sponsor acknowledges that Empower shall from time to time perform scheduled or emergency repairs, maintenance, and disaster recovery testing on the websites, and that such activity, or other circumstances beyond Empower’s reasonable control, may cause the Website Services to be unavailable or delayed. Plan Sponsor agrees that Empower shall not be liable for any such delays or downtime in the Website Services, or for any virus or malicious access to the Website Services by third parties, provided that Empower has implemented and maintained security features with respect to the Website Services that are consistent with the Agreement and commercially reasonable industry standards.

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

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

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

9 PARTICIPANT COMMUNICATION AND EDUCATION

9.1 Participant Education. Empower will provide support for employee enrollment and education meetings, and will provide employee education and communications materials, including education and planning tools through the internet:

9.1.1 Empower will provide educational or enrollment meetings as Directed by Plan Sponsor for a fee of $500 per day.

9.2 Communication Materials. Empower will provide Participant educational and communication materials regarding financial investing and retirement options. These materials may include, but are not limited to, newsletters, brochures, and other materials as mutually agreed upon.

9.3 Group Presentations. Empower representatives will conduct group presentations at which some or all of the following will be communicated: (i) summary of the key provisions of the Plan; (ii) 260
s
ummary of authorized Investment Options; (iii) discussion of Services including VRU inquiry, retirement planning, and investment seminars; and (iv) instructions on how to sign up for the Plan.

9.4 Individual Counseling Sessions . Upon request, Empower representatives will conduct prescheduled individual counseling sessions, utilizing a Participant paycheck analysis, an asset allocation model and retirement counseling services, as Directed by Plan Sponsor.

9.5 P lan Sponsor Committee Meetings. Upon request, an Empower representative will attend periodic Plan Sponsor committee meetings and will be prepared to provide information regarding the Plan and its activities.

9.6 Communications and Education Plan Meetings. Empower will prepare a communications and education plan for review by Plan Sponsor. Such Plan will be finalized in a mutually agreeable manner.

9.7 Financial Wellness. Empower will provide employee plan and investment education and communications materials, including education and planning tools.

9.7.1 Empower Participant Experience. With certain exceptions, Empower provides Participants with an estimated hypothetical monthly retirement income and goal based on a number of factors including the Participant’s Plan assets, Plan contribution rates and compensation data on the Participant website.

9.7.2 Health Cost Estimator. With certain exceptions, Empower will provide Participants access to Empower’s Health Cost Estimator (as defined below) on the Participant website.

Health Cost Estimator provides Participants with estimated monthly health care expenses based on retirement age and certain personal health condition information provided to Empower by Participants (“Health Cost Estimator”). All health care costs and projections are provided by an unrelated third party vendor. Plan Sponsor agrees that the Health Insurance Portability and Accountability Act of 1996 does not apply to any personal health condition information provided to Empower by Participants. Plan Sponsor also acknowledges that such health condition information is owned by the Participant and not the Plan Sponsor and that Empower will not disclose any health condition information provided to Empower by Participants to Plan Sponsor without the Participant’s consent. Empower agrees that, except as provided in the preceding sentence, it will otherwise treat such health condition information as Personal Data in accordance with Section 4 [Confidentiality] of the Agreement. Plan Sponsor further agrees not to use any information it obtains through Health Cost Estimator other than for Plan purposes, contribution rates and compensation data.

9.7.3 Personalized Participant Communications. Except as otherwise agreed by the parties, Empower will send cer tain action-oriented Participant education communications according to a Participant’s behavior, preferences, and information. Messaging will include: (i) information about the tools and services available in the Plan and what actions a Participant may take to build individual savings, and will address topics such as enrollment, beneficiary designation, contribution increases, asset allocation, catch-up contributions and more; (ii) general financial topics that a Participant may find helpful while striving to reach financial and savings goals, and will include budgeting, debt management, investing basics, emergency funds, National Retirement Security Week and more; (iii) the opportunity to view additional options available that may provide a Participant with a more comprehensive savings strategy, and will include information about healthcare savings accounts, estate planning, college saving and more. A 261
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articipant must have an email address on file with Empower in order to receive such communications via email. The Participant can opt out of receiving these emails at any time as required by applicable law.

9.7.4 Financial Wellness Services. Empower’s financial wellness program provides Participants with tools and services to review overall financial wellness including tools that allow Participants to complete a personalized online assessment, the output of which provides the user with ideas on the next steps they can take to address financial concerns they identified when completing the assessment and educational resources to learn more about financial topics of interest, including a learning center with educational content on certain financial wellness topics. Empower or its affiliates may make retirement education consultants available to Participants to provide financial wellness consultations and may contact Participants to offer financial wellness consultations. Consultations involve topics such as (but not limited to): budgeting, saving, student debt, debt prioritization, life insurance, managing investments and consolidating assets. Empower’s financial wellness tools, services and consultations may include information on financial products and services made available by Empower or third-party providers. Participants may pay fees if they choose certain products. Empower may receive fees and other payments from the products selected by Participants. More information on the applicable financial wellness products and the fees and payments that may be received by Empower is available upon request.

9.7.5 Participant Fiduciary Services Empower may offer investment advice and provide recommendations as a fiduciary under applicable law to Participants on certain Plan transactions, such as point -in-time investment advice on designated investment alternatives, investment advisory services available under the Plan, and recommendations on distribution and rollover options, which may include services and products offered by Empower and its Affiliates. When Empower acts as a fiduciary, it will do so in the best interest of the Participants. Empower will provide such fiduciary services pursuant to applicable law.

10 REPORTING SERVICES

10.1 Participant Reporting. Empower will provide Participants a confirmation for transactions involving investment allocations, investment transfers, contribution rates, change of address, rollover contributions, and rebalance activity. Empower will also make available to each Participant account information on at least a quarterly basis, including beginning and ending balances, all contributions and transactions processed, interest credited or change in value, fees and withdrawals deducted, transfers processed and performance data on Investment Options held by the Plan to the extent such data is provided by the Investment Option Sponsor, personal rate of return on investments, account balance translated into an estimated monthly income amount, and balance in the SDB, as applicable. Participants’ statements shall be distributed in accordance with Section 4.8 [Electronic Delivery] of this Schedule .

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

10.2 Plan Sponsor Reporting. Empower will provide an Employer Plan Summary Report to Plan Sponsor, summarizing Plan-level assets and Participant account balances, within thirty (30) Business Days after each calendar quarter end (“Employer Plan Summary Report”). The following Plan information will be addressed in the Employer Plan Summary Report: (i) summary of Plan transactions and assets; (ii) summary of contributions processed; (iii) withdrawals; (iv) annuities purchased, if applicable; (v) periodic payments; (vi) Investment Option grand totals – summarizes both dollars and units/shares and Plan activity; 262
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vii) Investment Option totals by money type – summarizes both dollars and units/shares and money type activity; (viii)Participant summary – a report of account activity for each Participant.

10.3 Additional Optional Services and Fees
No Plan Document
Services Provided by
Empower
Plan Sponsor acknowledges that Empower has not been retained to provide any Plan document services. Plan Sponsor acknowledges its responsibility to draft, amend and maintain the Plan document(s) or to retain a third party to provide such services.

Plan Document Services If the Plan Sponsor is using a plan document offered by Empower, Empower will provide the Plan document including an applicable adoption agreement for execution, and any Plan document amendments that may be required due to change in applicable law, prior to the date required.

Fees for Plan Document
Services
If applicable, preparation of Empower sample plan document, including amendments:

No additional fee.

Annual Plan Review Plan Sponsor will receive an annual Plan review including the following information: (i) review of enrollment efforts; (ii) asset allocation information, contributions, distributions (Investment Options and fixed/variable split); (iii) voice response usage and enhancements; (iv) benefit payments; (v) direct online system access – current services and available services; (vi) legislative updates.

Regulatory Updates Empower will periodically make information available to Plan Sponsor concerning federal legislative activity of which Empower is aware that may affect the Plan and related funding contracts. Such information, however, does not constitute legal or tax advice regarding the legal sufficiency of the Plan.

11 TRANSITION ASSISTANCE SERVICES

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

11.2 Planning. Participate in conference calls and in- person meetings, as needed, with Plan Sponsor and the successor service provider to designate the transfer team, define communication channels, discuss the transfer process and define expectations, responsibilities, and applicable deadlines.

Empower will designate a transition Project Manager to lead and be the contact person for the transition effort. In the event Plan Sponsor requests that the Project Manager or other deconversion team member attend a transition services meeting in person at a site other than Empower’s office location, Empower’s fees for time and travel for such in-person meetings are $1,500 per day, per person.

11.3 Data Layouts. Provide the successor service provider with data layouts for Participants and Plan Data residing on Empower administration systems, including but not limited to data layouts for 263
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r statement indicators, rebalance frequency elections, ACH indicators, outstanding loan terms and payment amounts, powers of attorney on file, and dividend pass -through elections. The data layouts will correspond to Empower standard file formats.

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

11.5 “Test” Data Transfer Files . Provide the successor service provider with two (2) full volume test extract data transfer files for the Plan. Such files will be provided at a time mutually agreed upon by the parties. Control totals and standard Empower reports will accompany the files.

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

11.7 “Live” Data Transfer Files. Provide the successor service provider with one (1) full live data transfer file to the successor service provider in Empower standard file format for the Participant and Plan Data residing on Empower administration systems as of a date mutually agreed upon by the parties.

The live data file will be in the same format as the test data file or in the test data file format. Control totals and standard Empower reports will accompany the live data transfer file.

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

11.9 Answering Questions. Provide up to twenty-five (25) aggregate hours of Empower’s time responding to questions about Plan administrative practices and communication materials used by Empower in servicing the Plan. Empower will charge the Plan or Plan Sponsor at then-current hourly rates for time spent in excess of twenty-five (25) hours.

11.10 Final Participant Valuation. Send to the successor service provider, at a mutually agreed upon date, reports of all historical files, documents and records necessary for the continuing administration and recordkeeping of the Plan in electronic form (where available) and/or paper form (“ Final Participant Valuation”). As of the Service End Date, the Final Participant Valuation includes: (i) Curren t Participant indicative and financial data; (ii) Participant level reports; (iii) Plan level totals; (iv) Investment valuation statement; (v) Employee loan status report; (vi) Loan summary report; (vii) Deemed loan report; (viii) Highest outstanding loan balance report; (ix) R MD report; (x) Installment tax withholding report; (xii) On - line beneficiary data, if maintained by Empower; and (xiii) Scanned beneficiary forms, if maintained by Empower. Notwithstanding the foregoing, the parties acknowledge that the reports and information identified as Final Participant Valuation are subject to change based upon changes in plan administration and/or system requirements. Plan Sponsor acknowledges that at the mutually agreed upon date, Empower 264
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ill provide only those reports applicable to the Plan and currently available from Empower’s recordkeeping system.

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

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

11.13 Fees Related to Transition Services. In the event Plan Sponsor requests Empower to provide additional or extraordinary Transition Services (beyond those described in items 12.1 through 12.12 above) including, but not limited to, change in data layout, change of data elements in standard layouts, number of data transfer files, or services beyond Service End Date, Empower reserves the right to charge the Plan or Plan Sponsor, as Directed by the Plan Sponsor, for additional or extraordinary Transition Services at then-current hourly rates. Empower shall receive payment for services rendered within 30 days of invoice delivery. In the event payment is not received within the stated timeframe all Transition Services will cease until such time payment is received.

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

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

11.14.2 To the extent information and/or reporting is readily available from Empower’s systems, Empower agrees to provide to the successor service provider the following Transition Services for up to 110 requests per month: (a) loan repayment information; (b) Participant account balances as of specific dates; (c) Participant account earnings and/or dividends for specific time periods; (d) dist ribution history information; (e) reporting or respond to other Participant account history information requests; (f) Participant account history information (excluding QDRO related information); ( g) Participant Statements; (h) Duplicate Forms 1099-R; (i) Provide QDRO related account history; (j) Respond to questions regarding Plan specific processes, provided however that if the number of requests exceeds 110 in any given month, a per-request fee of $500 will be assessed.

[Signature Page Follows]

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y signing this Recordkeeping Services Schedule, the parties certify that they agree to be bound by its terms and it’s to be executed by their respective duly authorized officers as of the Schedule Effective Date.

APPROVED QDRO PROCEDURES AND MODEL FORM
For the

1. City of Stockton 457(b) Deferred Compensation Plan (“457(b) Plan”) Group Account Number: 772929-01;

2. City of Stockton 457 Deferred Compensation OBRA Plan (“457(b) Plan”) Group Account Number: 772932-01;

3. City of Stockton 401(a) Plan (“401(a) Plan”) Group Account Number: 772933-01

1. INTRODUCTION. Empower Retirement has arranged for QDRO Consultants to review domestic relations orders (DROs) related to the Plan, and to determine whether they are qualified domestic relations orders (QDROs). The Plan is a defined contribution plan that provides a Participant with a benefit equal to the vested portion of the Participant’s account balance.

1.1. These QDRO Procedures help Plan Participants and other interested parties prepare QDROs more effectively and efficiently. Among other things, these QDRO Procedures explain:

• Who to contact for relevant information or Plan documents; • The required information that must be in a DRO;
• The important information that should be in a DRO, and how the DRO will be interpreted if such information is not included;
• Model or sample language to assist the parties in preparing a DRO; • Where to send a draft or Executed DRO for review;
• How the Alternate Payee’s interests will be protected during the DRO review process, including any time or other limits on the review period;
• The opportunity to revise a rejected DRO;
• Who the Alternate Payee should contact to begin benefit payments; and • What happens when the Participant or Alternate Payee dies.

2. CONTACT INFORMATION. If you have questions or requests related to the review or determination of a QDRO, please contact QDRO Consultants at:

QDRO Consultants
www.qdros.com/contact

If you need a Participant’s benefit statement, Plan documents (such as a summary plan description), or if you have other questions or requests related to the Plan or a Participant, please contact the Plan Recordkeeper at:

Empower Retirement
P.O. Box 173764
Denver, CO 80217-3764
Phone: 1-800-338-4015
Fax: 1-866-633-5212

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3. D

EFINITIONS TO QDRO EXHIBIT

Alternate Payee: An Alternate Payee is a Participant’s spouse, former spouse, child, or other dependent who is assigned Plan benefits in a DRO.

Approval Letter: A letter to the interested parties that indicates QDRO Consultants has approved an Executed DRO and explains how the Plan Administrator will administer the QDRO’s terms and provisions.

Domestic Relations Order (DRO): Generally, a DRO is a court order, or an order issued by another authorized state agency, that (1) is made pursuant to a state domestic relations law, and (2) provides for payment of child support, alimony, or marital property rights to an Alternate Payee.

Empower Retiremen t: Empower Retirement is a retirement plan recordkeeping financial holding company based in Greenwood Village, Colorado, United States.

ERISA: ERISA is the acronym for the Employee Retirement Income Security Act of 1974, as amended, which governs most retirement and pension plans.

Executed DRO: A DRO that is signed and file stamped by the appropriate state court, or signed and dated by the relevant state agency, including a copy of such DRO.

Participant: An individual who has a benefit in the Plan.

Plan: The defined contribution plan identified in these QDRO Procedures.

Plan Administrator: The person(s) or entity designated by the Plan’s sponsor to have primary authority and responsibility to administer the Plan’s terms and provisions.

Pre-Approval Letter: A letter to the interested parties that indicates QDRO Consultants has approved a draft DRO that would be a QDRO if it were an Executed DRO.

QDRO Consultants: QDRO Consultants Co., LLC (“QC”), was hired by Empower Retirement to review DROs to determine whether DROs are qualified pursuant to the Plan’s QDRO procedures, and to send relevant notices to the interested parties.

Qualified Domestic Relations Order (QDRO): A QDRO is a DRO that (1) requires the Plan Administrator to assign or transfer some or all of a Participant’s Plan benefits to an Alternate Payee, (2) contains the information required by ERISA Section 206(d)(3)(C), (3) does not violate the restrictions in ERISA Section 206(d)(3)(D), and (4) satisfies the other requirements contained in these QDRO Procedures. Also, a DRO is not a QDRO until QC has determined, consistent with the Plan Administrator’s instructions, that the DRO is qualified.

4. QDRO CONTENTS.

Generally, a DRO must contain certain “required information” to be a QDRO, and should include certain other “important information.” The subsections below discuss these categories of information in more detail.

Model QDRO Language, which addresses all required issues, can be provided to assist you in preparing the DRO.

4.1. REQUIRED INFORMATION
Generally, QC will reject a DRO that does not contain the required information listed below, or includes instructions that are not clear. However, if a DRO does not contain a party’s last known mailing address, 268
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ocial security number, and/or date of birth, and if QC otherwise receives the missing information, QDRO Consultants will review the DRO as if it contains the missing information. Also, if a DRO contains a retirement plan name that is not the Plan’s exact legal name, as identified below, and if it is clear that the plan referenced in the DRO is intended to be the Plan, QC will review the DRO as if it contains the Plan’s legal name.

Names and Addresses: The DRO must include the names and last known mailing addresses of the Participant and Alternate Payee.

Social Security Numbers: The DRO must include the social security numbers of the Participant and Alternate Payee. For privacy reasons, you may provide these in a separate document.

Dates of Birth: The DRO must include the dates of birth for the Participant and Alternate Payee.

For privacy reasons, you may provide these in a separate document.

The Plan’s Legal Name: The DRO must identify the Plan by its legal name:

State Domestic Relations Law: The DRO must state that it is made pursuant to a state domestic relations law.

Child Support / Alimony / Marital Property Rights: The DRO must indicate that it provides child support, spousal support, and/or marital property rights to the Alternate Payee.

Alternate Payee’s Benefits: The DRO must clearly state the portion of the Participant’s Plan benefits that is assigned to the Alternate Payee, either as a lump- sum dollar amount OR a percentage of the Participant’s account balance, and must include the date as of which the assignment is effective (“Assignment Date”).

The current recordkeeper cannot obtain account balance information or calculate investment gains/losses on any Participant accounts for periods prior to the restriction date as determined by Empower Retirement, LLC, which is July 1, 2023 (“Restriction Date”). Therefore, the DRO must not contain an Assignment Date that is prior to the Restriction Date.

Payment Date: The DRO must include language that permits the Alternate Payee to elect to begin receiving his/her benefits as soon as administratively possible after the date that QC determines that the DRO is a QDRO or, if later, at the earliest date permitted under the Plan.

Payment Period: The DRO must include language that the Alternate Payee shall receive his/her benefits in a single lump-sum payment, or in any other form of payment that the Plan permits.

4.2. IMPORTANT INFORMATION / DEFAULT PROVISIONS
The DRO should also address the following issues. If it does not QC will review the DRO as if it includes the default provision identified below for that issue.

Investment Gains/Losses: The DRO should specify whether the Alternate Payee’s share of the Participant’s b enefits will be credited with investment earnings (which include both gains and losses) from the Assignment Date to the date that the Plan Administrator establishes and funds a separate account for the Alternate Payee (“Segregation Date”).

If the DRO is silent on this matter, the Plan Administrator will credit investment earnings to the Alternate Payee from the Assignment Date to the Segregation Date.

The Plan Administrator will always credit investment earnings to the Alternate Payee’s account from the Segregation Date to the date the Alternate Payee receives payment of his/her benefits. 269

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llocation to Alternate Payee from Participant's Accounts: The DRO should state how the Alternate Payee’s assigned benefits shall be allocated from all of the Participant's vested sub- accounts and/or investment funds (excluding any Plan loan) as of the Segregation Date. If the DRO is silent on this matter, the Plan Administrator will administer the QDRO as if it included a provision to allocate the Alternate Payee’s assigned benefits on a pro rata basis from all of the Participant’s vested sub-accounts and/or investment funds (excluding any Plan loan) as of the Segregation Date.

Initial Investment of Alternate Payee’s Benefits: The DRO should state how the Alternate Payee’s benefits shall be initially invested. If the DRO is silent on this matter, the Plan Administrator will administer the QDRO as if it included a provision for the Alternate Payee’s benefits to be initially invested in the same funds and in the same proportion as the Participant’s account. The DRO should also state that the Alternate Payee may then elect any investment option that the Plan offers.

Participant Loans: If the DRO assigns a percentage of the Participant’s account balance to the Alternate Payee, the DRO should specify whether the Participant’s Plan loans, if any, will be included or excluded in the Participant’s account balance when calculating the Alternate Payee’s share of the Participant’s benefits. The examples below show that including Plan loan value will increase the amount assigned to the Alternate Payee.

Example – 50% assignment / Excluding loan balance
Participant’s Total Account Balance $100,000
Participant’s Outstanding Loan Balance $20,000
Participant’s Account Balance Excluding Loans
($100,000 - $20,000)
$80,000
50% Assignment to Alternate Payee (0.5 x $80,000) $40,000

Example – 50% assignment / Including loan balance
Participant’s Total Account Balance $100,000
Participant’s Outstanding Loan Balance $20,000
Participant’s Account Balance Including Loans
(loan is not subtracted)
$100,000
50% Assignment to Alternate Payee (0.5 x $100,000) $50,000

Please note that even if a portion of the Participant’s Plan loan value is transferred to the Alternate Payee, no portion of the actual Plan loan (i.e., the obligation to pay it back) may be transferred to the Alternate Payee. The Participant will have to pay back the entire loan.

If the DRO is silent on this matter, the Plan Administrator will administer the QDRO as if it specified that the Participant’s Plan loans will be excluded from the Participant’s account balance for this purpose.

Alternate Payee’s Death: The DRO should specify that, if the Alternate Payee dies before receiving payment of his/her entire benefit, the Plan shall pay any remaining benefits to the Alternate Payee’s beneficiary. If the DRO is silent on this matter, the Plan Administrator will administer the DRO as if it included this default provision.

Participant’s Death: The DRO should specify that the Participant’s death shall not affect the Alternate Payee’s right to his/her benefits as provided in the QDRO. If the DRO is silent on this matter, the Plan Administrator will administer the DRO as if it included this default provision.

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DRO Review and Determination Fee: To cover the cost of reviewing a DRO, the Plan Administrator will deduct from the Participant’s and/or the Alternate Payee’s account balance a one-time QDRO review and determination fee equal to $300. This fee applies even if QC does not approve the DRO.

The DRO should specify, from among the following options, how the fee should be allocated between the Participant’s and/or the Alternate Payee’s account balance:
• Divided equally between the Participant and the Alternate Payee; • Charged entirely to the Participant; or
• Charged entirely to the Alternate Payee.

If the DRO is silent on this matter, the Plan Administrator will administer the DRO as if it specified that the fee be divided equally between the Participant and Alternate Payee.

Regardless of how the DRO directs the fee to be allocated, when you first submit a DRO (regardless of whether it is a draft or Executed DRO) to QC, the Plan Administrator will deduct the entire fee from the Participant’s account balance. If QC approves the DRO, the Plan Administrator will reduce the amount of benefits assigned to the Alternate Payee by the portion of the fee, if any, that is allocated to the Alternate Payee.

5. DRO REVIEW PROCESS
When you have prepared a DRO and you would like the Plan to enforce it, you must submit the DRO to QC for review. To ensure timely receipt, DROs should be securely submitted at https://qdros.com/submit. Please see the “CONTACT INFORMATION” section above for QC’s contact information. Consistent with these QDRO Procedures and as directed by the Plan Administrator, QC will determine whether an Executed DRO qualifies as a QDRO, or whether a draft DRO would qualify if it were executed.

The Plan Administrator will typically place a “hold” on the Participant’s Plan benefit during the period of the review to protect benefits that may be assigned to the Alternate Payee, as described in the “BENEFIT HOLD / RESTRICTION” section below.

5.1. Review of Draft DROs: The Plan Administrator will enforce only an Executed DRO that qualifies as a QDRO. However, you may choose to submit a draft DRO to QC for review before having it executed. Addressing potential issues in the DRO before having it executed reduces the likelihood that you will need to submit multiple revised drafts to the court.

5.2. DRO is Rejected. If QC rejects a DRO, QC will promptly notify the Participan t, Alternate Payee, and their attorneys and/or representatives in writing, including the specific reason(s) why the DRO failed to qualify.

5.2.1. Revise a Rejected DRO: Generally, interested parties will have an opportunity to revise a rejected DRO and to resubmit it to QC for another review and determination. However, there is a maximum period the Plan Administrator will “hold” a Participant’s benefit during the DRO review process, as described in the “BENEFIT HOLD / RESTRICTION” section below.

5.3. DRO is Approve d. If QC determines that a DRO is a QDRO, QC will promptly send a Pre- Approval Letter (for a draft DRO) or an Approval Letter (for an Executed DRO) to the Participant, Alternate Payee, and their attorneys and/or representatives.

6. BENEFIT HOLD / RESTRICTION
The Plan Administrator will place a “hold” on the Participant's Plan benefit during the DRO review process, as well as upon certain other triggering events. The hold will protect benefits that may be 271
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signed to an Alternate Payee by preventing the Participant from receiving any benefit payments from the Plan.

6.1. Placing a Benefit Hold
QC will direct the Plan’s recordkeeper to place a hold on a Participant’s Plan benefit as soon as administratively feasible after receiving any of the following:
• Draft DRO;
• E xecuted DRO;
• Other court order that attempts to place a hold on, or assign part of, a Participant’s Plan benefit (e.g., temporary restraining order, income withholding order, etc.); • Joinder or other similar court document that attempts to join the Plan as a party to a domestic relations proceeding;
• Letter of adverse interest or other written notice from a potential Alternate Payee, or his/her attorney, that the Alternate Payee has an interest in the Participant’s Plan benefit; or • Plan Administrator’s written direction to place a hold.

Divorce Decree – QC will direct the recordkeeper to place a hold if it receives a divorce decree or similar court order.

Please Note – Simply requesting a copy of the Plan’s QDRO Procedures or Model QDRO is not sufficient to place a hold on a Participant’s Plan benefit.

Generally, a benefit hold will continue until it is removed by a subsequent action, as described in the subsection below.

6.2. Removing a Benefit Hold
The requirements to remove a benefit hold may be different depending on the reason the hold was placed. Each paragraph in this subsection lists, in bold type, a document that can cause a hold to be placed, followed by the method(s) to remove a hold placed pursuant to that document.

6.2.1. Draft DRO / Letter of Adverse Interest: If a benefit hold was placed due to receiving a draft DRO, or a letter of adverse interest or similar written notice, QC will direct the Plan’s recordkeeper to remove the hold upon receiving any of the following:

• Executed DRO (at which time an Executed DRO benefit hold will commence); • Subsequent court order to remove the hold, or that clearly indicates the Alternate Payee has no interest in the Participant’s Plan benefit; • Plan Administrator’s written direction to remove the hold; or • Notarized letter from the Alternate Payee, or letter from his/her attorney, that requests the removal of the hold, and that names the Plan and the Participant.

6.2.2. Executed DRO: If a benefit hold was placed due to receiving an Executed DRO, QC will direct the Plan’s recordkeeper to remove the hold (1) if it approves the DRO, or (2) upon receiving any of the following:

• Subsequent Executed DRO that vacates or revises the prior Executed DRO (at which time a new Executed DRO benefit hold will commence);
• Subsequent court order that terminates the Alternate Payee’s right to the Participant’s Plan benefit, including an order to vacate the Executed DRO; or • Plan Administrator’s written direction to remove the hold.

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6. 2.3. Other Court Order / Joinder: If a benefit hold was placed due to receiving a court order, other than a DRO, or a joinder or other similar court document, QC will direct the Plan’s recordkeeper to remove the hold upon receiving any of the following:

• Executed DRO (at which time an Executed DRO benefit hold will commence); • Subsequent court order to remove the hold, that vacates the court order or joinder that caused the hold, or that clearly indicates the Alternate Payee has no interest in the Participant’s Plan benefit; or
• Plan Administrator’s written direction to remove the hold.

6.2.4. Plan Administrator’s Written Direction: If a benefit hold was placed due to receiving the Plan Administrator’s written direction, QC will direct the Plan’s recordkeeper to remove the hold only upon receiving the Plan Administrator’s subsequent written direction to remove the hold.

7. EFFECT OF REMOVING HOLD / SUBSEQUENT DRO

Approved DRO Before Hold Removal: If QC approves an Executed DRO before a benefit hold is removed, the Alternate Payee will receive payments from the Plan pursuant to the QDRO.

No Approval Before Hold Removal: If QC does not approve an Executed DRO before a benefit hold is removed, the Participant will be permitted to elect to receive a distribution if he/she is otherwise eligible.

Approved DRO After Hold Removal: If QC approves an Executed DRO after a hold is removed, the QDRO will be applied on a prospective basis only.

8. MISCELLANEOUS

8.1. Fair Split of Participant’s Benefits
QC will not answer questions regarding whether a QDRO has fairly or equitably divided the Participant’s benefits among the Participant and Alternate Payee. Instead, QC’s role is limited to the technical requirements of DRO review and QDRO determination. It is the responsibility of the parties and/or their attorneys to determine what is fair and equitable, and to negotiate the QDRO’s substantive provisions.

8.2. Incorrect Payments
The Plan Administrator has the right to require the Participant and/or the Alternate Payee to return to the Plan any overpayment. An overpayment is any Plan payment (or portion of a payment) to a party that was not required by the Plan or a QDRO. If the overpayment should have been paid to the other party, the Plan will recover the overpayment from the overpaid party and, in turn, will pay that amount to the other party.

8.3. QDROs Issued After Death
A DRO will not fail to qualify as a QDRO solely because it was submitted to the Plan Administrator after the death of the Participant or Alternate Payee. For example, if an attorney submits a draft DRO to be preapproved and the Participant or Alternate Payee dies before the DRO is signed by the court, the Plan Administrator would honor an Executed DRO submitted after the Participant’s or Alternate Payee’s death if it otherwise would qualify as a QDRO.

8.4. Begin Alternate Payee’s Benefit Payments
If QC approves a DRO, and if the Alternate Payee is eligible to begin receiving his/her assigned benefits, the Alternate Payee must contact Empower Retirement at 1-800-338-4015 to obtain the appropriate payment forms and instructions. The Alternate Payee should allow sufficient time 273
s
ubsequent to approval of the DRO for the Plan Recordkeeper to calculate and segregate the Alternate Payee’s assigned benefit, before contacting Empower Retirement.

8.5. Federal Taxes
The Internal Revenue Code provides that an Alternate Payee, who is the Participant’s spouse or former spouse, is responsible for all federal taxes on Plan distributions to the Alternate Payee. On the other hand, for distributions to an Alternate Payee who is the Participant’s child or other dependent, the Participant is responsible for all such federal taxes. A QDRO may not change these rules of federal taxation and, as a result, a DRO does not need to identify which party is responsible. If a DRO does address federal taxes, QC will not reject the DRO even if it is inconsistent with federal tax law. However, the Plan Administrator will report distributions as required by law, regardless of any conflicting provisions in the QDRO.

274

QDRO MODEL FORM
[NAME OF PARTY] )
Petitioner, ) Case No. ___________
) Qualified Domestic Relations Order
and )
)
[NAME OF PARTY] )
Respondent. )

This domestic relations order (“Order”) is intended to be a qualified domestic relations order (“QDRO”), as defined in Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and in Section 414(p) of the Internal Revenue Code of 1986, as amended (“Code”).

1. Plan Name: This Order applies to the [_________] (Plan), as well as to any successor plan to the Plan.

2. Participant Information: The name, last known address, social security number, and birth date of the Plan "Participant" is:

Name: _________________________________________
Address: _________________________________________
Email: _________________________________________
Social Security Number: See Personal Information Addendum Form Birth Date: See Personal Information Addendum Form

*For security purposes, QDRO Consultants strongly encourages parties and/or their counsel to use the Personal Information Addendum Form.

Participant's Attorney Information:

Attorney’s Name: _________________________________________ Address: ____________________________________________
Phone: _________________________________________
Email: _________________________________________

3. Alternate Payee Information: The name, last known address, social security number and birth date of the "Alternate Payee" is:

*For security purposes, QDRO Consultants strongly encourages parties and/or their counsel to use the Personal Information Addendum Form.

Alternate Payee's Attorney Information:

Attorney’s Name:_________________________________________ Address: _________________________________________
Phone: _________________________________________
Email: ________________________________________
275
T
he Alternate Payee shall have the duty to notify the Plan Administrator in writing of any changes in his/her mailing address subsequent to the entry of this Order.

4. State Domestic Relations Law: This Order is entered pursuant to the authority granted in the applicable domestic relations laws of the State of _________.

5. Marital Property Rights, Spousal Support, and/or Child Support: This Order relates to the provision of [marital property rights] [spousal support] [child support] to the Alternate Payee.

6. Benefit Assignment: This Order assigns to the Alternate Payee [____% OR $________] (but in no event more than 100%) of the Participant’s vested account balance in the Plan as of the Assignment Date (or the closest valuation date thereto) (“Assignment Date”). The “Assignment Date” is .*

* In this blank enter the date of divorce, separation, or other appropriate or agreed upon date. Delete this instruction after filling in the blank.

Any outstanding Participant loan in the Plan shall not be included in the Participant’s vested account balance for purposes of determining the amount to be assigned to the Alternate Payee, and no portion of any such loan shall be assigned to the Alternate Payee. If the Participant’s account balance consists of different sub-accounts and/or is invested in different investment fund options, the benefit assignment to the Alternate Payee shall be allocated on a pro rata basis from such vested sub- accounts and/or investment fund options. The assigned benefit shall be adjusted for gains and/or losses from the Assignment Date through the date that the Plan segregates the Alternate Payee’s assigned benefit from the Participant’s account balance.

7. QDRO Review and Determination Fee: A QDRO review and determination fee will be assessed against the Participant's account balance upon initial review of the DRO. However, once the final QDRO has been approved, the Plan Administrator will reduce the Alternate Payee's assigned share of the benefits by 50% of the fee.

8. Alternate Payee’s Separate Account: Upon determining that this Order is a QDRO, the Plan shall segregate the Alternate Payee’s assigned benefit into a separate account in the Alternate Payee’s name. The Alternate Payee’s account shall be invested in the same options and in the same proportions as the assigned benefits were invested prior to being assigned to the Alternate Payee.

9. Time and Form of Payment: The Alternate Payee may elect to receive a distribution from the Alternate Payee’s account as soon as administratively feasible following the date this Order is approved as a QDRO or, if later, at the earliest date permitted under the Plan or in Code Section 414(p). The Alternate Payee may elect to receive a distribution from the Alternate Payee’s account in any form available to participants and alternate payees generally under the Plan’s provisions other than, if applicable, a joint and survivor annuity with respect to the Alternate Payee and a subsequent spouse. The Alternate Payee shall provide the Plan with any information and forms required to facilitate payment of the Alternate Payee’s account.

10. Participant’s Death: The Participant’s death shall have no impact on the Alternate Payee’s right to the Plan benefits assigned in this Order.

11. Alternate Payee’s Death: If th e Alternate Payee dies prior to complete distribution of the Alternate Payee’s Plan benefits, the Alternate Payee’s remaining Plan benefits shall be distributed to the Alternate Payee’s designated beneficiary(ies) or, in the absence of such designation, pursuant to the Plan’s default beneficiary provisions.

12. Impermissible Benefits: Nothing contained in this Order shall be construed to require the Plan (a) to provide any type or form of benefit, or any option, not otherwise provided under the Plan, (b) to provide 276
i
ncreased benefits determined on the basis of actuarial value, or (c) to pay benefits to the Alternate Payee that are required to be paid to another alternate payee under another order previously determined to be a QDRO.

13. QDRO Determination and Notice: The Participant, Alternate Payee, and/or their representatives shall promptly deliver a copy of this Order to the Plan. As provided in ERISA Section 206(d) and in Code Section 414(p), the Plan shall determine whether the Order is a QDRO and shall provide written notice of such determination to the Participant, Alternate Payee, and, if applicable, their representatives.

14. QDRO Administration and Interpretation: Because this Order is intended to be a QDRO, the Order shall be administered and interpreted consistently with ERISA, the Code, and the Plan’s terms and procedures.

15. Court’s Jurisdiction: The Court shall retain jurisdiction over this Order, including to amend the Order if necessary to conform it to the original intent of the parties and/or to establish or maintain its status as a QDRO.

16. Overpayments: If the Participant receives Plan benefits that are assigned to the Alternate Payee in this Order, or if the Alternate Payee receives Plan benefits that are not assigned to the Alternate Payee in this Order, then the relevant party shall promptly return such overpayment to the Plan.

17. Participant’s Actions: The Participant shall not take any action, or refrain from taking any reasonable action, that can circumvent the intent of this Order, or that can diminish the Alternate Payee’s rights provided in this Order.

18. Delivery of Order: Upon entry of this DRO, any of the parties shall immediately deliver a copy of this DRO to QDRO Consultants. The parties should securely submit a DRO at https://qdros.com/submit.

IT IS HEREBY ORDERED:

Executed on: ________________________

___________________________________
Judge

277
EXH
IBIT A-3:

PERFORMANCE STANDARDS
for the
457(b) Plan and the 401(a) Plan
(Not Applicable to the 457(b) OBRA Plan)

Empower agrees to provide services in accordance with the performance standards stated herein.

In the event Empower does not meet the performance standards listed below, Empower will be given an opportunity to cure such failure. If Empower fails to meet the performance standard in the subsequent quarter, Empower agrees to forfeit revenue for each performance standard not met pursuant to the “Fees at Risk” column below. In no event, however, shall the total amount forfeited by Empower in any given calendar quarter exceed 10% of Empower’s quarterly Basic Plan Administration Fee determined as of the beginning of each calendar quarter based upon the average daily balance of Plan assets during the calendar quarter. For illustrative purposes, the calculation for quarterly revenue placed at risk would be:
[(A*B) *C], in which
“A” is the quarterly Basic Plan Administration Fee for the Plans set forth above on this Exhibit; and
“B” is the average daily balance of Plan assets during the calendar quarter; and “C” equals the lesser of the sum of the percentages attributed to each performance standard not met by Empower for a calendar quarter or 10%.
278
Plan Sponsor &
Participant Service Minimum Service Standard Performance Measurement Fees at Risk Participant Contact
Center Hours of
Availability
Retirement Representatives
available 99% of time during
regular hours of service (8 a.m. to
10 p.m. EST, Monday through
Friday and Saturdays between
9:00 a.m. and 5:30 p.m. EST)
except for closings of NYSE,
holidays and shortened hours
associated with early market close
or holiday eves
Metric provided as part of the
quarterly Empower Service
Level Agreement Report

0.25% of quarterly plan
fees for each 0.1% below
the 99% benchmark with
maximum fee reduction
of 1%
IVR / internet Availability
99% of the time IVR/internet
available excluding regularly
scheduled maintenance
Metric provided as part of the
quarterly Empower Service
Level Agreement Report
1% of quarterly fees
Plan Reporting for Plan
Sponsor
99% of the time reports available
online - updated monthly and
nightly excluding regularly
scheduled maintenance
Metric provided as part of the
quarterly Empower Service
Level Agreement Report
1% of quarterly fees
Distribution of Form
1099R
Delivered prior to January 31 of
each calendar year, excluding
corrected 1099Rs
Metric provided as part of the
quarterly Empower Service
Level Agreement Report
1% of quarterly fees
Participant Statement
Mailing
/ Availability
DC Plan statements mailed and
made available electronically, if
applicable, fifteen (15) Business
Days after quarter-end.

TRS Statements, if selected by
the Plan Sponsor, mailed and
made available electronically, if
applicable, twenty (20) Business
Days after quarter-end.

Twenty (20) Business Days
allowed for first statement coming
out of implementation of new
services.

Metric provided as part of the
quarterly Empower Client
Service Agreement Report
1% of quarterly fees
Disbursements
99% of participant disbursement
requests processed within two (2)
Business Days of completed
requests received in good order.

Transactions must be entered by
4 p.m. EST or close of market due
to shortened hours associated
with early market close / holiday
eves (+3 days applies for all
transactions including company
stock)
Metric provided as part of the
quarterly Empower Service
Level Agreement Report
1% of quarterly fees
279
Plan Sponsor &
Participant Service Minimum Service Standard Performance Measurement Fees at Risk Contribution and Loan
Repayment Processing
Contribution and loan repayment
processing completed within two
(2) Business Days following
confirmation of totals by the Plan
Sponsor (i.e. file that is in good
order). Posting of contributions to
Participant accounts occurs two
(2) Business Days following the
ACH funding release.

Metric provided on the
quarterly Empower Service
Level Agreement Report
1% of quarterly fees
Investment Transfers
99% of investment transfers
processed same Business Day if
participant direction received in
good order by Empower by 4 p.m.

EST, early close time of
investment, or close of market
due to shortened hours
associated with early market close
or holiday eves (excluding
investment transfers involving
company stock)
Executed as part of
automated processes.

Accuracy will be consistent
with minimum service
standard unless otherwise
disclosed.

Reported as part of the
quarterly Empower Service
Level Agreement Report.
1% of quarterly fees
Timeliness of ADP/ACP
testing (Defined
Contribution Plans only)
Within agreed upon timeframe to
meet regulatory guidelines
contingent upon timely receipt of
complete and accurate data from
Plan Sponsor or third parties
Measured against time frame
committed to during annual
compliance meeting
1% of quarterly fees
Timeliness of Form 5500
Audit Package
Preparation
Delivered by deadline mutually
agreed to in the annual
expectations meeting / call;
contingent upon timely receipt of
complete and accurate data from
Plan Sponsor or third parties
Evaluation based on agreed
upon deliverable date 1% of quarterly fees

Empower shall not be liable for the performance standards and the revenue at risk stated herein for failure to meet any of the performance standards as a result of an interruption of any service provided under the Agreement or delayed or defective performance of such service arising out of any Force Majeure Event as described and in accordance with Section 12.7 of the Agreement. Empower shall maintain a reasonable disaster recovery plan and shall use its best efforts to resume services on a normal basis as soon as practicable.

280
S
CHEDULE B:

INVESTMENT ADVISORY & MANAGEMENT SERVICES SCHEDULE

LIST OF PLANS

1. City of Stockton 457(b) Deferred Compensation Plan (“457(b) Plan”) Group Account Number: 772929-01;

2. City of Stockton 401(a) Plan (“401(a) Plan”) Group Account Number: 772933-01 This Investment Advisory and Management Services Schedule (“Schedule”) is entered into by the parties pursuant to the Master Services Agreement between Empower and Plan Sponsor dated July 1, 2023 (the “Agreement”). This Schedule shall be entered into between Empower Advisory Group, LLC, an Affiliate of Empower (hereinafter referred to as “Adviser”) and Plan Sponsor effective as of July 1, 2023 (“Schedule Effective Date”). This Schedule hereby incorporates by reference, and each party agrees to be bound by, the terms of the Agreement. As such, this Schedule forms a separate and independent Investment Advisory and Management Services agreement for the Plan. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. In the event of a conflict between the terms of the Agreement and t his Schedule, this Schedule shall supersede and control, but only with regard to the Services (defined below) rendered by Adviser with respect to the employee benefit plan(s) sponsored by Plan Sponsor. For the avoidance of doubt, the terms of this Schedule will not govern nor have any applicability to other relationships or services between Empower, or any other Empower Affiliate, and Plan Sponsor.

Plan Sponsor is engaging Adviser pursuant to this Schedule to provide investment advisory and analytic Services to certain Participants in the Plan(s) (defined below) for which Empower provides recordkeeping, administrative and other Services for Plan Sponsor as set forth in the Agreement. Plan Sponsor maintains the Plan, and on behalf of itself, as Plan Sponsor, and on behalf of the Plan Administrator of the Plan, has the authority to appoint agents and service providers for the Plan. Plan Sponsor understands that Adviser has selected Morningstar Investment Management, LLC (“Subadviser”) to serve as an independent financial expert pursuant to Department of Labor Advisory Opinion 2001-09A (and any modifications or amendments thereto), to perform investment services including advisory Services and discretionary Managed Account Services, as further described in this Schedule. In consideration of these covenants, mutual representations and agreements contained herein, Adviser and Plan Sponsor agree as follows:

1. DEFINITIONS
“Advisers Act” shall mean the Investment Advisers Act of 1940, as amended.

“Managed Account Participant” shall mean a Participant participating in the Managed Account Service, or its successor service.

“Managed Account Service” shall mean Adviser’s discretionary investment advisory service, as further defined in this Schedule.

281
“O
nline Advice Participant ” shall mean a Participant using the Online Advice Service by accepting Adviser’s online investment service agreement or terms of use.

“Online Advice Service ” shall mean Adviser’s non- discretionary investment advisory service, Online Advice, or its successor, as further defined in this Schedule.

“Opt-out Feature” shall mean a feature of the Managed Account Service selected by the Plan Sponsor through which Participants, designated by the Plan Sponsor, are automatically enrolled in the Managed Account Service, as further defined in this Schedule.

“Participant” shall mean an eligible participant, beneficiary or alternate payee who is eligible for the Services.

“Plan” shall mean the employee benefit plan or plans or other compensation programs or arrangements maintained by Plan Sponsor as listed in this Schedule (as the same may be amended in writing by the parties from time to time). If more than one Plan is covered by this Schedule, any references herein to the Plan shall mean each of the Plans, unless the context requires otherwise.

“Plan Administrator” shall mean the “administrator” of the Plan as that term is defined under Section 3(16)(A) of ERISA and Section 414(g) of the Code, or such comparable person responsible for the administration of the Plan in the event the Plan is not subject to such ERISA or Code provisions.

“Rollout Date” shall mean that date on which Adviser has made all of the Services provided under this Agreement available to Participants.

“Schedule” means this Investment Advisory and Management Services Schedule, including any exhibits (“Exhibits”) attached hereto as of the Schedule Effective Date or hereafter as mutually agreed to in writing by the parties.

“Services” shall mean the specific services with respect to the Plan covered by this Schedule (including the Exhibits attached hereto).

“Subadviser” shall mean Morningstar Investment Management, LLC.

2. SERVICES PROVIDED BY ADVISER

2.1 This Schedule sets forth the terms and conditions pursuant to which Adviser agrees to provide Services with respect to the Plan. The terms and conditions of this Schedule are incorporated by reference into each Exhibit attached hereto, without regard to an express reference therein. Adviser acknowledges and agrees that: (i) it is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, (ii) it is an investment adviser and fiduciary under the Advisers Act and is a fiduciary under ERISA to the extent it provides Services to Online Advice Participants, and (iii) it is an investment adviser and fiduciary under the Advisers Act and is an investment manager (as defined under Section 3(38) of ERISA) to the extent it provides Services to Managed Account Participants.

2.2 The parties specifically agree that no provision of this Schedule or any Exhibit will require Adviser to: (i) provide investment advice to Plan Sponsor or Plan Administrator; (ii) exercise any discretionary authority or discretionary control with respect to the management of the Plan; or (iii) have or 282
ex
ercise any discretionary authority or responsibility in the administration of the Plan, including the selection of the Opt -Out Feature of the Managed Account Service (if applicable). Adviser has no discretion or responsibility to interpret provisions of the Plan or to determine eligibility, participation, or the right to receive benefits under the Plan.

2.3 Adviser shall take appropriate actions and maintain policies and procedures reasonably necessary to ensure Adviser does not engage in any nonexempt prohibited transactions under ERISA in providing Services hereunder. Adviser’s policies and procedures are designed to comply with applicable law, including Department of Labor Advisory Opinion 2001 -09A (and any modifications or amendments thereto), pursuant to which Adviser has delegated certain obligations under this Schedule to Subadviser, as described in Adviser’s Form ADV Brochure.

2.4 Adviser has authorized Empower Financial Services, Inc. (“EFSI”), an Affiliate of Adviser, and its licensed agents and registered representatives who are Empower employees (collectively referred to as “Agents”) to solicit, refer and market Adviser’s Services. In addition to their salary, such Agents may earn bonus compensation based upon engaging plan sponsors to offer EAG’s Services. Other Agents and Adviser representatives may be indirectly compensated through bonus compensation, in addition to their salary, for communication, education and/or assisting Participants to enroll in EAG’s Services.

Compensation paid to Agents or Adviser representatives does not increase the fees paid by the Plan and/or their Participants.

2.5 Nothing in this Schedule is intended to constitute legal or tax advice from Adviser to Plan Sponsor, or to any other party. Plan Sponsor understands that Adviser has not given and may not give legal advice. All issues should be reviewed and discussed with Plan Sponsor’s legal counsel and/or tax adviser.

2.6 Empower’s current Privacy Notice is provided as a part of this Schedule but shall not lessen any of Empower’s obligations regarding Personal Data hereunder.

3. RESPONSIBILITIES OF PLAN SPONSOR

3.1 Plan Sponsor or its designated agents shall be responsible for providing to Adviser accurate data and information necessary to enable Adviser to perform the Services required under this Schedule, including but not limited to, timely and reasonable notification of employer -initiated events, the information, materials, Directions or other data referenced in any Schedule, and the information reasonably requested by Adviser to enable it to comply with federal law concerning Know Your Customer rules under the USA Patriot Act, in such form and at such time as the parties mutually agree. Adviser reserves the right to reject or return any documents, materials, or other information that are unreadable, corrupted, or which Adviser is otherwise unable to process. Plan Sponsor agrees to provide or to assist Adviser in obtaining all Participant data that is necessary to perform its duties under this Schedule, including but not limited to:
date of birth, income, gender, and state of residence. Plan Sponsor acknowledges that timely receipt of appropriate information is a prerequisite to the performance of Adviser’s Services and Adviser shall not be liable for any delay or failure in the performance under this Schedule due to Plan Sponsor’s failure to comply with the information submission deadlines established and communicated to Plan Sponsor by Adviser in a timely manner.

3.2 Plan Sponsor or Plan Administrator shall make all discretionary decisions with respect to the administration of the Plan relative to the Services and shall direct Adviser in accordance with such 283
dec
isions. Plan Sponsor shall be responsible for selecting and monitoring the Investment Options offered through the Plan. In addition, Plan Sponsor agrees, for itself and on behalf of the Plan, that neither Adviser nor Subadviser shall have any authority or responsibility under this Schedule for the selection or monitoring of the Plan’s Investment Options, or the provision of investment advice to Plan Sponsor with respect to the Plan’s Investment Options. Plan Sponsor acknowledges that Empower, as the Plan’s recordkeeper, may facilitate the use and awareness of the Services during the Plan enrollment process or as otherwise requested by Plan Sponsor and Empower’s call center may refer Participants to Adviser’s investment adviser representatives if the call concerns the Plan or their Plan account. Plan Sponsor understands and agrees that, in the event the individual terminates or otherwise un- enrolls from the Managed Account Service, such individual’s account shall remain invested in the Investment Options as selected by the Adviser or Subadviser prior to such termination or un-enrollment and that the individual or Plan Sponsor is responsible for any subsequent changes to the Investment Options.

3.3 Plan Sponsor shall be responsible for deciding whether to implement the Opt-Out Feature of the Managed Account Service and determining which Participants shall be subject to the Opt-Out Feature and direct Adviser with respect to such decisions. To the extent Plan Sponsor designates the Managed Account Service as the default investment for the Plan, Plan Sponsor shall be responsible for selecting an Investment Option for purposes of allocating individual accounts until such time as the Adviser begins management of a Managed Account Participant’s account; provided, however, in the event the individual is not eligible for the Managed Account Service, such individual’s account shall remain invested in the Investment Options selected by the individual or the Plan Sponsor until the individual or Plan Sponsor directs otherwise.

3.4 Under the terms of this Schedule, Plan Sponsor appoints Adviser as an investment adviser or investment manager, as applicable. As an investment manager, Plan Sponsor Directs Adviser, without limitation, to initiate with Empower buys, sells, reallocations or other investment transactions and to calculate installment distributions, if applicable, under the Plan for Managed Account Participants. Plan Sponsor acknowledges and agrees that each Managed Account Participant will acknowledge Adviser at the time of participation in the Managed Account Service. Any Managed Account Participant enrolled in the Managed Account Service through the Opt -Out Feature or Plan default process will be deemed, by and through the Plan Sponsor, to have so acknowledged Adviser by the Managed Account Participant’s continued participation in the Managed Account Service after the applicable deadline by which such Participant was required to have declined participation in the Managed Account Service. Plan Sponsor understands and acknowledges that: (i) Adviser does not effect investment transactions and that investment transactions will be effected by the appropriate party or agent chosen by the Plan Sponsor, including the Plan’s trustee or custodian; (ii) Adviser will communicate, through Empower, information to initiate the investment transactions to such parties; and (iii) Empower will make available to Adviser the investment transaction information related to the investment allocations directed by Adviser. Plan Sponsor also agrees that transactions initiated by Adviser on behalf of Managed Account Participants shall not be subject to any Plan limitations or corporate policy restrictions, such as blackout periods (other than a blackout period applicable to all Managed Account Participants at the same time), preclearance requirements, or other transaction restrictions, unless required by law.

3.5 Plan Sponsor acknowledges and agrees that it has received and read the supplemental Adviser’s Form ADV Brochure as required by Rule 204-3 of the Advisers Act.

3.6 Plan Sponsor understands and agrees that the Plan’s Investment Options shall be held by 284
a
custodian or trustee duly appointed by Plan Sponsor. Except with respect to the fee deduction described in Section 4 of this Schedule, nothing contained herein shall be deemed to Direct Adviser to take or receive physical possession of any of the assets of the Plan or to confer custody of such assets upon the Adviser within the meaning of Rule 206(4)-2 of the Advisers Act. Adviser does not have any proxy voting or other execution powers under the Plan, the Services, this Schedule or otherwise. Plan Sponsor has designated a person or persons other than Adviser to vote proxies with respect to the Plan’s Investment Options.

3.7 Adviser shall be entitled to rely upon and act upon any instruction, certification, or Direction received (whether in writing, orally, by telephone, voice response system, fax or other teleprocess, or by other electronic means or other medium, including internet or e- mail transmission, acceptable to Adviser) from any person Adviser reasonably believes to be so authorized to provide such Direction. Adviser shall have no duty to inquire or to question the accuracy or completeness of any data or Direction provided to it.

3.8 Plan Sponsor represents that the Plan is qualified under Section 401(a) of the Code, where applicable, that the Plan Administrator has been duly appointed under the Plan, and that the person executing this Schedule is authorized to do so. Plan Sponsor shall be responsible for maintaining the Plan’s documents, including any amendments thereto based upon design modifications, for determining operational compliance of the Plan with Plan documents, and, where applicable, for ensuring that the Plan is qualified under Section 401(a) of the code and its related trust is tax-exempt under Section 501(a) of the Code. Plan Sponsor will notify Adviser promptly if Plan Sponsor should learn of any facts or of any regulatory action or prospective action which may result in the Plan ceasing to be qualified, where applicable, under Section 401(a) of the Code. Plan Sponsor acknowledges that while Adviser may possess and consult a copy of the Plan, trust agreement or related document(s), the possession or consultation of those documents shall not alter or expand Adviser’s responsibilities under this Schedule. If the Services will be offered in a non-qualified plan, Plan Sponsor has reviewed the form of payment of Adviser’s fees and determined that it is appropriate given the design and operation of the non-qualified plan.

4. FEES & CHARGES

4.1 Adviser shall be entitled to compensation for the Services it provides in accordance with the fee provisions set forth in Exhibit B -1 attached hereto. Fees will be deducted from the Plan’s trust or other funding vehicle, charged to Participant accounts, or invoiced to the Plan Sponsor as elected in the applicable Schedule or as directed by Plan Sponsor. Plan Sponsor shall be responsible for determining that fees paid are reasonable expenses of administering the Plan.

4.2 Plan Sponsor acknowledges and agrees the Managed Account Service fees will be deducted directly from Managed Account Participant accounts in arrears. Plan Sponsor Directs Empower to collect these fees on behalf of Adviser and to deduct fees from Managed Account Participant accounts in accordance with the Service elections and fees described in Exhibit B-1 attached hereto.

4.3 Adviser may provide additional services pursuant to Direction from the Plan Sponsor. Any fees for such additional services will be agreed upon by Adviser and the Plan Sponsor prior to the provision of additional services.

5. PRIVACY
Adviser acknowledges that it is a “financial institution,” within the meaning of Regulation S -P, Privacy of Consumer Financial Information, issued by the Securities and Exchange Commission (“Reg S -P”) along 285
w
ith the GLBA and other applicable federal and state laws. Adviser acknowledges and agrees that it receives Personal Data which constitutes “personally identifiable financial information,” within the meaning of Data Protection Laws. Adviser has adopted a Privacy Notice, which will apply to Personal Data, that may be amended from time to time.

6. FIDUCIARY INDEMNIFICATION
In addition to the Liability & Indemnification provision set forth in Section 9 of the Agreement, Adviser shall also indemnify the Plan Sponsor from Damages to the extent resulting from Adviser’s breach of its fiduciary duties under ERISA with respect to the Services as described in this Schedule.

7. TERM & TERMINATION

7.1 Term . Either party may terminate this Schedule with ninety (90) days written notice to the other party of its intent to terminate unless terminated in accordance with the applicable provisions of Section 7.2 of this Schedule.

7.2 Termination. This Schedule shall terminate automatically in the following circumstances:

7.2.1 Either party notifies the other of that it has determined in good faith that the Schedule is not consistent with its fiduciary duties under ERISA or applicable federal or state law; or

7.2.2 The Agreement or the Recordkeeping Services Schedule between Plan Sponsor and Empower terminates or expires; or

7.2.3 The agreement between Adviser and Subadviser terminates or expires and Adviser is unable to contract with a suitable replacement to serve as a Subadviser.

7.3 Effect of Termination. As of the effective date of the termination of this Schedule, Adviser will terminate Participant access to the Services and cease providing any Services to Participants. Plan Sponsor will notify Participants, including Online Advice Participants and Managed Account Participants, of the termination as soon as practicable. Adviser may assist Plan Sponsor in notifying Participants, Online Advice Participants and Managed Account Participants regarding the termination of Services; provided, however, to the extent Plan Sponsor requests such assistance, Adviser reserves the right to charge Plan Sponsor all reasonable fees, costs or expenses incurred by Adviser in connection with the provision of such assistance. Termination of the Schedule does not relieve Plan Sponsor or Managed Account Participants of their respective obligations, if any, to compensate Adviser for Services rendered through the effective date of such termination. If applicable, Adviser shall reimburse Plan Sponsor or Participants for any prepaid amounts that relate to the provision of Services after the effective date of termination.

8. AGENTS
Plan Sponsor acknowledges that Adviser has delegated certain of its obligations to Subadviser and that Adviser reserves the right, in its sole discretion, to replace Subadviser upon reasonable prior notice to Plan Sponsor. In the event, the Subadviser terminates its agreement with the Adviser and provides advance notice to the Adviser, Adviser will notify the Plan Sponsor of such change as soon as reasonably practicable.

If the Subadviser replacement is deemed unsatisfactory by the Plan Sponsor, the Plan Sponsor may terminate this Schedule at any time in accordance with Section 7. Adviser represents that Subadviser is not affiliated with Adviser or Empower and that Adviser has entered into an agreement with Subadviser that 286
i
ncludes representations that the Subadviser: (i) is registered with the Securities and Exchange Commission as an investment adviser under the Advisers Act, and (ii) will maintain the required federal or state investment advisory registrations that permit it to perform its obligations under its agreement with Adviser, and (iii) will act, at all times in providing the methodology and software for Adv iser’s Services, in conformity with the requirements imposed upon Subadviser as an Subadviser under Department of Labor Advisory Opinion 2001-09A (and any modifications or amendments thereto), to the extent applicable to the Services.

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

To Adviser:

Ken Verzella (or successor)
VP, Participant Advisory Services
Empower Advisory Group, LLC
8515 East Orchard Road
Greenwood Village, CO 80111

with a copy to:

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

[Signature page follows]

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By
signing this Schedule, the parties certify that it’s to be to be executed by their respective duly authorized officers as of the Schedule Effective Date.

By signing this Schedule, Plan Sponsor acknowledges receipt of the discretionary and non- discretionary investment advisory fees disclosed in this Schedule, and the parties certify they have read and understood it, they agree to be bound by its terms, and they have the authority to sign it . Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures reasonably believed to be genuine on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. This Schedule is not binding on either party until signed by both parties.

EMPOWER ADVISORY GROUP, LLC

Plan Sponsor: City of Stockton

___________________________________
Signature

Ken Verzella _____________________
Printed Name

___________________________________
Printed Name

Vice President, Participant Advisory Services
Title

___________________________________
Title

___________________________________
Date Signed

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EXH
IBIT B-1:

DISCRETIONARY INVESTMENT ADVISORY AND NON- DISCRETIONARY SERVICES

The parties agree that the Services under this Schedule will commence upon a date as directed by the Plan Sponsor and mutually agreed to by the parties, as administratively and operationally feasible.

1. GENERAL DESCRIPTION OF SERVICES

1.1 Adviser provides a full suite of discretionary and non- discretionary investment advisory services to eligible Participants as selected by the Plan Sponsor. Such services may include set -up services, communications, reporting, investment recommendations, and initiation of investment transactions, subject to the terms and conditions of the Schedule and this Exhibit, as the same may be amended in writing by the Parties from time to time.

1.2 As part of its Services, Adviser provides Participants access by telephone to the telephone call center (investment adviser representatives available from 7:00 a.m. to 8:00 p.m. Central Time, Business Days), and Adviser shall provide Participants, and designated representatives of Plan Sponsor, web access to Plan and Participant account information, subject to periodic maintenance and system availability.

2. SERVICE ELECTIONS

2.1 Managed Account Service.

2.1.1 As further described in Adviser’s Form ADV Brochure, the Managed Account Service provides discretionary advisory services, consisting of personalized portfolios created by Subadviser based upon the Investment Options available in the Plan, to Managed Account Participants.

The Managed Account Service allocates enrolled Participant accounts to personalized portfolios, and automatically rebalances portfolio allocations if Adviser believes rebalancing to be appropriate.

2.1.2 Unless otherwise agreed to by the parti es, Adviser will construct portfolios using the Plan’s core Investment Options (“ Core Investment Options ”), which are those Investment Options selected for use in the Plan by Plan Sponsor that provide investment choices under the following asset categories: Fixed Income/Cash, Bond, Large Cap, Small/Mid Cap, and International.

2.1.3 Core Investment Options do not include any employer stock alternatives or self - directed brokerage option alternatives. Unless the Plan Sponsor restricts Adviser from selling employer stock held in an account managed by Adviser, Adviser will liquidate employer stock held in an account that Adviser manages. The Plan must select and at all times maintain Core Investment Options that cover the broad asset categories in order to utilize the Managed Account Service and the Online Advice Service.

Managed Account Participants may further customize their portfolio by providing additional information to Adviser by phone or online and such information shall be considered by Subadviser to determine portfolio recommendations for the Managed Account Participant. Adviser shall periodically review and rebalance the Managed Account Participant’s portfolio.

2.1.4 A Managed Account Participant may cancel his or her participation in the Managed Account Service by calling Adviser’s representative or through the website. Upon a Managed Account Participant terminating participation in the Managed Account Service, the Managed Account Participant is 289
s
olely responsible for the investment of his or her Plan account.

2.1.5 While this Schedule assumes that enrollments of Participants will be performed primarily on an “opt-in” basis such that Participants must voluntarily enroll in the Services described herein, the Plan Sponsor may also desire that Adviser’s Services be implemented for a selected group of Participants on an “opt-out” basis, pursuant to Plan Sponsor’s Direction to Adviser. These opt -out events may occur at the time when the Plan begins receiving recordkeeping services from Empower, or on some other occasional or periodic basis. This Section 2 will refer to the group of Participants designated for opt- out enrollment as “Enrolling Participants.”

2.1.5.1 For the Managed Account Service, Plan Sponsor designates the Participants, identified below, as eligible to be automatically enrolled in the Managed Account Service unless a Participant opts out of enrollment.

______Plan Sponsor Directed Enrollments (Qualified Default Investment Alternative (QDIA)/Default Investment and/or Opt-Out Campaign Feature)

Plan Sponsor designates the following Participants to be enrolled in the Managed Account Service:
______ All eligible Participants
______ All Participants newly eligible for Plan enrollment (QDIA/Default investment) ______ Only Participants hired on and after [insert date] ______ Other [describe eligible population]

2.1.6 Adviser or Empower will notify Enrolling Participants of their automatic enrollment into the Managed Account Service at least two times. At least one enrollment notification will take place in advance of the automatic enrollment to give Enrolling Participants adequate opportunity to assess whether to opt-out of the enrollment process. Each Enrolling Participant actually enrolled in the Managed Account Service will be sent materials confirming Managed Account Service enrollment by Adviser shortly after enrollment processing.

2.1.7 Enrolling Participants may elect not to participate in the Managed Account Service through the methods described in enrollment notifications provided to Participants, such as by calling Adviser to opt -out, or by declining enrollment through Adviser’s internet interface. Additionally, if a Participant has made a financial or investment election on their account after enrollment notification, but prior to the automatic enrollment process into the Managed Account Service, the Participant will not be enrolled.

2.1.8 In the event that Enrolling Participants are automatically enrolled when the applicable Plan converts onto the recordkeeping platform provided by Empower, Enrolling Partici pants’ accounts will become actively managed by the Managed Account Service shortly after assets are transferred from the prior recordkeeper. For the short period between asset transfer from the prior recordkeeper until Adviser can assume active management of the account, Enrolling Participants’ accounts will be invested in similar investments as were held at the prior recordkeeper, pursuant to mapping Directions received by the Plan Sponsor. Once conversion to the recordkeeping platform is complete, Enrolling Participants may cancel their enrollment in the Managed Account Service at any time by completing the cancellation form available online or by calling Adviser at the Plan’s existing toll or toll -free customer service number.
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2 .1.9 In the event the Plan Sponsor Directs Adviser to enroll Participants on an opt -out basis after the initial transition of the Plan to the Empower recordkeeping platform, Adviser may offer a free period for the Managed Account Service, under which no Managed Account Service fees will be assessed to Enrolling Participants within sixty (60) days following enrollment date.

2.1.10 Data requirements for Enrolling Participants.

2.1.10.1 Subject to the information below, if Adviser does not have required indicative data for an Enrolling Participant, the Enrolling Participant will not be enrolled into the Managed Account Service.

2.1.10.2 Plan Sponsor may provide Adviser with default data for use in processing enrollments for Enrolling Participants, and in advising Participant accounts. If Plan Sponsor provides Direction to use default data, such as income assumptions, Plan Sponsor agrees that use of such default data is consistent with Adviser’s execution of its fiduciary responsibility in providing investment advice to Participants.

2.1.10.3 Gender Assumption. If gender information is missing on any Participant, Plan Sponsor Directs Adviser to default gender assumption to female, unless Plan Sponsor otherwise Directs Adviser, for purposes of processing Managed Account Service enrollment.

2.1.10.4 Date of Birth. If a Participant's date of birth is beyond the mortality tables used by the independent financial expert, or the Participant’s date of birth provided to Adviser is invalid, the Participant will not be eligible to be enrolled into the Service.

2.2 Online Advice Service. Adviser shall provide access to the Online Advice Service to Participants. For the Online Advice Service, Adviser shall provide non -discretionary advisory services, consisting of investment recommendations created by Subadviser based upon the Investment Options available in the Plan, to Online Advice Participants. Online Advice Participants shall be responsible for implementing the investment recommendations. Beyond the initial recommendation, Adviser is not responsible for providing additional investment recommendations or the management of an Online Advice Participant’s account. The Online Advice Service is only available through websites supported by Empower and Subadviser. Managed Account Participants are not eligible for the Online Advice Service while participating in the Managed Account Service.

3. COMMUNICATION AND ONGOING MAINTENANCE

3.1 Enrollment. Participants can enroll in the Managed Account Service through an online website (accessed through the Plan’s participant website or enrollment site), Adviser’s investment adviser representatives or by returning an enrollment form.

3.2 Ongoing Communications.

3.2.1 Communication and ongoing mai ntenance includes monitoring the use of Services, forms, web site, and group meetings.

3.2.2 As part of a Participant’s enrollment in the Managed Account Service, the Participant will receive the Managed Account Service welcome kit shortly after enrollment. The Participant 291
w
ill receive an annual kit shortly after their birthday. Each kit provides the participant an update on their account and reaching their retirement goals. Standard materials may include a discussion of Services in enrollment/education materials, print/email communications specific to the Services, on the website, and/or in personalized Participant materials. Additional or custom Participant communications materials may be used by Adviser and may be paid for by Adviser, Empower or the Plan Sponsor. Such additional or custom communications may include targeted marketing techniques based upon participant demographical and/or account data (including but not limited to age, income, deferral rates, current investment elections) to identify Participants who may benefit from participation in the Managed Account Service.

4. ADVISORY AND PORTFOLIO MANAGEMENT SERVICES FEES

Managed Accounts per Participant Annual Fee

Account
Balance
Managed Account
Annual Fee
First $100,000 of account balance 0.45 %
Next $150,000, up to $250,000 account balance 0.35 %
Next $150,000, up to $400,000 account balance 0.25 %
Amounts greater than $400,000 0.15 %

For example, if a Participant’s account balance subject to the Managed Account Service is $50,000, the fee is 0. 45% of the account balance. If the account balance subject to the Managed Account service is $500,000, the first $100,000 will be subject to a fee of 0.45%, the next $150,000 will be subject to a fee of 0. 35%, the next $150,000 will be subject to a fee of 0. 25%, and amounts over $400,000 will be subject to a fee of 0.15%.

5. ADDITION OF NEW PLANS

Tax-deferred plans not listed at the top of this Schedule B that are added to Plan Sponsor’s program after the Effective Date will not be included in this Agreement, and will be subject to additional fees.

6. LIMITATIONS AND INVESTMENT OPTION CHANGES

Services will have limited capabilities for purposes of enrollment, rebalancing or reforecasting for up to ten (10) business days following changes to the investment option lineup. Other functionality will be available during this time. Adviser and Subadviser need to conduct a new analysis of the available Investment Option array to accommodate these changes. This analysis will take approximately 10 business days, during which time, Online Investment Advice, and the Managed Account Service will not be available for Participant use.

Once the analysis is complete, Online Investment Advice and the Managed Account Service will once again be available.

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EXH
IBIT B-2:

EAG ADV BROCHURE

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301

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City of Stockton
Legislation Text
File #: 23-0334, Version: 1

AUTHORIZE THE PURCHASE OF MOTOROLA RADIOS FOR NEW AND EXPANDED

PROGRAMS UTILIZING THE COOPERATIVE PURCHASING AGREEMENT WITH THE HOUSTON -GALVESTON AREA COUNCIL

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

2. Authorize the City Manager to exercise available options to extend the term of the Agreement by written amendment, not to go beyond the term stated in the COOP fully executed amendment;

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

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

Summary
Four departments use radio equipment as the primary source for mission critical communication:

Police (PD), Fire (FD), Municipal Utilities (MUD), and Public Works (PW). The Information Technology (IT) Department is responsible for the administration of the City's radio system licensing, infrastructure, subscriber units (portable and mobile radios), and maintenance.

This is a new contract for additional purchases of radios for new or expanded program objectives resulting in an increase to the City's total inventory. The benefit of approving this contract is that it provides discounted rates for citywide purchases, streamlines the process for both the vendor and the City, and increases the transparency of radio program expansion at a citywide level through a single contract.

The total expenditure authority requested is for an estimated amount of $410,000 through FY 2023-

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File #: 23-0334, Version: 1

DISCUSSION
Background
The City owns and operates a private radio communication system utilized by PD, FD, MUD and PW.

The primary function of this system is for public safety communication, ensuring Police Officers and Firefighters have radio communication capabilities among individuals, vehicles, and dispatch/command centers.

The City has utilized Motorola radio equipment to support Public Safety for over 30 years. Motorola Solutions offers exclusive options and features that our first responders must have to ensure their safety. As part of the overall radio system, the City maintains nearly 1,600 subscriber radios, including portable (handheld or worn by the employee) and mobile radios (installed in vehicles).

The IT Department manages the City of Stockton's radio program, per City Administrative Directive

14.03. Management of the program consists of the administration of the City's radio system licensing, infrastructure, subscriber units (portable and mobile radios), and maintenance.

The IT Department recently implemented an annual request process for new and expanded radio programs to streamline processes, provide discounted rates, and increase transparency of radio program expansion at a citywide level through a single contract. Impacted departments provided estimates of additional radios needed above the already established radio count (see Table 1), from now until June 30, 2024.

Table 1: Established Radio Count
Description Units
Portable radios 973
Mobile radios 608
Total Units 1,581
Departments are responsible for providing a funding source for the initial purchase, after which new radios are added to the IT Department's managed replacement lifecycle and to the rate recovery process managed through the Technology Internal Service Fund.

This request from the departments will be repeated annually going forward. This additional planning will allow the City to create efficiencies for radio-user departments and provide transparency for total program growth.

Present Situation
Radio-user departments are requesting additional radios for new and expanded program objectives which will result in an increase to the City's total radio inventory and IT-managed lifecycle replacement program (see Table 2), for an estimated initial cost of $410,000.

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File #: 23-0334, Version: 1
Table 2 - Additional Radios Requested through FY 2023-24 Dept. Description Proposed Accounts FY 2022-23 FY 2023-24 Total FD 4 portable radios 4020-000-800004-100-00-
20-40-000-000
$40,000 $40,000
FD 3 portable radios; 1
mobile radio
4520-000-800007-300-30-
45-000-000, F022002-
CON
$39,081 $39,081
FD Software update/flash
8 mobile radios
4020-000-630002-200-202
-20-40-000-000-
$14,000 $14,000
PD 30 portable radios ARPA funding: PARP102 -
EQPACQ
$185,283 $185,283
PD 8 Mobile Radios 3514-323-650008-260-262
-20-35-000-000
$62,646 $62,646
Contingency $35,751 $35,751
TOTAL $322,761 $87,239 $410,000
FD requests seven portable radios for additional and anticipated new firefighting positions. Each on- duty firefighter is required to have a portable radio assigned to them. It's a critical piece of equipment when a firefighter is separated from their crew and must communicate the need for assistance (i.e., lost or entrapped in a structure fire). FD has received additional funding through Eastside Fire Protection District to add additional Firefighter positions at Station 12. FD is also seeking to add additional firefighters to daily staffing levels through Measure W funds. FD applied for a SAFER grant to fund two-person squads at Stations 9 and 11 and an additional Firefighter on Engine 7.

Three additional portable radios and one mobile radio are also being requested by FD for the newly re-opened Fire Station No. 1 and to support backup alerting.

For the request of software flash updates to 8 mobile radios, FD received a grant award of 14 mobile radios for fire apparatus through a San Joaquin County grant. Each radio must be upgraded with a software flash to activate the necessary encryption features, over-the-air re-keying, and provision updates. The department will have flashed six by the end of FY22/23 and will need to flash eight more upon receipt.

PD requests 30 portable radios. PD is well below the industry standard for spare radios of 10% of their needs. Spare radios are needed to cover needs while radios are being serviced and to loan to allied agencies when participating in joint operations, both planned and emergencies. This radio purchase will bring the SPD closer to 10% of their total, while also having radios for volunteers, Chaplains, Sentinels, VIPS, and Cadets, during special events.

PD also requests eight mobile radios needed for newly purchased vehicles, two Watch Commander Vehicles and two Explosive Ordnance Disposal Vehicles.

MUD and PW do not have any current requests.

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File #: 23-0334, Version: 1
The IT Department further recommends a small contingency as shown in Table 2 above to accommodate configuration and other changes. A total purchase authority for additional Motorola radios in the amount of $410,000 is requested through FY 2023-24.

Findings
Stockton Municipal Code section 3.68.070 provides for an exception to the competitive bidding requirement in those cases where facts exist that support and justify the exception. Specifically, paragraph 5 of subdivision A of section 3.68.070 provides for an exception for those contracts where the City accesses the terms of a competitively bid and negotiated cooperative purchasing agreement.

Below are proposed findings which, if adopted by Council, constitute sufficient grounds for making such an exception:

1. The HGAC has established a cooperative purchase agreement with Motorola, Inc., to allow for pooling of various agencies' purchasing volume to directly reduce the cost of radio systems.

By purchasing radio goods and services under the cooperative purchase agreement, the City will realize discounted rates for citywide purchases.

2. The bid specifications used by the HGAC have been assessed by the Administrative Services Department's Procurement Division as compatible with the City of Stockton standards with regards to the formal process, lowest pricing, awarded contract, and language allowing public agencies to avail of such process and pricing.

3. Motorola equipment has been the standard for Public Safety radios for Stockton and San Joaquin County for more than 30 years.

FINANCIAL SUMMARY
The Cooperative/Piggyback Purchase Agreement with H-GAC and Motorola Solutions, Inc. is for the purchase of additional radios for new and expanded department programs for an estimated amount of $410,000 through FY 2023-24.

All purchases made from this agreement will be funded through department accounts and projects listed in Table 2 above and will not exceed budget authority approved for FY 2022-23 or future budgets approved through the annual budget process. After the initial acquisition, equipment will be added to the IT Department's equipment lifecycle replacement process and managed through the Technology Internal Service Fund (ISF) 510.

The estimated, ongoing annualized rate for lifecycle replacements of new equipment purchased from this agreement is approximately $55,000 per year, with an annual increase of approximately $17,200 to the General Fund (see Table 3).

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Table 3 - Account Numbers for ISF Replacement Rate
Description Accounts for ISF Rate Total Lifecycle Annualized Rate
4 portable radios (FD) 4020-000-620004-100-
000-20-40-000-000-
$40,000 7 $5,714
3 portable radios; 1 mobile
radio (FD)
4020-000-620004-100-
000-20-40-000-000-
$39,081 7 & 10 $5,372
Software update/flash 8
mobile radios (FD)
4020-000-630002-200-
202-20-40-000-000-
$15,000 10 $1,500
30 portable radios (PD) 3514-000-620004-100-
115-20-35-000-000-
$185,283 7 $26,469
8 Mobile Radios (PD) 3514-000-620004-100-
115-20-35-000-000-
$62,646 10 $6,265
Contingency As needed $35,751 7 $5,107
TOTAL $410,000 $55,033
Attachment A - Cooperative Purchase Agreement with Motorola and H-GAC Attachment B - Motorola Quotes
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COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:

1. Cooperative/Piggyback
Name:

Houston-Galveston Area Council (H-GAC)

2. Contractor: Motorola Solutions, Inc.

3. Cooperative Agency
Agreement Name and
Agreement Number:

H-GAC– Motorola Solutions, Inc., - Public Services
– RA05-21, ID 7290

4. Cooperative Agency Initial
Agreement Term:

Start Date: August 1, 2021
End Date: July 31, 2023

5. Cooperative Agency’s
Agreement-Options to
extend:

One (1) additional one (1) year option to renew.

6. Cooperative Agency
Amended Term:

N/A

7. Cooperative Agency
Remaining Options to
Renew:

One (1) year option to renew

8. City of Stockton
Cooperative Purchase
Agreement Term:

Start Date: upon execution
End Date: July 31, 2023

9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:

Not to Exceed $410,000 for the term of the
Agreement.

AGREEMENT
The City of Stockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced H-GAC Cooperative Agreement – Motorola Solutions, Inc., - Public Services – RA05-21, ID 7290 (“COOP”) as such may be amended from time to time. The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A and Contractor's Communication System and Services Agreement ("CSSA") which operates as the End User agreement under Article 2 of the H-GAC Cooperative, is incorporated as Exhibit C to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).
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Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.

1. Agreement Term: The Term of this Agreement shall remain in effect upon execution through July 31, 2023 unless terminated earlier by the City. If the Cooperative/Piggyback Agency extends the COOP with Contractor by a written amendment, the City has the option to extend the term of this Agreement by written amendment not to go beyond the term stated in the COOP fully executed amendment.

Per Article 2 of the H-GAC Special Provisions, "the term of the EUA may exceed the term of the current H-GAC Master Agreement."

2. Insurance and Hold Harmless: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A, Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof, obtain and maintain at least all the insurance requirements listed in attached Exhibit B.

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, for personal injury, death, or direct damage to tangible property to the extent they are caused by the negligence of contractor or its officers, agents, or employees in rendering services under this contract. City will cooperate with Contractor in its defense or settlement of any claim or suit. This Section sets forth the full extent of Contractor’s general indemnification of City from liabilities that are in any way related to Contractor’s performance under this Agreement. The indemnification obligations of this section shall survive the termination of this Agreement.

3. Compensation: City and Contractor do hereby enter into this Agreement for Radio Communication equipment, goods and services available in the above-named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached CSSA Exhibit C. Payment to the Contractor during the term of this Agreement shall not exceed $410,000 for the purchase of Radio Communication equipment, goods and services unless mutually agreed to between the City and Contractor. Any person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.

4. 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. Deliverables must conform with 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.

This Agreement may be amended only by a written amendment, consistent with the COOP, signed by Contractor and City.
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CITY OF STOCKTON
Harry Black, City Manager
MOTOROLA SOLUTIONS, INC.

By:

Signature
ATTEST: Print name
Title:

Eliza R. Garza CMC, City Clerk
APPROVED AS TO FORM:

City Attorney,
[If Contractor is a corporation, signatures must
comply with Corporations Code §313]
By:

Signature
Print name
Title:

Michael DeBenedetti
VP MSSI and Dir. of Sales
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EXHIBIT A
321
H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Motorola Solutions, Inc. - Public Services - ID: 7290

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City Council and Concurrent AuthoritiesJune 13, 2023

City Council and Concurrent Authorities
June 13, 2023