City Council and Concurrent Authorities
August 22, 2023

Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No. 9 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 d. A supervisor or manager who receives a complaint of
prohibited conduct is required to take the complaint seriously, and report the matter immediately to the department head; be supportive of the complainant; ensure there is no retaliation against the complainant; conduct an internal fact-finding review into the allegations; obtain as much detailed information as possible; thoroughly document the findings; communicate in written form to the parties the resolution of the complaint; and report to and consult with the Human Resources Department promptly, without delay.

B. Confidentiality. The City will make every effort to protect the privacy and confidentiality of all parties involved, as well as any information and/or documentation obtained, to the extent possible consistent with a thorough investigation.

C. Penalty for Non-Compliance. The City shall take disciplinary action, up to and including discharge, against any supervisor or manager who fails in his/her responsibility to take immediate action in response to an employee's or non-employee's complaint of discrimination or harassment. Further, such disciplinary action shall be taken against a supervisor or manager who fails to stop discriminatory or harassing conduct committed in his/her presence or to stop such conduct about which the supervisor or manager has knowledge.

V. INVESTIGATION PROCEDURES
A. Determination of Responsibility for Investigation
If a formal complaint is filed with the department head or the Director of Human Resources (or either of their designees), the department head and the Director of Human Resources shall consult with one another to determine whether the department or Human Resources shall conduct the fact-finding investigation into the allegations. Either the department head or the Director of Human Resources (or either of their designees), depending on who is

Subject:

8. CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR�15 Page No. 10 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassmenl Investigative Procedures) revised from 2/15/93 responsible for the investigation, shall issue written notification to the complainant and alleged harasser(s). The notification shall specify the nature of the complaint, and inform the parties that an investigation into the allegations of discrimination and/or harassment shall be conducted.

Investigative Guidelines
The investigation shall include the following steps taken in the order best suited to the circumstances:

1. Identify and preserve the evidence.

2. Confirm the name and position of the complainant. Interview the complainant.

3. Allow the complainant the opportunity to place the complaint in writing.

4. Obtain the identity of the alleged harasser(s).

5. Obtain as many details as possible regarding the incident(s) that prompted the complaint, including the number of occurrences, dates, times, locations, and witnesses (if applicable).

6. Ascertain how the complainant felt about the alleged incident when it occurred; complainant's response(s) to the alleged behavior; and witness statements (if applicable).

7. Ascertain if any threats or promises were made in connection with the alleged harassment.

8. _Ascertain if the complainant knows of or suspects that there are other victims of harassment by the same person(s).

9. Ascertain whether the complainant has spoken to anyone, especially

Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR�15 Page No. 11 of 14

DISCRIMINATION AND
HARASSMENT POLICY Effective Date: Revised From:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-Oi 5 (Sexual Harassment in the Workplace) revised from i0/2i/94, 5/i/95, i/i/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 supervisors, about the harassment.

10. Ascertain what resolution would be acceptable to the complainant.

11. Interview the alleged harasser to get his or her side of the story, including any possible motivation for a false allegation.

12. Interview witnesses who were identified by the complainant regarding the alleged harasser or other persons identified during the investigation.

13. Interview witnesses who were identified by the alleged harasser or other persons identified during the investigation.

14. Advise all participants that the investigation is "confidential" and not to engage in any retaliatory conduct, as such conduct is subject to disciplinary action up to and including discharge. Confidentiality will be maintained to the extent possible. An individual who is interviewed during the course of an investigation is prohibited from discussing the substance of the interview, except as otherwise directed by a supervisor or the Director of Human Resources. Any individual who discusses the content of an investigatory interview will be subject to discipline or other appropriate sanction.

15. Conduct follow-up interviews, if warranted.

16. Prepare report of findings and discuss with management and designated legal staff.

VI. RESPONDING TO THE COMPLAINT
A Following the completion of the fact-finding investigation, either the department head or the Director of Human Resources (or either of their designees), depending on who is responsible for the investigation, shall

Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAG ADMINISTRATIVE DIRECTIVE
Directive No. HR-15 Page No.12 of 14

DISCRIMINATION AND
Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment In the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 make a report of findings, along with a recommendation regarding the appropriate remediai action to be taken, if warranted. The recommendation shall be made after reviewing the findings of the investigation, giving consideration to all factual information, the nature of the alleged conduct, and the totality of the circumstances. If the investigation was conducted by the Director of Human Resources, or designee, the Director, or designee, shall confer with the affected department head and both shall concur on the remedial action to be taken, if any. If the investigation was conducted by the department head, the department head shall confer with the Director of Human Resources prior to making the report of findings and both shall concur on the remedial action to be taken, if any.

B. If either the department head or the Director of Human Resources does not concur with the findings and recommendation of the other, the City Attorney (or designee) shall review and resolve the matter in dispute.

C. Report of findings and recommendation shall be treated as a confidential document and no other distribution shall be made without first consulting with the City Attorney's Office. A completed investigation report will not be disclosed, except as it is deemed necessary to support a disciplinary action, to take remedial action, to defend the City in adversarial proceedings, or to comply with the law or court order.

D. Either the department head or the Director of Human Resources (or either of their designees), depending on who is responsible for the investigation shall provide a written response to the complainant and the person alleged to have committed the misconduct, discrimination and/or harassment. The response shall include a copy of the City's discrimination and harassment policy and a memorandum indicating the City's determination as to whether the complaint is:

1. 2.

Unsustained: The investigation failed to disclose sufficient evidence to substantiate the allegation(s).

Unfounded: The investigation proved that the act(s) or omission(s)

Subject:

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Directive No. HR"15 Page No. 13 of 14
DISCRIMINATION AND Effective Date: Revised From: HARASSMENT POLICY 7/27/09 5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 complained of did not occur. The finding also applies when the individual employee(s) named in the complaint were not involved in the act(s) or omission(s) alleged.

3. Sustained: The investigation disclosed sufficient evidence to substantiate the allegation(s) made in the complaint; appropriate action will be taken.

E. Details regarding any specific fact-findings or disciplinary action to be taken will not be communicated to the complainant. The City Attorney shall review the response for legal sufficiency before dissemination.

F. The City shall close and retain the investigation file, in accordance with applicable laws, regulations, and City policy regarding retention of City records.

VII. DISCIPLINE
Disciplinary action imposed as a result of any investigation conducted pursuant to this policy shall be commensurate with the severity of the offense, up to and including discharge, even for a first offense.

VIII. ALTERNATIVE REMEDIES
If upon exhausting all internal remedies to file, investigate, and respond to a charges of discrimination/harassment, pursuant to title VII of the Federal Civil Rights Act of 1964 (42 U.S.C §§ 2000e et seq.), any person has a right to file a charge of discrimination/harassment with the Equal Employment Opportunity Commission ("EEOC"). In addition, pursuant to the California Fair Employment and Housing Act (Gov. Code §§ 12900 - 12996.) a person may also file a complaint of discrimination/harassment with the California Department of Fair Employment and Housing ("DFEH"). Employees or non-employees who believe that they have been subjected to discrimination/harassment may file a complaint with either of these

CITY OF STOCKTON, CALIFORNIA

CITY MANAGER ADMINISTRATIVE DIRECTIVE
Subject: Directive No. HR-15 Page No. 14 of 14

DISCRIMINATION AND
Revised From: HARASSMENT POLICY Effective Date:
7/27/09
5/1/2015 4/6/09
3/1/2010
(see below)
PER-015 (Sexual Harassment in the Workplace) revised from 10/21/94, 5/1/95, 1/1/98 PER-037 (Sexual Harassment Investigative Procedures) revised from 2/15/93 agencies. Both the EEOC and DFEH serve as neutral fact-finders and attempt to assist parties in resolving disputes voluntarily.

IX. COMMUNICATION OF POLICY
This policy shall be provided to all managers, supervisors, employees, volunteers, unpaid interns, agents or contractors of the City and shall be posted in the appropriate places. All employees shall participate in City approved harassment awareness training as directed by management or Human Resources; and all supervisors, as required by law, shall participate in City approved interactive harassment awareness training and education sessions at least once every two years, or as otherwise specified by law.

APPROVED:
��SON

CITY MANAGER
::ODMA\GRPWISE\COS.PER.PER_Library:96180.1

BOND FOR FAITHFUL PERFORMANCE
KNOW ALL MEN BY THESE PRESENTS:

Bond No. 30194765
Premium: $1,686.00
Premium is for contract te rm and is subject
to adjustm ents based on final contract
pric e.

That we, GRAHAM CONTRACTORS, INC., a STATE OF CALIFORNIA CORPORATION, as Principal and _
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ny ____________ _ _______ , a corporation, organized and existing under the laws of the State of south Dakota and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, as obligee, in the just and full sum of THREE HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED AND 00/100 DOLLARS ($366,600), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to the said CITY, the said Principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

The condition of the foregoing obligation is such that the above bounded Principal has simultaneously entered into a contract with the CITY, to do and perform the following work, to wit:

LOCAL STREET RESURFACING PROGRAM FY 2022-23 SB1 - CRACK SEALING (PROJECT NO. WD23003)
NOW, THEREFORE, if the above bounded Principal, CONTRACTOR, Company or
Corporation or its subcontractor, shall well and truly perform the work contracted to be done under said contract, then this obligation to be null and void; otherwise to remain in full force and effect.

No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract, or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY, and no forbearance on the part of the said CITY shall operate to relieve any Surety or Sureties from liability on this bond, and consent by said Surety is hereby given, and the said Surety hereby waives the

provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

SIGNED AND SEALED on ----------------- June 29, 2023
Graham Contractors, Inc.

APPROVED AS TO SURETY: s�d� = PRINCIPAL Graham, President Western Surety Company
SURETY
APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY
By:-----------

DEPUTY CITY ATTORNEY

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of Nevada
County of Washoe
On __ &....,__+-/ ..... 2"'-q__.__1-/ ...... 2=Q"'-· """'2--_?.L....- before me, John P. Bills, Notary Public ( ( (insert name and title of the officer)
personally appeared Breanna Boatright
who proved to me on the basis of satisfactory evidence to be the person(s:) whose name(s) is/:mxe:
subscribed to the within instrument and acknowledged to me that NBl/she/�executed the same in IDis/her/tbootauthorized capacity(:m), and that by msiher/tbeilcsignature(s) on the instrument the person(s), or the entity upon behalf of which the person(�) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature __ �---- ------- (Seal)
1r�L�� JOHN P. BILLS {,.e'"
k ' STATE OF NEVADA ,•·-<. · 'f)' ·
·.·� NOTARY PUBLIC �L ¾."L .' 1-\PPT. No. 22-7622-02 . MY APPT. EXPIRES MARCH 25, 2026

Western Surety Company

POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint
John Hopkins, Steve Williams, Joseph H Weber, Bill Rapp, Tony Clark, Renee Ramsey, Elizabeth Collodi, Phil Watkins, Mindy Whitehouse, John J Weber, Jason March, Matthew Foster, Sara Walliser, Jennifer Lakmann, Breanna Boatright, Jessica Monlux, Deanna Quintero, Samantha Watkins, Brad Espinosa, Paula Senna, Pam Sey, Kathleen Le, Sharon Smith, Kevin Scofield, Individually of Chico, CA, its true and lawful Attomey(s)-in-Fact with filll power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts -
and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed.

This Power of Attorney is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation.

In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 9th day of March, 2023.

State of South Dakota
County of Minnehaha

WESTERN SURETY COMPANY
t0'�""'• Vice Presideol
On this 9th day of March, 2023, before me personally came Paul T. Brutlat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to I ike authority, and acknowledges same to be the act and deed of said corporation.

My commission expires
March 2 2026
! ................................................ t
: M. BENT : $�NOTARY PUBLIC�$
,�SOUTH DAKOTA�z
, ,
................................................

CERTIFICATE
/Yl. � M. Bent, Notary Public
I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By-Law of the corporation printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this 29th day of June, 2023.

WESTERN SURETY COMPANY
Fonn F4280-7-2012
Go to www.cnasurety.com >Owner/ Obligee Services> Validate Bond Coverage, if you want to verify bond authenticity.

Authorizing By-Law

ADOPTED BY THE SHAREHOLDERS OF WESTERN SURETY COMPANY
This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by the shareholders of the Company.

Section 7. All bonds, policies, undertakings, Powers of Attorney, or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, and Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or agents who shall have authority to issue bonds, policies, or unde11akings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation.

The signature of any such officer and the corporate seal may be printed by facsimile.

A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT
State of California )
)
County of Santa Clara )
On June 30, 2023 before me, Tony D. Gulbraa, Notary Public, personally appeared David Graham who proved to me on the basis of satisfactory evidence to be the person($') whose name(1) is/are subscribed to the within instrument and acknowledged to me that he/s19e/U,ey executed the same in his/1:ler/theiF- authorized capacity(�, and that by his/1:ieFltAeir signature(Jil1 on the instrument the person(.g), or the entity upon behalf of which the person(,s') acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _:l_wu+---.Jl-1 u A)._· -c _h_:Lt_h_ftt_t'l__,_ TONY D. GULBRAA
Notary Public • California
Santa Clara County �
Commission# 2346155
y Comm. Expires Feb 10, 2025
(Seal)
***************************************OPTIONAL********************************************************* (Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.) Description of Attached Document
Title or TYPe of Document: _______________________ _
Document Date: _____________ _ Number of Pages: ______ _ Signer(s) Other Than Named Above: ____________________ _ Capacity(ies) Claimed by Signer
Signer's Name: ___________________________ _
□ Individual
□ Corporate Officer-Title(s): ______________________ _
□ Partner -- □ Limited □ General
□ Attorney in Fact
□ Trustee
□ Guardian or Conservator
□ Other: _________________ _
Signer is Representing: _____________ _
Right Thumbprint of Signer Above

BOND FOR LABOR AND MATERIAL
KNOW ALL MEN BY THESE PRESENTS:

That we, GRAHAM CONTRACTORS, INC., a STATE OF CALIFORNIA CORPORATION, as Principal and , corporation,
organized and existing under the laws of the State of and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto the City of Stockton, a municipal corporation, duly created and existing under and by virtue of the laws of the State of California, and unto any and all material suppliers, persons, companies, or corporations furnishing materials, provisions, provender or other supplies used in, upon, for or about the performance of the work contemplated to be executed or performed under the contract hereinafter mentioned, and all persons, companies, or corporations renting or hiring teams, or implements of machinery, for or contributing to said work and all persons who perform work or labor upon the same, and all persons who supply both work and materials, and whose claims have not been paid by the contractor, company or corporation in the just and full sum of THREE HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED AND 00/100 DOLLARS ($366,600), in lawful money of the United States of America (being 100% of the contract price) for the payment whereof well and truly to be made to said CITY and to said persons jointly and severally, the said principal and Surety bind themselves, their successors and assigns, jointly and severally, firmly by these presents.

The condition of the foregoing obligations is such that the above bounden Principal has simultaneously entered into a contract of even date herewith, with the CITY, to do and perform the following work, to-wit:

LOCAL STREET RESURFACING PROGRAM FY 2022-23 SB1 – CRACK SEALING (PROJECT NO. WD23003)
NOW, THEREFORE, if the above bounden Principal, CONTRACTOR, Company or Corporation or its subcontractor, fail to pay for all materials, provisions, provender, or other supplies, or teams, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, the Surety on Bond No.30194765
Premium is included in performance
bond and is subject to adjustments
based on final contract price.

EXHIBIT 2 1583
this bond will pay the same, in an amount not exceeding the sum specified in this bond, provided that any and all claims hereunder shall be filed and proceedings had in connection therewith as required by the provisions of Division 3, Part 4, Title 15, Chapter 5, Article 1 of the Civil Code of California, provided that in case suit is brought upon this bond, a reasonable attorney's fee shall be awarded by the Court to the prevailing party in said suit; said attorney's fee to be fixed as costs in said suit, and to be included in the judgment therein rendered.

No prepayment or delay in payment and no change, extension, addition or alteration of any provision of said contract or in said plans or specifications agreed to between the said CONTRACTOR and the said CITY and no forbearance on the part of the said CITY shall operate to relieve any surety or sureties from liability on this bond, and consent to make such alterations without further notice to or consent by any such surety is hereby given, and the said sureties hereby waive the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

SIGNED AND SEALED on ---------------------'- June 29, 2023 APPROVED AS TO SURETY:

APPROVED AS TO FORM & CONTENT:

LORI M. ASUNCION

OFFICE OF THE CITY ATTORNEY
By:-----------

DEPUTY CITY ATTORNEY
Graham Contractors, Inc.

Graham, President
Western Surety Company
SURETY
By: -
Breanna Boatright,ATTORN EY-1 N-FACT

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of Nevada
County of Washoe
On -�(e .............. i2_CJ_,/_2w_�l�?-before me, John P. Bills, Notary Public I (insert name and title of the officer)
personally appeared Breanna Boatright
who proved to me on the basis of satisfactory evidence to be the person(s:) whose name(s) is/axe:
subscribed to the within instrument and acknowledged to me that illR/she/�executed the same in IDis/her/tbaiJrnuthorized capacity(m), and that by msiher/N:Nm:signature(s:) on the instrument the person(s), or the entity upon behalf of which the person(�) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
(Seal)
<.
�
/;",::_�-, JOHN P. BILLS
·. ,:., .� ;_ NOTARY PUBLIC (
.Jl�) }� STATE OF NEVADA \;-CL/ ·,•� APPT. No. 22-7622-02 '<"-'.! ' MY APPT. EXPIRES MARCH 25, 2026

Western Surety Company

POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint
John Hopkins, Steve Williams, Joseph H Weber, Bill Rapp, Tony Clark, Renee Ramsey, Elizabeth Collodi, Phil Watkins, Mindy Whitehouse, John J Weber, Jason March, Matthew Foster, Sara Walliser, Jennifer Lakmann, Breanna Boatright, Jessica Monlux, Deanna Quintero, Samantha Watkins, Brad Espinosa, Paula Senna, Pam Sey, Kathleen Le, Sharon Smith, Kevin Scofield, Individually of Chico, CA, its true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts -
and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed.

This Power of Attorney is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation.

In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 9th day of March, 2023.

State of South Dakota
County of Minnehaha

WESTERN
�fla<,

SURETY COMPANY
Viee Prnsidem
On this 9th day of March, 2023, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Siow< Falls, State of South Dakota; that he is the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation.

My commission expires
March 2 2026
. ............ -................................ .
f M. BENT i
j�HOTARY PUBLIC�: ,�SOUTH DAKOTA�,
, ,
............................................... ♦

CERTIFICATE
M. Bent, Notary Public
I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By-Law of the corporation printed on the reverse hereof is still in force. In testimony whereof! have hereunto subscribed my name and affixed the seal of the said corporation this 29th day of June, 2023.

WESTERN SURETY COMPANY
Fonn F4280-7-20t2
Go to www.cnasurety.com >Owner/ Obligee Services> Va.lidate Bond Coverage, if you want to verify bond authenticity.

Authorizing By-Law

ADOPTED BY THE SHAREHOLDERS OF WESTERN SURETY COMPANY
This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by the shareholders of the Company.

Section 7. All bonds, policies, undertakings, Powers of Attorney, or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, and Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or agents who shall have authority to issue bonds, policies, or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation.

The signature of any such officer and the corporate seal may be printed by facsimile.

A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT
State of California )
)
County of Santa Clara )
On June 30, 2023 before me, Tony D. Gulbraa, Notary Public, personally appeared David Graham who proved to me on the basis of satisfactory evidence to be the person(.81 whose name(l) is/are subscribed to the within instrument and acknowledged to me that he/&R€/they executed the same in his/�r authorized capacity�)
, and that by his/�r signature(,8')
on the instrument the person(�, or the entity upon behalf of which the person'8') acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature :J'!;jf) i;Jdw,,�
TONY O. GULBRAA
Notary Public • California
Santa Clara County �
Commission# 2346155
y Comm. Expires Feb 10, 2025
(Seal)
***************************************OPTIONAL********************************************************* (Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.) Description of Attached Document
Title or Type of Document: _______________________ _
Document Date: _____________ _ Number of Pages: ______ _ Signer(s) Other Than Named Above: ____________________ _ Capacity(ies) Claimed by Signer
Signer's Name: ___________________________ _
D Individual
D Corporate Officer- Title(s): ______________________ _ D Partner -- D Limited D General
D Attorney in Fact
D Trustee
D Guardian or Conservator
D Other: __________________ _
Signer is Representing: _____________ _
Right Thumbprint of Signer Above

City of Stockton
Legislation Text
File #: 23-0488, Version: 1

ADOPT RESOLUTION TO APPROPRIATE AFFORDABLE HOUSING AND SUSTAINABLE

COMMUNITIES FUNDING TO MULTIPLE PROJECTS AND AWARD A PROFESSIONAL

SERVICES CONTRACT FOR THE CHANNEL STREET IMPROVEMENTS PROJECT

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

1. Appropriate funds from Affordable Housing and Sustainable Communities to multiple projects:
a. $1,585,132 to the Channel Street Improvements, Project No. WT22053. b. $202,020 to the Channel Street Corridor Improvements, Project No. WT23031. c. $1,000,000 to the Stockton Safe Routes to School Safety and Connectivity Improvements, Project No. WT19005.

2. Award a Professional Services Contract to Siegfried Engineering, Inc. of Stockton, CA, in the amount of $131,000, for design of the Channel Street Improvements, Project No. WT22053.

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

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

Summary
Affordable Housing and Sustainable Communities (AHSC) funding has been made available to three separate projects as part of the Grand View Village affordable housing project sponsored by Visionary Home Builders:
· Channel Street Improvements
· Channel Street Corridor Improvements
· Stockton Safe Routes to School Safety and Connectivity Improvements Staff recommends that Council adopt a resolution to appropriate AHSC funding to the Channel Street Improvements, Channel Street Corridor Improvements, and Stockton Safe Routes to School Safety and Connectivity Improvements projects.

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File #: 23-0488, Version: 1
On January 13, 2022, the City advertised a Request for Proposals (RFP) for design of the Channel Street Improvements project. On February 10, 2022, two firms submitted proposals for this project.

The Selection Committee evaluated the proposals and found Siegfried Engineering, Inc. of Stockton, CA, to be the more qualified and higher ranked firm.

Staff further recommends that Council adopt a resolution to award a Professional Services Contract in the amount of $131,000 to Siegfried Engineering, Inc. for design services of the Channel Street Improvements project. It is anticipated that the design will be completed by spring 2024. The project will then be advertised for construction bids, with overall project completion anticipated by the end of 2024.

DISCUSSION
Background
On November 1, 2018, the Strategic Growth Council (SGC) and California Department of Housing and Community Development (HCD) made available approximately $395 million in funding for the AHSC Program. The AHSC Program is administered by SGC and implemented by the HCD. The AHSC Program provides grants and/or loans to projects that will achieve greenhouse gas emission reductions, provide affordable housing, and benefit disadvantaged communities. All applications for the funding were submitted by February 11, 2019.

Visionary Home Builders proposed to construct the Grand View Village Project which includes affordable housing and office/retail space. The project includes construction of a new building located along the south side of Miner Avenue between Hunter Street and San Joaquin Street, with the goal of bringing affordable housing to an underutilized area of Downtown Stockton. The project will also improve sidewalks, transit stops, and install trees to encourage active transportation. Grand View Village is anticipated to be complete this calendar year.

As part of the grant application, Visionary Home Builders requested $7,750,000 of Sustainable Transportation Infrastructure and $925,000 of Transportation-Related Amenities improvements. The transportation improvements include: bicycle facilities, raised medians, landscaping, parklets, sidewalk improvements, crosswalk improvements, and targeted tree planting.

Visionary Home Builders was awarded the ASHC grant funding for the Grand View Village project.

On September 6, 2022, the City entered into a Disbursement Agreement with Visionary Home Builders for the Sustainable Transportation Infrastructure and Transportation-Related Amenities improvements (Attachment A). The total amount of $2,787,152 in AHSC grant funds will be reimbursable for three projects:
· Channel Street Improvements - This project will include $1,585,132 in ASHC funding for curb, gutter, sidewalk, landscaping, bulb-outs, street lighting, and bicycle facilities along Channel Street from Stanislaus Street to Hunter Street, and portions of San Joaquin Street and Hunter Street (Attachment B). The City of Stockton is the lead for delivery of this project.

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· Channel Street Corridor Improvements - This project will include $202,020 in ASHC funding for curb, gutter, sidewalk, landscaping, bulb-outs, street lighting, and bicycle facilities along Channel Street from Aurora Street to Stanislaus Street, and portions of Aurora Street, Grant Street and Stanislaus Street (Attachment A). The San Joaquin Regional Rail Commission is the lead for delivery of this project and the City of Stockton is a partner that will provide construction oversight and administration.
· Stockton Safe Routes to School Safety and Connectivity Improvements - This project will include $1,000,000 in ASHC funding for improving safety and expanding connectivity to six high priority elementary/middle and high schools located citywide: Huerta Elementary, Lincoln Elementary, Spanos Elementary, Van Buren Elementary, Westwood Elementary, and Edison High School. The project will install high visibility crosswalks, rectangular rapid flashing beacons, traffic signage, bicycle lanes, traffic signal modifications, sidewalks, and curb ramps.

The City of Stockton is the lead for delivery of this project and the design is currently underway.

Present Situation
On January 13, 2022, the City advertised an RFP for design of the Channel Street Improvements, Project No. WT22053. On February 10, 2022, two proposals were received from the following firms:
· Siegfried Engineering, Inc. (Stockton, CA)
· CSG Consultants (Sacramento, CA)
The Selection Committee comprised of Public Works’ staff evaluated and ranked the proposals based on each firm’s understanding of work, experience with similar kinds of projects, staff qualifications, technical ability, project approach, cost, and local preference.

Siegfried Engineering, Inc. received the higher ranking, based on the noted criteria, and was determined to be the more qualified and higher ranked firm for this project. Staff negotiated a fee in the amount of $131,000 with Siegfried Engineering, Inc. for design of the Channel Street Improvements project. The negotiated fee is approximately 8.3 percent of the estimated project cost, which is reasonable for a project of this type and complexity.

Staff recommends that Council adopt a resolution to award a Professional Services Contract in the amount of $131,000 to Siegfried Engineering, Inc. for design services of the Channel Street Improvements, Project No. WT22053. It is anticipated that the design will be completed by spring 2024. The project will then be advertised for construction bids, with overall project completion by the end of 2024.

Findings
Pursuant to Stockton Municipal Code (SMC) section 3.68.070, Council may approve findings which support an exception to the competitive bidding process. These findings include:

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1. The City does not have sufficient staff resources to perform the design required for this project.

2. Use of the RFP process is appropriate for this Professional Services Contract because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest.

3. The City negotiated a contract following the solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

FINANCIAL SUMMARY
The following appropriations will provide sufficient funding to award a Professional Services Contract in the amount of $131,000 to Siegfried Engineering, Inc. for the Channel Street Improvements project.

1. Appropriate funds in the amount of $1,585,132 from the AHSC funds to the Channel Street Improvements, Project No. WT22053, Account No. 4510-000-800007-300-000-30-45-000-000.

2. Appropriate funds in the amount of $202,020 from the AHSC funds to the Channel Street Corridor Improvements, Project No. WT23031, Account No. 4510-000-800007-300-000-30-45- 000-000.

3. Appropriate funds in the amount of $1,000,000 from the AHSC funds to the Stockton Safe Routes to School Safety and Connectivity Improvements, Project No. WT19005, Account No. 4570-000-800007-300-000-30-45-000-000.

There is no impact to the City’s General Fund or any other unrestricted fund as a result of taking the recommended actions.

Attachment A - AHSC Disbursement Agreement
Attachment B - Vicinity Map
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AHSC DISBURSEMENT AGREEMENT
THIS AHSC DISBURSEMENT AGREEMENT (the "Agreement") is made and entered into as of 9 / (o , 2022, between the City of Stockton, a Municipal Corporation to the State of California (CITY), and Visionary Home Builders of California, Inc., a California nonprofit public benefit corporation (Developer), and collectively with CITY, the "Parties", or individually, a "Party"), upon the basis of the following facts, understanding and intentions of the parties:

RECITALS
WHEREAS, The State of California, the Strategic Growth Council (SGC) and the Department of Housing and Community Development (HCD) issued a Notice of Funding Availability dated November 1, 2018 (the "AHSC NOFA"), under the Affordable Housing and Sustainable Communities (AHSC) Program established under Division 44, Part 1 of the Public Resources Code, commencing with Section 75200; and
WHEREAS, Developer applied for AHSC funds in response to the AHSC NOF A to provide funding for (A) construction of the Grand View Village housing project in City of Stockton (the "Housing Project"); (B) the construction of certain sustainable transportation infrastructure along Miner A venue, Channel Street, El Dorado Street, Center Street, San Joaquin Street, and Hunter Street (the "STI Transpo1iation Obligations"); and (C) the construction of certain transportation related amenities (the "TRA Transportation Obligations" and collectively, the "Transportation Obligations"). These Transportation Obligations are described in more detail in the Final Application (Exhibit A) submitted to the HCD and in the standard agreement dated January 19, 2021 (Exhibit B),; and
WHEREAS, The AHSC Application seeks an award to the Developer in an amount of $2,787,152 in AHSC grant funds for the purpose of reimbursing the cost of the STI Transportation Obligations; and $25,000 of AHSC grant funds for the purpose of reimbursing the cost of the TRA Transportation Obligations. The AHSC grants shall be refened to collectively as the "AHSC Grants"; and
WHEREAS, CITY and Developer are entering into this Agreement to provide for the reimbursement of CITY by Developer for work performed by CITY in constructing the Transportation Obligations.

WHEREAS, CITY acknowledges and agrees that the inability or failure by CITY to fully and timely complete the Transportation Obligations required by the AHSC Documents may affect the timing and right of the Developer to receive disbursement of AHSC funds due the Developer notwithstanding the Developer's full and timely performance of its obligations.

NOW, THEREFORE, in consideration of the recitals, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT
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ATTACHMENT A 1593

1. Obligations. CITY shall, in its sole responsibility, complete the Transportation Obligations in accordance with the terms of the AHSC Documents and the approved design and construction documents and in accordance with the terms of this Agreement. CITY will provide the Developer with copies of all requisitions for work related to the Transportation Obligations, the notice of completion, and other documents related to the Transportation Obligations that HCD or another party may reasonably request.

2. Schedule of Performance; Progress Reports. City shall comply with the schedule of performance attached hereto as Exhibit C, and set forth in the AHSC Documents (the "Schedule of Performance"), provided, however, CITY shall not be obligated to comply with any changes to the Schedule of Performance included within the AHSC Documents unless CITY has consented to such changes. CITY agrees to provide Developer with a written quarterly status report on CITY' s progress toward the milestones listed in the Schedule of Performance. If any Party anticipates not meeting the targeted construction and grant disbursement milestones as established in the AHSC Documents, that Party will promptly notify the other Party in writing and will meet with the other Party to discuss the reasons why the milestone dates may not be met and what actions the delayed party intends to take to meet the milestones or otherwise rectify the work schedule in order to maintain good standing with the terms and conditions established in the AHSC Documents.

3. Delegation. Notwithstanding the obligations of CITY under this Agreement, CITY shall be entitled to enter into sub-agreements with Developer or with other parties to provide any assistance or services needed for CITY to perform its obligations under this Agreement and the AHSC Documents.

4. Disbursement of AHSC Grant Funds. Developer and CITY acknowledge and agree that the AHSC Grants for the Transportation Obligations shall be reimbursed directly to Developer from HCD. CITY shall submit to Developer all draw requests for AHSC Grant funds for the costs associated with the Transportation Obligations and Developer shall timely submit such requests to HCD and immediately disburse to CITY such funds as and when received from HCD. CITY shall apply any such proceeds received to pay the expenses submitted in connection with the draw request. Failure of the Developer to timely submit CITY draw requests to HCD or to immediately disburse any funds received from HCD for the Transportation Obligations to CITY shall be a default under this Agreement and shall excuse CITY from performance of the Transportation Obligations.

5. Further Assurances. CITY and the Developer recognize that each party may need additional assurances from the other party regarding the AHSC Grant, including assurances for lenders and investors. The parties agree to cooperate with each other to reach mutual agreement on amendments to this Agreement or estoppel certificates necessary to provide reasonable assurances and indemnifications. The Developer recognizes that any such amendments to this Agreement, Implementation Agreements or estoppel certificates may require City Council approval.

6. Developer Step In Rights.

ATTACHMENT A 1594
(a) The Parties each acknowledge and agree that the inability or failure by CITY to fully and timely complete the Transportation Obligations required by the AHSC Documents may affect the timing and right of the Developer to receive disbursement of AHSC Grants or AHSC Loan funds notwithstanding Developer's full and timely performance of its obligations. If, at any time, the Developer determines in its reasonable discretion that CITY is not, or may not, be able to comply with the Schedule of Performance or its obligations hereunder, Developer shall have the right, but not the obligation, to step in and take over the performance of the Transpo1iation Obligations, by delivering written notice to CITY ("Work Takeover Notice"). (b) CITY shall meet with Developer within fifteen (15) business days of Developer delivering the Work Takeover Notice (the "Discussion Period") to discuss the cooperative steps to be taken by each Party for Developer to complete the Transportation Obligations in accordance with the Schedule of Performance. CITY hereby acknowledges and agrees that Developer's right to step in and take over the performance of the Transportation Obligations shall be effective after the expiration of the Discussion Period, without the necessity of any further notice or action by either party.
( c) If Developer takes over the performance of the Transportation Obligations under this Section 6, then from and after the expiration of the Discussion Period the following provisions shall apply:
(i) Developer shall be entitled to prepare and submit all draw requests for AHSC Grant funds and apply such proceeds to pay invoices for such work. (ii) Developer shall be responsible for the performance and completion of the Transportation Obligations in accordance with the terms of the AHSC Documents and in accordance with CITY's requirements for public works contracts and construction.
(iii) Within five (5) business days following expiration of the Discussion Period, CITY shall fully and unconditionally assign to Developer all of CITY' s rights and benefits under the design and construction documents, any and all contracts, and any and all permits and approvals related to the Transportation Obligations, and shall cooperate with commercially reasonable diligence with Developer's efforts to complete the Transportation Obligations. (iv) Within five (5) business days following expiration of the Discussion Period, CITY shall fully and unconditionally assign to Developer all of CITY' s rights and benefits with respect to any and all funds which would have been available to and used by CITY to complete the Transportation Obligations. (v) The terms of any assignment described in this Section 9( c) shall be reasonably acceptable to both CITY and Developer. CITY shall be solely responsible for obtaining any third-party consents or approvals necessary to implement the provisions of this Section 9( c ), including but not limited to approvals of architects, contractors, and funding sources.

ATTACHMENT A 1595

7. Notices. Formal notices, demands, and communications between the parties shall be sufficiently given if, and shall not be deemed given unless, dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the parties as follows:

CITY: City of Stockton
22 E. Weber Avenue, Room 301
Stockton, CA 95202
Public Works Director
To Developer: Visionary Home Builders of California, Inc., 315 N. San Joaquin Street
Stockton, CA 95202
Attn: Carol Ornelas

8. Events of Default. The occurrence of the following event shall constitute an Event of Default under this Agreement:

A Party fails to perform any of its obligations under this Agreement, and does not cure such failure within 30 days after written notice of such failure has been delivered to the defaulting party in accordance with Section 7 above.

9. Termination. This Agreement shall terminate upon the earlier of: (i) completion of the all obligations under the AHSC Documents related to the Transpo1iation Obligations; or (ii) mutual agreement of the parties hereto.

10. Third Party Beneficiary. The VCOR Limited Partnership shall be a third party beneficiary of this Agreement and shall be entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party to this Agreement.

11. Housing Project Lender's Rights. CITY hereby acknowledges and approves the assignment by Developer and the Partnership to the Housing Project's senior lender ("Construction Lender") of all of their respective right, title and interest in, to and under the Agreement (the "Collateral") as collateral security for the Partnership's obligations to Construction Lender under, and in connection with Construction Lender's loan to the Partnership. In the event Construction Lender forecloses upon the Collateral, CITY hereby agrees that Construction Lender shall have all of Developer's rights and interests under the Agreement. Construction Lender is hereby made an express third party beneficiary of this Section 11, and the parties hereto shall not amend, modify or terminate the Agreement without Construction Lender's express written consent.

12. Indemnity. It is mutually understood and agreed, relative to the reciprocal indemnification of the Developer and CITY:
(a) That neither Developer, nor any officer or employee thereof shall be responsible for, and CITY shall fully defend, indemnify, and hold harmless Authority against ATTACHMENT A 1596
any damage or liability occurring by reason of anything done or omitted to be done by CITY under the Agreement. It is also fully understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and hold the Developer harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by CITY under this Agreement or in connection with any work, authority, or jurisdiction delegated to CITY under this Agreement. (b) That neither City, nor any officer or employee thereof shall be responsible for, and Developer shall fully defend, indemnify, and hold harmless CITY against any damage or liability occurring by reason of anything done or omitted to be done by the Developer under the Agreement. It is also fully understood and agreed that, pursuant to Government Code Section 895 .4, the Developer shall fully defend, indemnify and hold the CITY harmless from any liability imposed for injury as defined by Government Code Section 810.8 occurring by reason of anything done or omitted to be done by the Developer under this Agreement or in connection with any work, authority, or jurisdiction delegated to the Developer under this Agreement.

13. Miscellaneous.
(a) Nothing in this Agreement shall be construed to limit any claim or right which any Party may otherwise have at any time against an Indemnitor or any other person arising from any source other than this Agreement, including any claim for fraud, misrepresentation, waste, or breach of contract other than this Agreement, and any rights of contribution or indemnity under any federal or state environmental law or any other applicable law, regulation, or ordinance.
(b) If any Party delays in exercising or fails to exercise any right or remedy against a Party, that alone shall not be construed as a waiver of such right or remedy. All remedies of any Party against the other Party are cumulative. ( c) This Agreement shall be binding upon and inure to the benefit of each of the Parties hereto and their respective representatives, heirs, executor, administrators, successors, and assigns. This Agreement may not be amended except by a written instrument executed by the Parties hereto.
( d) This Agreement shall be deemed to have been delivered and accepted in the State of California and governed exclusively by the internal substantive laws of the State of California as the same may exist at the date hereof. The Parties hereto hereby agree that any action hereon between the parties hereto and their successors in interest may be maintained in a court of competent jurisdiction located in the CITY of Stockton, and consent to the jurisdiction of any such California court for the purposes connected herewith. ( e) Except as otherwise provided herein, each Party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the Parties hereto.
(f) This Agreement may be executed in multiple counterpart copies, any one of which when duly executed, with all formalities hereof, shall be fully binding and effective as the original of this Agreement.

ATTACHMENT A 1597
(g) This Agreement shall be effective as of the date first written above, provided however that in the event that the parties do not receive an award of the AHSC Financing, this Agreement shall automatically terminate and be of no further force or effect. [Signatures on following page]
ATTACHMENT A 1598
Each of the undersigned hereby executes this Agreement in the spaces provided below to evidence their respective agreement to the terms of this Agreement.

City:

City of Stockton
By:

Name: Harry Bu.,vJ,.,,.__
City Manager
Developer:

ATTEST:

City Clerk
APPROVED AS TO FORM:

By: __________ _

LORI ASUNCION
City Attorney
ATTACHMENT A 1599

ATTACHMENT A

EXHIBIT A
11 proposing muttlple distinct STI Capita I Projects, provide delall for each Project In separate budgets below. Amounts from each budget wlll autosum at the bottom. The sum will be used to detennlne the total STI funds requested and cost cap,

I ALL FUNDING SOURCES
Cost Category AHSC STI Measure K MeasureK Measure K Active Comments Smart Growth Local Streets Rall Transit Transportallo Sources Total Grant lnconllvo and Roads Funds n Program STI BUDGET #1 �Bike Improvements (El Dorado end Center Street.a) PA & ED {Environmental) $4,200 $30,800 $35,000
Plan Specffica1ion and Es1imates 568,931 $652,159 $741,090 Other: so
so so $93,131 so $682,959 so so so so so $776,090
Righi of way support costs so
SHe or right of way acquisition for Cap. Improvement Project so Other. so
so so so so so so so so so so so
Clearing and Grubbing so
DemaUlion so
Grading so
SoilStabiliza\ion(Lime.etc.) so
EroslanM'eed Conlrol so
Dewatering so
Other: so
so so so so so so so so so so so
Sanitary Sewer so
Irrigation so
Slorm Drain so
Detention Basin/Culverts so
Other. so
so so so so so so so so so so so
Aggrega!eBase so
Asphalt Pavement $200,000 533,361 5244,641 $478,002
Sldewa(k, Curb andGulter $66,240 $485,760 $552,000
Streetlights $15,360 $112,640 $128,000
Striping/Barricades (Bicycle Facilities) 5800,000 $33,000 5242,000 $1,075,000 Signage $6,000 $44,000 $50,000
Crossing and Traffic Signal<; 5103,908 5762,000 $865,908 Roundabouts, median islands or curb extensions $36,000 $264,000 $300,000 Other traffic calming surface improvements so
Other: so
01her: so
$1,000,000 so $293,869 so $2,155,041 so so so so so $3 44B 910 Striping/Barricades (for dedicated bus lanes) so
Sidewalk. Curb and Gut1er so
Streetlights so
Signage so
Signaling Prioritization Technobgy so
Boarding infrastruc1ure so
Seating/Benches so
Bus/T ransitSheltern so
Vehicles so
Other ITS Technology so
Other: so
Other: so
so so so so so so so so so so $0
Urban Greening so
Other. so
Other: so
$0 so so so $0 so so $0 so so $0
Applicant: Provide Name of Impact Fee so
Applicant: Provide Name of Impact Fee so
so so so so so so so so so so so
Employee Reporting so
Other. so
Other: so
so so so so so so so so so so so
Other. so
Other: so
so so so so so so so so so so so
Total STI #1 Budgeted Project Costs $1,000,000 so $387,000 so $2,838,000 so so so so so $4,225,000 Explain unusual or extraordinary circumstances that have resulted in higher than expected project costs; provide a juslificalion as to why these ca sis are reasonable.

STI BUDGET #2 • Blke, Pod and Tree Plnntlng hlprovomonts (San Joaquin, Channel and Hunter Streets) PA & ED (Env!ronmental) 522,769 $22,769
Plan Specification and Estimates $109,847 $109,847
Other. so
$132,616 so so so so so so so so so $132,616
Right ofwaysupportcosts so
Sile or right of way acquisition for Cap. Improvement Project so Other: so
so so so so so so so so so so so
Clearing and Grubbing so
Oemorilion $92,000 $92,000
Grading S26,950 $26,950
Soil Stabilization (Lime. etc.) so
ErosionM'eed Control S16,500 $16,500
Oewatering so
Traffic Control, Survey Monument Preservation $114,000 $114,000 $249,450 so so so so so so so so so $249,450
Sanitary Sewer so
Irrigation so
Storm Drain S25,000 $25,000
Detention Basin/Culverts so
Other.Raise utility manholes, valves, cleanouts. boxes to grade 530,750 $30,750 $55,750 so so so so so so so so so $55,750
Aggregate Base $22,968 $22,96B
Asphalt Pavement $44,250 $44,250
Sidewalk, Curb and Gulter $295,000 S295,000
Streetlights so
StripingfBarricades(BicycleFaci!ities) $137,160 $137,160 so
so Iii!"'- $180,000 $180,000
ants $8,500 $8,500
noversighl S198,925 $198,925
' S110,513 $110,513
' $997,316 so so so so so so so so so $997,316
S\ripll'lg/Bamcades (for dedicated bus lanes) so
Sidewalk,CurbandGuller so liii so
so
Technology so
so
" so
Bus/TransilSheltern so
Vehicles so
Other ITS Technology so
Other. so
Other: so
so so so so so so so so so so so
Urban Greening S150,000 $150,000
Other: so
Other. so
$150,000 so so so so so so $0 so so $150,000
Applicant Provide Name of Impact Fee so
Applicant: Provide Name of Impact Fee so
so so so so so so so so $0 so so
Employee Reporting so
AHSC Page 1 or2 ST/ Budget

ATTACHMENT A
1600
Grand v, ect1v1ty Proiect Sustainable Transportat,on Infrastructure (STI) Budget PIN 43722

ATTACHMENT A

EXHIBIT A
tr proposing muhlple distinct STI Capital Projects, provide dolalt for each Project In separate budgets below. Amounts from each budget wm autos um at the bott.om. The sum wlll be used lo detennlne the total STI funds requested and cost cap.

ALL FUNDING SOURCES
Cost Category AHSC STI Measure K Measure K MeasureK Active Comments Smart Growth Local Streets Rall Transit Transportalio Sources Total Grant k,cenUvo and Roads Funds n Program Olher. $0
Other. $0
so $0 $0 so $0 $0 $0 $0 $0 so $0
Other: $0
OU1er. $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total STI #2 Budgeted Project Costs $1,585,132 $0 $0 $0 $0 $0 so $0 $0 $0 $1,585,132 Explafn unusual or extraordinary circumstances that have rosultad In hfgher than expected project costs; provide a justification as lo why these costs are reasonable.

STI BUOGET#J • East Channel Street onnec vltyend treetacape Improvements and Rall arPurchase PA & ED (Environmenlal) $0
Plan Specification and Eslimales $17,316 $58,365 $75,681 Other. $0
$17 316 $0 $0 S5B 365 $0 $0 so $0 $0 $0 S75,681
Right of way support costs $0
Site or right of way acquisition for Cap. Improvement Prolect $0 Other. $0
$0 $0 $0 $0 $0 $0 so so $0 $0 $0
Clearing and Grubbi'lg $0
Demo�lion $0
Grading $66,000 $66,000
So� Stabiization (lime, etc.) $0
Erosion/Weed Control $0
Dewatering $0
Other: $80,000 $80,000
$0 $0 $0 $146,000 $0 $0 $0 $0 $0 $0 $146,000
Sanitary Sewer $0
Irrigation $0
S!onn Drain S206,B75 $206,875
De!entlon Basin/Culverts $0
Other. $37,200 $37,200
$0 $0 $0 $244,075 $0 $0 $0 $0 $0 $0 $244,075
S32,565 $32,565
S202.304 $202,304
$653,200 $653,200
S234,700 $234,700
S38.400 $38,400
$0
$60,000 $60,000
extensions $0
$0
oversight S25,974 S2B0.453 $306,427
$14.430 S148.338 $162,768
$138,804 $0 $0 $1,551,560 $0 $0 $0 $0 $0 $0 $1,690,364
lanes) $0
$0
Streetlights $0
Signage $0
Signaling PrlorilizaUon Technology $0
Boarding Infrastructure so
Seating/Benches $0
Bus/Transit Shelters $0
Vehicles $4,000,000 $4,000,000
Other ITS Technology $0
Other: $0
Other: $0
$4,000,000 $0 $0 $0 $0 $0 so $0 $0 so $4,000,000
Urban Greening $45,900 $45,900
Other: so
Other: $0
$45,900 $0 $0 $0 $0 $0 $0 $0 $0 so S45,900
Applicant: Provide Name of Impact Fee $0
Applicant: Provide Name of Impact Fee $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 so $0
Emplo eReporting $0
Other. $0
Other. $0
so $0 so $0 $0 $0 so $0 $0 $0 $0
Other. $0
Other. $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total STI #3 Budgeted Project Costs 54,202,020 $0 $0 $2,000,000 $0 $0 $0 $0 10 $0 $6,202,020 Explain unusual or axtraordina,y circums/ancas /hat have resulted in higher than expected project costs; provide a justification as to why fhese costs are reasonable.

Total Preliminary Engineering $149,932 $0 $0 $0 $0 $0 $984,387 Total Righi of Way (not related to parl<lng) so $0 $0 $0 $0 $0 $0 Total Site Preparation $249,450 $0 $146,000 so $0 $0 so $395,450 Total Site Utilities $55,750 $0 $0 $244,075 $0 $0 $0 $0 $299,825 Total Complete Streets Improvements• Construction $2,136,120 $0 $293,869 $1,551,560 $0 $0 $0 $0 $6,136,590 Total Transit and Station Areas • Construction $4,000,000 $0 $0 so $0 $0 $0 so $4,000,000 Total Landscaping, Amenities, Green Infrastructure $195,900 $0 $0 $0 $0 $0 $0 so $195,900 Total Impact Fees so $0 $0 so $0 $0 $0 $0 $0 $0
Total Activity Delivery Costs so $0 $0 so so so $0 $0 so $0 ssetCosts $0 $0 $0 $0 so $0 $0 $0 so $0
$6,787,152 $0 $387,000 $2,000,000 $0 $0 $0 $0 so $12,012,152 AHSC Page 2of2 ST/Budge/

ATTACHMENT A
1601
,. I ,. t .. I • I .. I I ,. I • .. .. • I .t.

I proposing multiple 1stmct apItal ProJects, provI e etaII or eac ProJect in separate udgets below. Amounts rom eac determine the total TRA funds re uested and cost ca

ALL FUNDING SOURCES
Cost Category AHSC TRA Active Active Measure K
Transportatio Transportatio Smart Growth
n Program n Program Initiative Grant CMAQ
TRA BUDGET #1 -Miner Street Com lete Street Improvements PA & ED (Environmental)
Plan Specification and Estimates $118,988
Other:
.. .. $0 $0 $0 $118,988 $0
Right of way support costs
Site or right of way acquisition for Cap. Improvement Project Other:
$0 $0 $0 $0 $0
Clearing and Grubbing
Demolition $262,395 $315,000 $277,522 $140,767
Grading $139,042 $52,651
Soil Stabilization (Lime, etc.)
Erosion/Weed Control $7,500
Dewatering
Other: Traffic control, survey monument preservation $57,500 $57,500 Total Site Preparation $0 $262,395 $315 000 $481,564 $250 918 Sanitary Sewer
Irrigation
Storm Drain $534,875 $36,000
Detention Basin/Culverts
Other:Raise utility manholes, valves, cleanouts, boxes to grade $15,000 $21,000 Total Site Utilities $0 $534,875 $0 $15,000 $57,000
Aggregate Base
Asphalt Pavement $129,374 $249,621 $274,918 $204,819
Sidewalk, Curb and Gutter $465,135 $1,160,685 $514,192 $92,993 Street Lights $366,200 $599,400
Striping/Barricades (Bicycle Facilities) $69,553
Signage $10,625 $5,100 $6,800
Crossing and Traffic Signals $434,000 $418,000
Roundabouts, median islands or curb extensions $195,287 Other traffic calming surface improvements $113,400 $218,400 Other: $480,943 $854,894 $357,967 $323,663
Total Complete Streets Improvements - Construction $0 $2,069,230 $3,501 000 $1 152 177 $823 562 Striping/Barricades (for dedicated bus lanes)
Sidewalk, Curb, and Gutter
Street Lights
Signage
Signaling Prioritization Technology
Boarding infrastructure
Seating/Benches
BusfTransit Shelters
Other ITS Technology
Other:

Other:

Total Transit Station or Stop - Construction $0 $0 $0 $0 $0 Street Furniture $31,500
Bicycle Repair Kiosks
Bicycle Storage or Parking
Urban Greening $25,000
Landscaping $120,689 $0
Drinking Fountains
$111,582
$25,000 $31,500 $0 $232,271 $0
$0 $0 $0 $0 $0
•· $0 $0 $0 $0 $0
.. . $0 $0 $0 $0 $0
Total TRA #1 Budgeted Project Costs $25,000 $2,898,000 $3,816,000 $2,000,000 $1,131,480 Measure K
Bike Ped and Sources Total
LSR
$0
$0
$5,000
$206,612
$76,742
$288 354
$29,138
$297,500
$20,400
$347,038
$22,500
$813,958
$99,850
$294,211
$13,600
$36,000
$8,400
$186,042
$1 474 561
$0
$12,000
$154,144
$166,144
$0
$0
$0
$2,276,097
$0
$118,988
$0
$118,988
$0
$0
$0
$0
$5,000
$1,202,296
$268,435
$0
$7,500
$0
$115,000
$1 598 231
$0
$29,138
$868,375
$0
$56,400
$953,913
$22,500
$1,672,690
$2,233,005
$1,065,450
$363,764
$36,125
$852,000
$231,287
$340,200
$2,203,509
$9 020 530
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$43,500
$0
$0
$25,000
$274,833
$0
$111,582
$454,915
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$12,146,577
Explain unusual or extraordinary circumstances that have resulted in higher than expected project costs; provide a justification as to why these costs are reasonable.

PA & ED (Environmental)
Plan Specification and Estimates
Other:Permits and Fees
Right of way support costs
Site or right of way acquisition for Cap. Improvement Project AHSC
TRA BUDGET #2 - Bus Transit Related Amenities Improvements $62,500
$62,500
$125,000 $0 $0 $0

$0 $0
$0
$62,500
$62,500
$125,000
$0
$0

ATTACHMENT A

EXHIBIT A
Comments
TRA Budget

ATTACHMENT A
1602
.. .

ATTACHMENT A

EXHIBIT A
I proposing multiple distinct or eac Project m separate e ottom. T e sum will e use to determine the total TRA funds re uested and cost ca

ALL FUNDING SOURCES
Active Active Measure K Measure K Cost Category AHSCTRA Grant Transportatio Transportatio Smart Growth
n Program n Program Initiative
CMAQ Bike Ped and Sources Total
LSR
Other:

Total Right of Way (not related to parking) $0 $0 $0 $0 $0 $0 Clearing and Grubbing
Demolition
Grading
Soil Stabilization (Lime, etc.)
Erosion/Weed Control
Dewatering
Other:

Total Site Preparation $0 $0 $0 $0 $0 $0
Sanitary Sewer
Irrigation
Storm Drain
Detention Basin/Culverts
Other:

Total Site Utilities $0 $0 $0 $0 $0 $0
Aggregate Base
Asphalt Pavement
Sidewalk, Curb and Gutter
Street Lights
Striping/Barricades (Bicycle Facilities)
Signage
Crossing and Traffic Signals
Roundabouts, median islands or curb extensions
Other traffic calming surface improvements
Other:

Total Complete Streets Improvements - Construction $0 $0 $0 $0 $0 $0 Striping/Barricades (for dedicated bus lanes)
Sidewalk, Curb, and Gutter
Street Lights
Signage $17,500
Signaling Prioritization Technology $182,500
Boarding infrastructure $25,000
Seating/Benches $25,000
Bus/Transit Shelters $437,500
Other ITS Technology $62,500
Other: Hard Cost Contingency $25,000
Other:

Total Transit Station or Stop - Construction $775,000 $0 $0 $0 $0 $0 Street F umiture
Bicycle Repair Kiosks
Bicycle Storage or Parking
Urban Greening
Landscaping
Drinking Fountains
Other:
$0 $0 $0 $0 $0 $0
Applicant: Provide Name of Impact Fee
Applicant: Provide Name of Impact Fee
$0 $0 $0 $0 $0 $0
Employee Reporting
Other:

Other:
$0 $0 $0 $0 $0 $0
Vehicles
Other:

Other:
.. • w w w w w w
Total TRA #2 Budgeted Project Costs $900,000 $0 $0 $0 $0 $0 Explain unusual or extraordinary circumstances that have resulted in higher than expected project costs; provide a justification as to why these costs are reasonable.

TRA BUDGET #3
PA & ED (Environmental)
Plan Specification and Estimates
1•1sa
$0 $0 $0 $0 $0 $0
Right of way support costs
Site or right of way acquisition for Cap. Improvement Project Other:
$0 $0 $0 $0 $0 $0
Clearing and Grubbing
Demolition
Grading
Soil Stabilization (Lime, etc.)
Erosion/Weed Control
AHSC Page 2 of 3
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$17,500
$182,500
$25,000
$25,000
$437,500
$62,500
$25,000
$0
$775,000
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$900,000
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Comments
TRA Budget

ATTACHMENT A
1603
I proposing mult1p e ,stmct TRA
Cost Category
Dewatering
Other:

Total Site Preparation
Sanitary Sewer
Irrigation
Storm Drain
Detention Basin/Culverts
Other:

Total Site Ulilitles
Aggregate Base
Asphalt Pavement
Sidewalk, Curb and Gutter
Street Lights
Striping/Barricades (Bicycle Facilities)
Signage
Crossing and Traffic Signals
Roundabouts, median islands or curb extensions
Other traffic calming surface improvements
Other:

Total Complete Streets Improvements• Construction
Striping/Barricades (for dedicated bus lanes)
Sidewalk, Curb, and Gutter
S tree! Lights
Signage
Signaling Prioritization Technology
Boarding infrastructure
Seating/Benches
Busrrransit Shelters
Other ITS Technology
Other:

Other:

Total Transit Station or Stop - Construction
Street Furniture
Bicycle Repair Kiosks
Bicycle Storage or Parking
Urban Greening
Landscaping
Drinking Fountains
Other:

Applicant: Provide Name of Impact Fee
Applicant: Provide Name of Impact Fee
Employee Reporting
Other:

Other:

Vehicles
Other:

Other:
. . • . .

Total TRA #3 Budgeted Project Costs
.. . .. - . ·- - -, "

ATTACHMENT A

EXHIBIT A
or each Project m separate u gets elow. mounts rom eac u get will autosum at t e bottom. The sum will e use to determine the total TRA funds re uested and cost cap.

AHSC TRA
Grant
$0
$0
$0
$0
$0
$0
$0
$0
$0

ALL FUNDING SOURCES
Active Active Measure K
Transportatio Transportatio Smart Growth
n Pro ram n Pro ram Initiative
$0 $0 $0
$0 $0 $0
$0 $0 $0
$0 $0 $0
$0 $0 $0
$0 $0 $0
$0 $0 $0
$0 $0 $0
$0 $0 $0
CMAQ
$0
$0
$0
$0
$0
$0
$0
$0
$0
Measure K
Bike Ped and Sources Total
LSR
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
Comments
Explain unusual or extraordinary circumstances that have resulted in higher than expected project costs; provide a justification as to why these costs are reasonable.

TOTAL TRANSPORTATION RELATED AMENITIES (TRA) BUDGET
Total Preliminary Engineering $125,000 $0 $0 $118,988 $0 Total Right of Way (not related to parking) $0 $0 $0 $0 $0 Total Site Preparation $0 $262,395 $315,000 $481,564 $250,918 Total Site Utilities $0 $534,875 $0 $15,000 $57,000
Total Complete Streets Improvements - Construction $0 $2,069,230 $3,501,000 $1,152,177 $823,562 Total Transit Station or Stop - Construction $775,000 $0 $0 $0 $0 Total Landscapln , Amenities, Green Infrastructure $25,000 $31,500 $0 $232,271 $0 Total Im act Fees $0 $0 $0 $0 $0
Total Activity Delivery Costs $0 $0 $0 $0 $0
Total Other Capital Asset Costs $0 $0 $0 $0 $0
Total TRA Budgeted Project Costs $925 000 $2 898,000 $3 816 000 $2 000 000 $1 131 480 AHSC Page 3 of 3
$0
$0
$288,354
$347,038
$1,474,561
$0
$166,144
$0
$0
$0
$2 276 097
$243,988
$0
$1,598,231
$953,913
$9,020,530
$775,000
$454,915
$0
$0
$0
$13 046,577
TRA Budget

ATTACHMENT A
1604

ATTACHMENT A

EXHIBIT A
Grand View Vil lage Connectivity Project Transportation Related Amenities (TRA) PIN 43722 TRA Project Summary
Project Name Brief Description Address City Zip County Lat. Loa. Census Tracts APNs Miner Street On Miner Slreel between Center Street and Aurora Street: construct complete Multiple Stockton 95202 San Joaquin 6077000100 ;;; Complete Street street improvements
� Improvements
IBus Transit Related Construct 25 bus shelters 'Nith concrete base roundation, bus layover pads, Mulliple Stockton 95202 San Joaquin 6077000100 N Amenities benches and trash cans. Construct public wm access ror passengers at .. Downtown Transit Center. Construct bus stop wayfinding signage � Improvements
I-
�
Enter# and Amt. of New Bus Shelters I 25 I AHSC Funds! $437,500 Bicycle Parking Al Transit I n/a AHSC Funds Bus Stop Benches 50 AHSC Funds $25,000 # of Transit Routes Improved I Station Area or Transit Access Improvements Yes !Other (describe) Pedestrian Paths (linear feet) ss15.o I Type Sidewalk Identify all intended outcomes of the proposed active transportation component: Improved compliance with traffic laws Yes Other barriers that may have existed on route (descnbe · below) Improved sight distance/visibility Yesl Elimination of potential conflict points Yes IReduced vehicular speed or volume Yes TRA Eligible Costs §103(a)(4) and Ineligible Costs §103(b)(3) (A) Are TRAs publicly accessible? Yes
(B)(i) We certify the capital improvements in the TRA budget are publicly accessible and provide supportive amenities to cyclists, pedestrians, and transit riders (i.e. bike parking, bus shelter, benches, street Yes trees, etc.) within the defined Proiect Area meetina the transit requirements detailed in Section 102 (c) or (d)? Budgeted Cost Cap Overage
(B)(ii) Total amount of eligible TRA soft costs cannot exceed 10% of the total AHSC Program award. $125,000 $1,789,457 $0 {B)(iv) Total amount of Activity Delivery Costs associated with the implementation of the Capital Project cannot exceed 10% of the costs $0 $1,304,658 $0 associated with the Cap tal Project. (B)(v) Capital Project costs in budget that are required as a condition of local approval for the Project? I NIA If Yes, upload documentation below FAAST FIie Name: TRA Cap Project Costs Documentation showing Capital Project costs are required as a condition of local approval for Capital Project File Uploaded? §103(b)(3) We certify the AHSC TRA funded cost do not include any of the following ineligible costs:
(A) Costs are not eligible if there is another feasible, available source of committed funding for the TRA portion thereof to be funded by AHSC or if the cost is incurred prior to the AHSC award; (B) Routine maintenance or operations of transportation infrastructure (including transit fleet); (C) In lieu fees for local inclusionary housing programs; (D) Ongoing operational costs beyond the term of the grant (three years) for Program Costs; and (E) All costs associated with automobile or motorcycle parking (excluding electric vehicle charging infrastructure).

TRA Grant Terms �104 c)
(1) We certify that the grant does not result in a profit that exceeds the commercially reasonable range for other improvements of similar size and level of risk. (2) We acknowledge that AHSC Program grant funds will be disbursed as reimbursed progress payments for eligible costs incurred after the execution of the Standard Agreement in the amount not to exceed the AHSC Program award of funds.
(3) We acknowledge if the TRA Project includes multiple phases or developments, all entitlements and construction funding commitments for the first phase must be received prior to disbursement.

TRA Threshold �106(a)
(6)(B) We certify the TRA will include adequate lighting in accordance with local, state or federal design standards and requirements for all publicly accessible components of the TRA including active transoortation route and transit stations or sloes.
(7) TRA Enforceable Funding Commitments (EFC) See AHSC Guidelines Appendix A - Definitions for an explanation of Enforceable Funding Commitments (EFC). .. Committed by Commitment Source Name Lien Interest Rate u Term(# Required
LL Full App Source Type Amount Date (listed in order of lien priority) No. Rate Type of mos.) Debt Service w Deadline? 1 Yes AHSC TRA Grant State-HCD $925,000
2 Yes 1/21/16 Active Transportation Program Fed $2,898,000 3 Yes 12/6/17 Active Transportation Program State-General $3,816,000 4 Yes 2/22/18 Measure K Smart Growth Initiative Local $2,000,000 5 Yes 3/27/14 CMAQ Fed $1,131,480
6 -l<Total
Yes 9/18/18 Measure K Bike Ped and LSR Local $2,276,097 Committed Non-AHSG TRA Funds I TOTAL (must equal TRA Budget Amount) $13,046,577 Provide a description of unusual or extraordinary circumstances that have resulted in higher than expected project costs and provide a justificatkm as to why these costs are reasonable.

FAAST FIie Name: EFC TRA 1; EFG TRA2; EFG TRAJ; etc. I Upload supporting documentation for the 5 non-AHSC TRA funding commitments. Files Uploaded? (B)(A) We acknowledge that completion and approval or adoption of all necessary environmental clearances for transportation components must be attained by initial disbursement of grant funds.

NEPA: I ls Federal funding proposed that will trigger NEPA requirements? No 1f Yes, enter date of "Authority to Use Grant Funds".

CEQA: I Project approved "by-right"? I No I Is Project Categorically Exempt? Yes I Negative Declaration Date: n/a Final EIR Dale: I n/a Discuss below any special NEPA and/or CEQA Special Circumstances and provide estimated/actual completion dates of all necessary environmental clearances.

The City of Stockton has verified that the STI and TRA are within the City of Stockton right-Of-way and that the CEQA review required is underway and will be completed prior to grant disbursement.

FAAST File Name:

FAAST FIie Name:

TRA Environmental I Provide a copy of all environmental clearances (e.g. Environmental Impact Report) or Notice of Exemption.

TRA Auth to Use Grant I For NEPA only, provide a copy of/he HUD 7015.16 "Authority To Use Grant Funds" or clarify the current status of the Funds issuance of the HUD form.

File Uploaded?
File Uploaded?
Ok
Ok
N/A
Yes
Yes
Yes
Yes
Yes
Balloon?
NIA
Yes
n/a
Yes
Yes
(9) If applicable, provide a listing and status of all discretionary local land use entitlements and permits, excluding design review, required to complete each TRA Project that have been granted, submitted or to be annlied for to the annronriate local aaencies or consistent with local olannino documents.

Agency/ Issuer Land Use Approval Date Approval Type Comments (11) Does the applicant or Developer of the Project have Site Control for each TRA Project? If yes, enter form of site control and the most recent execution date below (See Site Control in Appendix A) Yes Form of site control (See Site Control in Appendix A): Other (describe below) Most recent document execution date: I If leasehold estate, answer the following:I Is rent based on restricted land value? NIA I ls acquisition cost SO in Development Budget? N/A Prepaid lease loan used? If so answer below (a-c) N/A (a) Funding amount based on the Present Value of lease payments? IN/Al (b) Lender requesting Res. Receipts (not permissible) N/A (c) Has loan amount been entered as a finance cost? N/A Describe any special circumstances, e.g. if there are multiple TRA projects provide site control information for each.

TRA Site Control is provided by the City of Stockton to Visionary Home Builders of Cal�ornia, Inc approved by the City of Stockton Public Works Director on 1/30/18.

FAAST FIie Name: TRA Site Control I Upload appropriate documentation to demonstrate the form of slle control indicated above Files Uploaded? Yes AHSC Page 1 or 2 TRA

ATTACHMENT A
1605

ATTACHMENT A

EXHIBIT A
Grand View Village Connectivity Project Transportation Related Amenities (TRA) PIN 43722 (12)(A) Applicants must demonstrate prior experience by providing evidence or two prior TRA projects similar to the proposed AHSC Project in scope and size, which have been completed by the applicant during the ten years preceding the application due date. May demonstrate the requisite experience by using past experience of work completed of a Locality or Transportation Agency non-applicant so long as the applicant can provide an executed agreement with that specific Locality or Transportation Agency for the completion of the TRA components of the AHSC Project for which funding is sought.

TRA Past Project #1 TRA Past Project #2
Project Name Weber Avenue Streetscape Airport Way Streetscape Beautificaiton Development Entity City of Stockton City of Stockton
Completion Date 111113 1/1113
Installation of landscaped meadians, and the addition of tree wells, and ped bulb Installation of landscaped meadians, street lighting, and decorative hardscape and outs. landscaping.

Brief Description
FAAST Fite Name: Past Exp TRA1, Past Exp TRA2 I Where the party making improvements funded by AHSC in not a public entity, an executed agreement from a lnublic aoencv cert.ifvino I the satisfactorv comoletion of similar infrastructure imorovements. Files Uploaded? Yes {13) We certify as of the application date, the applicants or the TRA real property is not party to or the subject of any claim or action in the state or federal courts. Yes (14) We certify that construction of the project has not commenced as of the application deadline set forth in the NOFA. Yes (19) The TRA Project will not result in the loss or conversion of agricultural or other working lands, or natural resource lands for other uses according the Dept. of Conservation's Farmland Mapping and Yes Monitorinn Pronram lFMMP\ website? If �ves", provide documentation the TRA Project site is not within land designated as agricultural land per the FMMP tool.

FAAST Fite Name: TRA No Ag !Applicants must demonstrate the TRA sffe is not within land designated as agricultural land per FMMP tool. I File Uploaded? Yes If "No", demonstrate that the AHO Project site qualifies as an Infill Site (as defined in Appendix A):

FAAST Fite Name: TRA Ag Infill !
Applicants seeking an exemption to the FMMP determination must demonstrate that the TRA site qualifies as an Infill Site /as defined in Appendix A) I
File Uploaded? NIA
(21)(A) If approval by a local public works department, or other responsible local agency is required for the Project, provide document below. I certify that the TRA improvements are consistent with all Yes applicable local rules, regulations, codes, policies and p ans enforced or implemented by that entity.

FAAST File Name: TRA Local Approvals I Statement from entity indicating the TRA Capital Project is consistent with all applicable local rules, reaufations codes oollcies and ofans enforced or imofemented bv that entitv. I Files Uploaded? Yes
(21)(8) If the TRA Project involves demolition of existing units affordable to lower income households, the application must demonstrate the replacement of demolished units, comparable in size, of equal or greater affordability, and equal to or greater than the number of the demolished affordable units located within comparable access to transit and include first right of return to displaced residents. These no net loss requirements apply where a TRA Project is proposed on any property which includes a parcel or any portion of a parcel on which residential dwelling units affordable to lower income households currently exist or where there have been dwellina units restricted to lower-income households which have been vacated or demolished within the five vear oeriod orecedina the aoolication.

NIA

MILESTONES
Please provide the actual or anticipated completion date for the following performance milestones for each applicable Capital Project. If a milestone is not applicable to a Capital Project, please enter "N/A" Note: It is acknowledged that some of the following milestones may have already been achieved, For those milestones which have previously been met, please enter the month and year completed. For those milestones not vet completed o ease nrovide a nro'ected comnletion date lMM/YY\ for each of the annlicable items below. If not annlicable to the soecific Caoital Proiect □lease indicate "NA" below.

Capital Project Milestone Schedule Date
Executed binding agreement between the Recipient and developer of the proposed development detailing the terms and conditions of the Project development. 1111119 Site Control of site(s) by proposed developer. NIA
Completion of all necessary environmental clearances, including those required under CEQA and NEPA. 12/1/18 Obtaining all necessary and discretionary public land use approvals. 1211/18 Submission of Final Construction Drawings and Specifications to the appropriate local permitting authority. 311/20 Commencement of construction. 5/1/20
Construction completion and closeout. 611/21
Program funds fully disbursed. 811121
Have all milestone dates been entered above? Yes
AHSC Page 2 of 2 TRA
ATTACHMENT A 1606
..
::;;
(!)

11. N ..
::;;
(!)

11. Grand View Village Connectivity Project Programs (PGM) PIN 43722

ATTACHMENT A

EXHIBIT A
PGM Proiect Summarv (§103/b) Programs include education, outreach and training programs for Active Transportation or Transit Ridership - see §103 Figure 3 for other examples) PGM & Op Name Brief Description Address City Zip County Lat. Log. Census Tracts APNs Grand View Village Visionary Home Builders of California, Inc. v..ill implement, in conjunction with 228 N. Hunter Stockton 95202 San Joaquin "' 139-130-26 SJCOG, the marketing and outreach of the DIBS transit education program Street, 240 N. ;;; 0, Commute 0, N 139-130-02
Connection Outreach through various channels, over the three (3) year program period, for residents Hunter Street, 250 ... "' "' "' 139-130-01 and surrounding community. "' Program N. Hunter Street, '" "!
,..: � 139-130-04
241 North San "'
Transit Passes Each family at GW wilt recieve one free monthly bus pass for 3 years 228 N. Hunter Stockton 95202 San Joaquin "' 139-130-26 ;;; 0,
Street, 240 N. 0, N 139-130-02
Hunter Street, 250 ,._"' "'
"' "' 139-130-01
N. Hunter Street, '" "!
,..: � 139-130-04
241 North San "'
PGM Eligible Costs § 103(b} and Ineligible Costs § 103(b )(3) - eligible casts may include operational costs far programs for the term of the grant (3 years) (1) Program Costs in Project include: I Expansion of existing programs to serve new populations or offer new program service and implementation Budgeted I Cost Cap Overage
(2) Total grant amount for Program Costs within a Project Area cannot exceed 30% of the funding request for the overall Project up to $282,420 I $500,000 $0 Ok $500,000, §103(b)(3 ) We certify the AHSC PGM tunded costs do not include any at the following ineligible costs:
(A) Costs are not eligible if there is another feasible, available source of committed funding for the STI portion thereof to be funded by AHSC or if the cost is incurred prior to the AHSC award; (B) Routine maintenance or operations of transportation Infrastructure (including transit fleet); Yes (C) In lieu fees for local inclusionary housing programs; (D) Ongoing operational costs beyond the term of the grant (three years) for Program Costs: and (E) All costs associated with automobile or motorcycle parking (excluding electric vehicle charging infrastructure).

PGM Threshold &106(al
(7) PGM Enforceable Funding Commitments (EFC) See AHSC Guidelines Appendix A - Deffnitions for an explanation of Enforceable Funding Commitments (EFG). .. Committed by Commitment Source Name Lien u
Interest Rate Term(# Required
LL Full App Source Type Amount Balloon? Date {listed in order of lien priority) No. of mos.) Debt Service w Deadline? Rate Type 1 Yes AHSC PGM Grant State-HCD $282,420 Note: Transit Passes will not contribute to $500k AHSC PGM cap. 2 3
4 5
$0 I <Total Committed Nan-AHSC PGM Funds I TOTAL (must equal PGM Budget Amount $282,420 Provide a description of unusual or extraordinary circumstances that have resulted in higher than expected project costs and provide a justification as to why these costs are reasonable.

FAAST FIie Name: EFC PGM1, EFC PGM2, EFC PGM3, etc. I Upload supporting documentation far the O non-AH SC PGM funding commitments. Files Uploaded? NIA (12) Demonstrate prior experience by providing evidence of two prior PGM projects similar to the proposed AHSC Project in scope and size, which have been completed by the applicant during the ten years lorecedinn the annlication due date.

PGM Past Project #1 PGM Past Project #2
Project Name River Islands Development Resident Outreach Amazon Peak Season Carpooling Program Operating Entity SJCOG/DIBS SJCOG/DIBS
As a community who's target demographic includes those relocating from the Bay Dibs partners annually with the Amazon Distribution Center in Tracy, CA to aide Area, a need was identified to connect resid ents with information on sustainable seasonal employees in forming and maintaining carpools, and offset parking cha Brief Description commtlte options to support quality of life as well as reduce environmental impact. Henges faced by the influx of employees. To date, over 1,200 employees have Dibs program brochures and information are included in welcome baskets for all participated in the carpooling program, with a measured impact of 12.8 tons of CO2 new residents, and are provided at the Welcome Center to prospective buyers. reduced.

Dibs engages in substantial employer outreach and community involvement. Tools and Dibs engages in substantial employer outreach and community involvement. Tools and Describe the prior seivices of the program are free, and include a comprehensive trip-planning and ridematching services of the program are free, and include a comprehensive trip-planning and ridematching experience of the system, an emergency ride home program, incentive programs, and customized marketing system, an emergency ride home program, Incentive programs, and customized marketing Program Operator materials. Dibs also partners with local jurisdictions to organize community events, including materials. Dibs also partners with local jurisdictions to organize community events, including with operating annual campaigns in support of National Bike Month. To date, the Dibs program has over annual campaigns in support of National Bike Month. To date, the Dibs program has over similar successful g,ooo registered users traveling into and out of the three-county territory. 9,000 registered users traveling into and out of the three-county territory. programs,
Please briefly describe how the Program Operator will sustain the Program beyond the term of the AHSC standard agreement and funds.

SJCOG'S Dibs is primarily funded through the federal Congestion Mitigation Air Quality (CMAQ) program, and programs are offered at no cost to regional commuters, employers. and communities. /t is expected those funds will continue to be allocated, as they have for nearly 40 years, and the education/training can continue beyond 3 years. (22) We certify the PGM is inteasible without AHSC Program tunds, and other com mitted funds are not and will not be supplanted by AHSC Program funds. Yes Proqram Need and Readiness
Please briefly describe the proposed Program(s) Activity We propose to provide transit passes to our residents as part of amenities offered at Grand View Village. A complimentary transit pass will provide residents the opportunity to travel, run errands, or commute, without utilizing an automobile. Additionally, we plan to partner with a consultant who we have work for many years with to assist SJCOG with the implementation of the commute connection, now known as DIBS, transportaiton program. This program will edcuate residents and the surrounding community on the multitude of opportunities to ride share, commute via bus, or utilize bike or pedestrian trails.

Who are the targeted users for the Program(s)?
Regional commuters, employers, and communities
What is the issue or need that the Program(s} is attempting to address, and how will it successfully address this issue or need? AHSC Page 1 ot 2 PGM

ATTACHMENT A
1607
Grand View Village Connectivity Project Programs (PGM) PIN 43722

ATTACHMENT A

EXHIBIT A
Dibs is a non-profit organization established by the San Joaquin Council of Governments (SJCOG) in 1978 to enhance air quality and help reduce congestion through Transportation Demand Strategies such ascarpooling, vanpooling, riding transit and biking and walking. In addition to SJCOG, Dibs partners with the Stanislaus Council of Governments and the Merced County Association of Governments to offer seivices to the threecounties of San Joaquin, Stanislaus and Merced. Dibs recognizes that residents of Grand View Village may not have access to reliable personal transportation, or require education to safely and efficiently access transportation options. As part of the Grand View Village project, Dibs proposes a variety of programmatic activities: 1. Collaborate with staff to provide programmatic recommendations based on an evaluation of resident needs. 2. Provide on-site marketing and educationa I materials, including program brochures, flyers, informational videos (as needed), bicycling and transit inrormation, and will develop custom materials as needed. 3. Provide training for staff on the Dibs trip-planning syst em, including administrative access to a Grand View Village network where trip reduction impact can be eva luated.

4. Partner on a quarterly information event for residents, where a Dibs team member will be available to educate residents, assisting with commute planning, and answer questions as needed.

Describe additional design challenges and development costs incurred to meet the requirements of the Program.

MILESTONES
Please provide the actual or anticipated completion date for the Following performance milestones For each. If a milestone is not applicable, select "N/A" Program Milestone Schedule Date
Program designed. 5/1/20
Program operator identified. 8/1/19
Obtaining all enforceable funding commitments. 5/1/20
Program operations start. 4/1/21
Identification and commitment of program operator and partners. 5/1/20 Completion of a business or a work plan. 811/20
Identification of ongoing support for operation costs beyond grant period. 10/1/20 Program funds fully disbursed 4/1/23
Have all milestone dates been entered above? Yes
AHSC Page 2 of 2 PGM

ATTACHMENT A
1608
Grand View Village Connectivity Project Programs (PGM) Budget PIN 43722

ATTACHMENT A

EXHIBIT A
If proposing multiple distinct Programs, provide detail for each Program m separate budgets below. Amounts from each budget will autosum at the bottom. The sum will be used to determine the total PGM funds re uested.

Cost Category
DIBS Program
Party 2 (specify)
Party 3 (specify)
Party 4 (specify)
Party 5 (specify)
.. ..

Olher (specify)
Olher (specify)
Other (specify)
Total Staff Costs
Travel
Equipment
Transit Passes (see cell comment)
Supplies (specify)
Supplies (specify)
Other (specify)
Olher (specify)
Olher (specify)
Olher (specify)
Olher (specify)
Other (specify)
I • • •
Total PGM #1 Budgeted Project Costs
One free monthly bus pass per family for three years
Party 2 (specify)
Party 3 (specify)
Party 4 (specify)
Party 5 (specify)
otal Direct Costs
Olher (specify)
Other (specify)
Other (specify)
Total Indirect Costs
Total Staff Costs
Travel
Equipment
Transit Passes (see cell comment)
Supplies (specify)
Supplies (specify)
Other (specify)
Olher (specify)
Olher (specify)
Olher (specify)
Olher (specify)
Olher (specify)
Total Other Costs
Total PGM #2 Budgeted Project Costs
Party 1 (specify)
Party 2 (specify)
Party 3 (specify)
Party 4 (specify)
Party 5 (specify)
•• I .

Other (specify)
Other (specify)
Olher (specify)
Total Staff Costs
Travel
Equipment
Transit Passes (see cell comment)
Supplies (specify)
Supplies (specify)
Olher (specify)
Other (specify)
Other (specify)
Other (specify)
Other (specify)
Olher (specify)
. . . .

Total PGM #3 Budgeted Project Costs
Total Direct Staff Costs
Total Indirect Staff Costs
Total Other Costs
Total PGM Budgeted Project Costs
AHSC

AHSC PGM
Grant

ALL FUNDING SOURCES
PGM BUDGET #1 • Grand View Village Commute Connection Outreach Program $135,000
$135,000
$0
$135,000
$0
$135,000
$147,420
$147,420
$0
$147,420
$0
$147,420
$0
$0
$0
$0
$0
$282,420
$0
$0
$282,420
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
PGM BUDGET #2 • Transit Passes
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
PGM BUDGET 3 •
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0

TOTALPROGRAM(PGM)BUDGET
$0 $0
$0 $0
$0 $0
$0 $0

$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
$0 $0
Sources Total Comments
$135,000
$0
$0
$0
so
$0 $135,000
$0
$0
$0
$0 $0
$0 $135,000
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0 $0
$0 $135,000
$147,420
$0
$0
$0
$0
$0 $147,420
$0
$0
$0
$0 $0
$0 $147,420
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0 $0
$0 $147,420
$0
$0
$0
$0
$0
$0 $0
$0
$0
$0
$0 $0
$0 $0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0 $0
$0 $0
$0 $282,420
$0 so
$0 $0
$0 $282,420
PGM Budget

ATTACHMENT A
1609

ATTACHMENT A

EXHIBIT A
• . ... • . . . . • ... • . ........ . '
55 Points Max (points in blue shaded cells) Total Quantitative Self Score Active Transportation (AT) Improvements § 107 (b) - 10 Points Max NOTE: As discussed in the "Overview" tab, items marked with (PAM Scoring) on the Quantitative Policy Scoring sheet with ProjeCt Area Map positive point scores, must be identified in the Project Area Map (PAM). This includes proposed length of walkways bikeways to be FAAST File Name: Scoring funded, key destinations in the Project Area that active transportation improvements will connect to, and any applicable linkages. File Uploaded? The Project Area Map Scoring differs from the Project Area Map Threshold and the GHG Project Area Map. Please refer to the Project Area Mag:�lng Guidance document for instn;ctions. (1) Length of Context Sensitive Bikeways (PAM Scoring). 3 points max Total length (in linear miles) of AHSC Funded Context Sensitive Bikeways (from STI Worksheet): Miles: 4.96 I Over 2 Miles (2) Key Destinations linked by Bikeways (PAM Scoring) • 1 point Key Destination within the Project Area that will be linked to the AHO or Transit Station or Stop by bikeways funded by AHSC: I Public Park (3) Bicycle Network Gap Closure -1 point
Key bicycle network gap closure the Project will provide in an attempt to Increase bicycle safety and access: I improve sight distance and visibility FAAST FIie Name: I• Bicycle Network Gap Closure !Document the Project will improve sight distance and visibility File Uploaded? (4) Safe and Accessible Walkways (PAM Scoring) • 3 points max Total length (in linear feet) of AHSC Funded Safe and Accessible Walkways (from STI Worksheet): I More than 3,000 feel (5) Key Destinations linked by Walkways (PAM Scoring) -1 point Key Destination within the Project Area that will be linked to the AHO or Transit Station or Stop by walkways funded by AHSC: I Medical Center (6) Pedestrian Network Gap Closure• 1 point
Key pedestrian network gap closure Project will provide in an attempt to Increase pedestrian safety and access: reduce vehicular speed or volume near pedestrians FAAST File Name: Pedestrian Network Gap Closure jDocument the Project will redu'ce vehicular speed or volume near pedestrians File Uploaded? Green Buildings and Renewable Energy §107(c)- 8 Points Max (1) Green Building Status - 3 points max Construction Type (select type that gives max pts):I Residential Construction Green building status beyond mandatory green building requirements: I CalGreen Tier 2 FAAST FIie Name: Green Building Status !Document the Project will achieve green building status of' Ca/Green Tier 2 File Uploaded? (2) Energy Grid Use Reductions - 5 points max
Energy grid use reduction level: Energy Producer-at least one-third (or 33%) of the building energy is produced by on site renewable sources FAAST File Name: Energy Grid Reductions l
i
Oocument the Project will achieve energy grid reductions based on: Energy Producer�at least one-third (or 33%) of the buildina enerov is oroduced bv an site renewable sources File Uploaded?
Housing and Transportation Collaboration §107(d} - 10 Points Max (1) STI Funds Requested as percentage ofTotal AHSC Requested -6 points max AHD Requested: $9,200,000 I STI Requested: I $6,787,152 I Total AHSC Funds Requested: I $17,894,572 ISTI Funds Requested as % of Total AHSC Requested: I 38% (2) TRA Funds Requested (at or not at Transit Station or Stop) as percentage of Total AHSC Requested - 2 points max TRA Req:I $925,000 I TRA (Transit Station I or Stop) Requested: $775,000 I Total AHSC Funds I $1? 894 572 Requested: ' ' TRA Funds Requested as % of I
Total AHSC Requested: 5% I TRA (Transit Station/Stop) Funds I 4% Req as % of Total AHSC Req:
(3} Funding From Other Greenhouse Gas Reduction Fund (GGRF) Programs, which directly benefit or contribute to the development of the proposed Project -1 point max GGRF Program that Project has received funding from: I
CA State Transportation Agency • Transit and Intercity Rail Capital I Funding Amount: I $4,000,000 fAAST .FIie Name: GGRF Fund Evidence I Document Project's reception of funding from CA State Transportation Agency - Transit and Intercity Rail Capital File Uploaded? (4) Within environmentally cleared High Speed Rall Station Planning Area - 1 point max Is Project within environmentally cleared High Speed Rail Station Planning Area? I No FAAST File Name: not applicable I not applicable File Uploaded? Location Efficiency and Access to Destinations §107(e) - 6 Points Max

47.0 Yes
3 1
1 Yes
3 1
1 Yes
3 I Yes
2 Yes
6 1
1 Yes
0 N/A
(1) Location Efficiency -Walkabillty -3 points max I Using the US EPA Walkabilit� Index, enter Project address (or the center most point of Project if no specific address exists) to determine Walkability.

Provide Project address or corridor: 1240 North Hunter, Stockton, CA 95202 I Walkability Index: I Most Walkable 3 (2) Location Efficiency - Key Destinations (PAM Scoring) - .5 points each; 3 points max {for each Item below, answer Yes or No as to if these Key Destinations are within the Project Grocery store -meets CalFresh requirements:! Yes I Medical clinic - accepts Medi-Cal payments: Yes I Public elementary, middle or high school! I Licensed child care facility! Yes I 3,0 Pharmacy:! Yes I Public park - accessible to general public: Yes I Public library! Yes I Funds Leveraged §107(f)- 5 Points Max
Non-AHSC Enforceable Funding Commitmenls (EFG): I $30,409,538 I AHSC Funds Requested: $17,894,572 Non-AH SC EFCs as a % of AHSC Requested: I 170% 4 Anti-Displacement Strategies §107(g) - 5 Points Max
(1) Projects that either implement strategies or programs, or are located in jurisdictions with policies, strategies or programs that currently exist to prevent the I Number of I 3 3 displacement of local communitv residents from the area surroundina the Proiect - 1 ooint oer strateav - 3 points max Strateqies Applicant Just cause eviction or tenant anti-harassment policies NIA lnclusionary zoning ordinances NIA Density bonus ordinances that expand on state requirements NIA Job-housing linkage fee or affordable housing linkage fee NIA Multi-lingual tenant legal counseling program NIA First right of return ordinance NIA Source of income non-discrimination policies NIA Policies to preseive SRO and/or mobile home parks Condominium conversion restrictions NIA Required and/or incentives for contributions to local community land trusts NIA Land banking programs NIA Community benefit zoning and/or other land value recapture strategy NIA Rent review board and/or mediation NIA Foreclosure assistance Applicant Affirmative marketing strategies or plans targeting a Disadvantaged Community or Low- NIA Residency Preference Plan prioritizing occupancy for Disadvantaged Community or Low Income Communitv Income Communitv residents
NIA Providing the sale of discounted transit passes available for low-income individuals who live in the Project Area (not restricted to residents of the AHO). 1;ocuments who is responsible for each strategy, policy, or program claimed and include either a brief FAAS:J" File Name: Anti-Displacement Resident xplanation or a web link to the ApplicanVLocal Jurisdiction's implementation or requirement of the strategy; File Uploaded? Yes olicv, or orogram.
(2) Projects demonstrating policies, strategies or programs that either currently exist or will be implemented through this Project to I # Strategies:! I
# Strategies
prevent the displacement of locally-owned businesses from the area surrounding the Project. At least one policy, strategy, or 1 Will be :! 1 2 program must be newly implemented through this Project to ear both points. -1 point per strategy - 2 points max Existing Implemented
Will be Implementation of an overlay zone to protect and assist small businesses NIA Establishment of a small business advocate office and single point of contact for every lmolemented small business owner
Existing Creation and maintenance of a small business alliance N/A Increased visibility of the jurisdiction's small business assistance programs NIA Formal program to ensure that some fraction of a jurisdiction's purchases of goods and NIA Prioritization of Minority and Women Business Enterprises (MWBE} for public services come from local businesses contractino
l,°ocuments who is responsible for each strategy, policy, or program claimed and include either a brief FAAST File Name: Anti-Displacement Business explanation or a web link to the ApplicanVLocal Jurisdiction's implementation or requirement of the strategy, File Uploaded? Yes policy, or program.

AHSC Page 1 of 2 Quantitative Policy

ATTACHMENT A
1610

ATTACHMENT A

EXHIBIT A
Local Workforce Development & Hiring Practices §107(h) - 2 Points (1) Projects that Implement at least one workforce development strategy - 2 points, Note: These items must be incorporated directly into the AHSC project to be eligible for points in this category, such as being involved in the development of the Project or ongoing operation of the Project. Projects in which every AHSC project component cannot legally implement local hire or workforce development strategies must include an explanation detailing these barriers in order to receive full points.

Establishing a partnership with a community-based workforce development and job training entities that have a track record of success serving disadvantaged populations and/or have demonstrated a hiah iob olacement rate amona trainees from disadvantaaed communities Partnerships with pre-apprenticeship programs, state certified community conservation corps programs, "earn-while-you-learn" programs, Youth Build programs, and/or registered apprenticeship proqrams that lead to industry recoc:inized credentials, certifications and/or references for lonq term emp oyment Partnerships with local Workforce Investment Board programs serving disadvantaged populations Projects that have developed project labor, community workforce, or high-road agreements with targeted local hire specifications OR that are located in jurisdictions with local hire ordinances that directlv a□□lv to the □ro□osed □roiect
FAAST File Name: I Workforce Development l�ocument which Applicant is responsible for the workforce development or hiring practice and include a brief exolanation or the oartnershio or strateav. I File Uploaded? Housing Affordability §107(i) - 5 Points Max
Total AHO Units Restricted to Extremely Low Income (ELI) Households:! 7 I Total AHO Units:I 63 I ELI Restricted AHO Units as a% of Total AHO Units: I 11% Programs § 107U) - 2 Points Max
(1) AHSC Funded Eligible Program Use• 1 point
Proposed Eligible Program Use: I Education, outreach and training programs for Active Transportation (2) Applicant Provided Program Documentation • 1 point (if Yes attach FAAST documentation) Program Operator will sustain the program beyond the term of the AHSC Program grant (three years)? FAAST F"I N I p C r II I Document showing how the Program Operator will sustain the program beyond the tenn of the AHSC Program grant (three 1 e ame: rogram on mua on years).

Urban Greening § 107(k) - 2 Points Max
Urban Greening costs: I AHD:I $0 I HRl:I $0 I STl:I $195,900 I HRl:I $25,000 I Total Urban Green Costs:I I Yes
I File Uploaded?
$220,900
2 No
Yes
No
No
Yes
3 1
1 Yes
2 AHSC Page 2 or 2 Quantitative Policy

ATTACHMENT A
1611
Grand View Village Connectivity Project Narrative-Based Scoring §107(l)(m)(n)(o) PIN 43722

ATTACHMENT A

EXHIBIT A
For this section, applicants must include a PDF attachment of a write-up that addresses the following questions and prompts. Please include the balded headers listed below for each section of the write-up; the auestions should not be re-stated in the write-uo. The total write-uo mav not exceed four oaaes, not includina reauired documentation, 11 ooint font minimum.

FAAST File Name: I Narrative !
Applicants must provide a response to each prompt listed below. Each prompt is designated by "Narrative . The File Uploaded? I Yes resoonses must be uo/oaded as a PDF and must not exceed 4 oaQes.

Collaboration & Planning -§107(1)- 4 Points
FAAST FIie Name: I Local Planning Efforts !
Applicants must indicate the appllcable section or elements of the local planning document the Project wlll imo/ement. File Uploaded? I Yes
FAAST FIie Name: I
Site Plan & Project Map !
Applicants must provide a site plan and project area map (or context plan) detailing housing end transportation collaboration. File Uploaded? I Yes
(1) Local Planning Efforts "Narrative
Identify what local planning efforts the project implements, and if applicable, describe what particular components of the project are derived from a local plan. Explain how local government agencies were involved in the process of creating the project. Refer to Section 107(1)(1) of the Guidelines and the draft narrative scoring rubric for further guidance. (2) Housing and Transportation Collaboration •Narrative Describe the relationship between the joint-applicants or partners that worked together to create the proposed AHSC project. Explain the process involved in coming together to create a larger version for the Project Area. Describe the integration of housina, transoortation, and urban areenino infrastructure comoonents in creatina a cohesive Proiect.

Community Benefits & Engagement -§107(m) - 6 Points
FAAST FIie Name: I Community Benefits & I
Appicants must provide a completed community engagement tracker. A copy of the tracker can be downloaded File Uploaded? I Yes Enaaaement Tracker here.

FAAST FIie Name: I Community Benefits & !
Letter of support from local community-based, grassroots organization describing the community engagement File Uploaded? I Yes Enaaaement lnrocess and haw feedback from local residents was incomorated into the nroiect. (1) Community Engagement and Leadership •Narrative
Describe how community-based organizations and local residents have been meaningfully involved in the visioning and development of this project. Explain in which stage(s) of the process community members and CBOs have been and will be engaged. Describe efforts to involve Disadvantaged and/or Low-Income Community residents, includina how meetinas were advertised and made accessible. (2) Addressing Community Needs "Narrative
Demonstrate how the proposed AHSC project meets one or more identified community needs, articulating how these needs were identified (e.g. through the community engagement process, a local needs assessment, as part of a local health department plan or other city/county plan, etc.). Address community needs beyond the provisions of housing and transportation. For projects located in a Disadvantaged Community or Low-Income Community, applicants are also encouraoed to cite too burdens from their CalEnviroScreen 3.0 score as communitv needs that their oroiects will address.

Community Climate Resiliency -§107(n) - 3 Points
(1) Climate Adaptation "Narrative
Consider if the surrounding community is experiencing specific climate vulnerabilities and how this Project aims lo address specific concerns. List projected climate impacts surrounding temperature and extreme heat, precipitation, sea level rise and inundation, and wildfires. Describe how potential climate impacts are taken into consideration in the design of the proposed Project, such as the incorporation of Natural Infrastructure, and, if applicable, how the project conforms with the local implementation of SB 379, Government Code section 65302(9)(4), where cities and counties are required to address climate adaptation and resiliency strategies in the Safety Element of their General Plan.

Community Air Pollution Exposure Mitigation §107(0) -2 Points Max (1) Air Pollution Exposure Mitigation Strategies "Narrative Identify pollutants of concern and/or known sources of pollution affecting the Project Area. Report the PM2.5, Diesel PM, Toxic Releases to Air, and Traffic Density percentiles as described in CalEnviroScreen 3.0 for the census tract in which the oroiect will be sited: Describe how air oollution mitiaation strate□ies are utilized in the desian of the Proiect.

AHSC Page 1 of 1 Narrative-Based Policy ATTACHMENT A
1612
AHSC Round 4 Document Checklist
Organizational Documents (submit documentation for each as App1, App2, etc .. ) Entity Type Submitted
Limited Partnership (L.P.)* FAAST File Name: Yes No
Certification & Legal Disclosure (wet signature required) App1 Cert & Legal Disclosure D □
Certificate of Limited Partnership (LP-1) App1 OrgDoc1 D n LP-2 (IF Applicable) App1 OrgDoc2 D n
Loan Authorization App1 OrgDoc3 D □
Certificate of Limited Partnership App1 OrgDoc4 D □
Certificate of Standing from Secretary of State App1 OrgDoc5 D □ Limited Partnership Agreement App1 OrgDoc6 D □
All Amendements to Limited Partnership Agreement App1 OrgDoc7 D □ Organizational Chart App1 OrgChart D □
Signature Block App1 Signature Block D □
Payee Data Record (STD 204) (wet signature required) App1 Payee Data D □ Resolution (wet signature required) App1 Reso D □
Corporations FAAST File Name: Yes No
Certification & Legal Disclosure (wet signature required) App1 Cert & Legal Disclosure 0 □
Articles of Incorporation, with all amendments App1 OrgDoc1 0 □ By-Laws, with all amendments App1 OrgDoc2 0 □
Certiificate of Status from Secretary of State App1 OrgDoc3 0 □ Evidence of tax-exempt status from FTB App1 OrgDoc4 0 □ Evidence of tax-exempt status from IRS App1 OrgDoc5 0 □ Organizational Chart App1 OrgChart 0 □
Signature Block App1 Signature Block 0 □
Payee Data Record (STD 204) (wet signature required) App1 Payee Data 0 □ Resolution (wet signature required) App1 Reso 0 □
Limited Liability Company (LLC)** FAAST File Name: Yes No Certification & Legal Disclosure (wet signature required) App1 Cert & Legal Disclosure D □
LLC-1 App1 OrgDoc1 D □
Articles of Organization, with all amendments App1 OrgDoc2 D □ Operating Agreement, with all amendments App1 OrgDoc3 D □ Certificate of Status from Secretary of State App1 OrgDoc4 D □ Organizational Chart App1 OrgChart D □
N/A
0 f7l
f7l
0 0
0 0
0 0
0 0
0 N/A
D
D
D
D
D
D
D
D
D
D
N/A
0 0
0 0
0 0

ATTACHMENT A

EXHIBIT A
Comments
Comments
Comments
ATTACHMENT A 1613
Signature Block App1 Signature Block □ □
Payee Data Record (STD 204) (wet signature required) App1 Payee Data □ □ Resolution (wet signature required) App1 Reso □ □
Resolutions***

1. Entity Name (identity of the contracting party or borrower) and Entity Type (corporation, non-profit, for-profit, LLC, etc .... ).

2. Name & Title of Signatory(ies)****
0 0
0 ATTACHMENT A

EXHIBIT A
NOTE: Name and title of authorized signatory(ies) is preferred. In instances pertaining to municipalities/jurisdictions/transit agencies (when title is acceptable), supporting documentation evidencing the individual who currently holds the position must be provided.

3. NOFA Date.

4. Language authorizing Signatory(ies) to sign Standard Agreement.

5. Amendment Provision included.

6. Aggregate dollar amount (should be equal to or greater than the requested/award amount), Loan Amount, and Grant amount, each to be listed individually.

7. Person attesting validity of resolution (must be someone other than person authorized to sign Standard Agreement).

8. The meeting date authorizing resolution.

9. All votes taken at meeting authorizing resolution (ayes, no's, absent, vacant).

10. Project name as it appears on AHSC application.
* The General Partner and Limited Partner who are members of the Limited Partnership will also need to submit applicable organizational documents based on the type of entity they are.
** Organizational documents for the manager of the LLC if an entity other than an individual. *** These are minimum requirements for a resolution. Updates can be requested once a review is completed. **** Ensure when identifying the Signatory(ies), if more than one is listed, that "and" or "or" is defined for individuals required to sign.

AHSC Round 4 Document Checklist Continued
AHSC - Supplemental Application Workbook
Overview TAB Submitted
FAAST File Name: Yes No N/A Comments
AB 1550 0 □ □
Project Area Map Threshold 0 n n
Transit Service Map # 0 □ □
Transit Service Schedule# 0 □ □
MPO Support Documentation 0 □ □
SGS or Equiv Regional Plan 0 □ □
Reloc Plan 0 □ □
Appendix B □ □ 0
AHD-HRITAB Submitted
FAAST File Name: Yes No N/A Comments
Net Density Verification 0 □ □
Cap Improvements Req 0 n n
SFH Lease Addendum 0 □ □
AHO Environmental 0 □ □
AHO Auth to Use Grant Funds 0 □ □
Market Study 0 □ □
AHO Site Control 0 □ □
AHO Preliminary Title Report 0 □ □
Past Exp AHD1 (submit documentation for each as AHD1, AHD2, etc .. ) 0 □ □ ATTACHMENT A 1614
AHD No Ag
AHD Ag Infill
HRI Environmental
HRI Auth to Use Grant Funds
Market Study
HRI Site Control
Past Exp HRl1 (submit documentation for each as HRl1, HRl2, etc .. ) HRI No Ag
HRI Ag Infill
HRI Local Approvals
Article XXXIV Attorney Opinion
Article XXXIV Authority
Tax Credit Reservation
AHD-HRI Dev Sources TAB
FAAST File Name: Yes
EFC AHD HRl1 (submit documentation for each as HRl1, HRl2, etc .. )

STI TAB
FAAST File Name: Yes
STI Cap Project Cost
EFC STl1 (submit documentation for each as STl1, STl2, etc .. ) STI Environmental
STI Auth to Use Grant Funds
STI Site Control
Past Exp STl1 (submit documentation for each as STl1, STl2, etc .. ) STI No Ag
STI Ag Infill
STI Local Approvals

TRA TAB
FAAST File Name: Yes
TRA Cap Project Cost
EFC TRA1 (submit documentation for each as TRA1, TRA2, etc .. ) TRA Environmental
TRA Auth to Use Grant Funds
TRA Site Control
Past Exp TRA1 (submit documentation for each as TRA1, TRA2, etc .. ) TRANo Ag
TRA Ag Infill
G □
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G □
G □
G □
G □
G □
G □
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G □
G □
G □
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Submitted
No
0 □
Submitted
No
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G □
G □
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Submitted
No
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0 G
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ATTACHMENT A

EXHIBIT A
Comments
Comments
Comments
ATTACHMENT A 1615
TRA Local Approvals

PGM TAB
FAAST File Name:

EFC PGM1 (submit documentation for each as PGM1, PGM2, etc .. ) Quantitative Policy TAB
FAAST File Name:

Bicycle Network Gap Closure
Pedestrian Network Gap Closure
Green Building Status
Energy Grid reductions
GGRF Fund Evidence
High Speed Rail Area
Project Area Map Scoring
Program Continuation
Anti-Displacement Resident
Anti-Displacement Business
Workforce Development
Narrative-Based Policy TAB
FAAST File Name:

SCS or Equiv Regional Plan
Local Planning Efforts
Site Plan & Project Map
Narrative
Community Benefits and Engagement
GHG & Co-Benefits Quantification
Description FAAST File Name:

Completed AHSC Benefits Calculator Tool GHG Benefits Calculator Tool
CalEEMod Input File GHG CalEEMod Input File
CalEEMod Output File GHG CalEEMod Output
File
Project area map documenting bicycle and pedestrian
improvements and transit routes. May be combined with GHG Project Area Map maps demonstrating activity centers and traffic calming measures
Map documenting traffic calming measures within half
mile of housing-related components. May be combined GHG Traffic Calming with maps demonstrating activity centers and TAC Measures measures
Map documenting activity centers within half mile of
housing-related components and half mile and quarter GHG Activity Center mile of transportation-related components. May be Credit Map combined with map demonstratings TAC measures and
traffic calmina measures
0 □
Submitted
Yes No
□ □
Submitted
Yes No
0 □
0 □
0 □
0 □
0 □
□ □
0 □
0 □
0 □
0 □
0 □
Submitted
Yes No
0 □
0 □
0 □
0 □
0 □
Submitted
Yes No
0 □
0 □
0 □
0 I I
0 I I
0 □
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0 N/A
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ATTACHMENT A

EXHIBIT A
Comments
Comments
Comments
Comments
ATTACHMENT A 1616
Map documenting distance to Central Business District
Must be generated using GARB mapping tool available
at: hlt[!s
://www.arb.ca.gov/cc/ca[!andtrade/auction[!roceeds
/kml/jobcenterma[!.htm
Letter from transit agency demonstrating funding for
new/expanded service and substantiating all TAC
inputs. Must include documentation of specifications of new service vehicles (e.g., fuel type, miles traveled), increase in ridership, adjustment factor, length of
average auto trip reduced, tolls avoided, and paid
parking at transit facility
Letter from bike share partner demonstrating number of
trips in first year
Demonstration of average daily traffic
PVWatts Calculator Output File
PVWatts Calculator Input File
Manufacturer specifications for proposed solar
photovoltaic system(s)
Demonstration of parking supply reduction below ITE
average. Refer to the AHSC Quantification Methodology
for default ITE parking rates
Demonstration of monthly unbundled parking costs
Demonstration of percent increase in market-rate
oarkina oricina
Demonstration of dwelling units per acre
Demonstration of transit subsidy value, percentage of
eligible residents, and years of fundina
GHG Distance to CBD
Map
GHG TAC Measure#
(submit documentation for
each TAC measure)
GHG Bike Share Trips
GHG Average Daily Traffic
GHG PVWatts Outputs
GHG PVWatts Inputs
GHG Solar Specifications
GHG Limit Parking Supply
GHG Unbundled Parking
Costs
GHG Market-rate Parking
Pricing
GHG Increase Density
GHG Transit Subsidy
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0 n
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0 r7I
n
□

ATTACHMENT A

EXHIBIT A
ATTACHMENT A 1617
STATE OF CALIFORNIA - BlJSINESS CONSUMER SERVICES AND HOUSING AGENCY

DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

ADMINISTRATION AND MANAGEMENT DIVISION
Business & Contract Services Branch
2020 W. El Camino Avenue, Suite 130, 95833
P. 0. Box 952054
Sacramento, CA 94252-2054
(916) 263-6872
www.hcd.ca.gov
FEB O 3 2020
Carol J. Ornelas
Chief Executive Officer
Visionary Home Builders of California, Inc.
315 North San Joaquin Street
Stockton, CA 95202
Re: 19-AHSC-12754, Grand View Village Connectivity Project Dear Carol J. Ornelas:

ATTACHMENT A

EXHIBIT B
Congratulations on your Affordable Housing and Sustainable Communities (AHSC) Program grant award. Attached is an electronic copy of the AHSC Standard Agreement with Exhibits A through E:

A. Standard Agreement (STD 213 and Exhibits A through E) STD 213 - Cover page
Exhibit A - Authority, Purpose and Scope of Work
Exhibit 8 - Budget Detail and Payment Provisions
Exhibit C - State of California General Terms and Conditions - GTC 04/2017 Exhibit C is now incorporated by reference; please see the STD 213 for additional information.

Exhibit D - AHSC Program Terms and Conditions
Exhibit E - Special Conditions

8. For expeditious handling of the contract, the Department offers two options for returning signed STD 213; please complete one of the following:

1. Review the entire Agreement thoroughly and, if necessary, discuss the requirements with your legal and financial advisors.

2. The person or persons authorized by the Resolution(s), must provide an original signature, printed name, title and date, using blue ink, on the lower left-hand section entitled "Contractor" on the STD 213 and/or on page 2 of the STD 213, if applicable.

ATTACHMENT A
1618

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

3. 4.

5. 6.

Option One: For electronic signature processing, reply to this Standard Agreement email notification with the attached, fully signed STD 213 page(s). All signatures must be original and in blue ink. All signers must be included in the reply email and confirm acceptance of e-signing the Agreement.

Option Two: Print five copies of the Standard Agreement, STD 213. Do not send photocopies of the signed STD 213 page(s). All five copies must be an original, wet signature and in blue ink; do not return the Exhibits to HCD.

Note: If the resolution did not authorize a designated official to sign the STD 213 and amendments thereto, your governing body must adopt a resolution authorizing a designated official(s) to sign the STD 213 and any subsequent amendments. If the authorized designee as reflected in the resolution, the awarded NOFA amount or your entity status has changed, you are required to provide, to the Department, a new resolution consistent with the terms of the NOFA award and adopted by your Board.

Return the e-signed copy or the five signed copies of the STD 213; and, if applicable, the certified resolution within 30 days from the date of this letter to the following address:

Department of Housing and Community Development
Business & Contract Services Branch
Contracts Office, Attention: Wendy Barnes
2020 West El Camino Avenue, Suite 130
Sacramento, CA 95833

7. Maintain a complete electronic version of the contract Agreement, STD 213 and Exhibits, for your pending file. Note: The contract is not effective until it is signed by the Awardee's designated official and the Department.

The Department reserves the right to cancel any pending Standard Agreement in its entirety if not returned within the required 30-day period.

Please contact Terri Wright, AHSC Program Manager, NOFA Awards Section, at (916) 263-7454 or email [email protected] if you have any questions regarding the Standard Agreement or the provisions therein.

Sincerely,
Wendy Ba nes
Contract Analyst
cc: Terri Wright, AHSC Program Manager, NOFA Awards Section

ATTACHMENT A
1619

STATE OF CALIFORNIA- DEPARTMENT OF GENERAL

SERVICES

STANDARD AGREEMENT
STD 213 (Rev. 03/2019)

AGREEMENT NUMBER
19-AHSC-12754

1. This Agreement is entered into between the Contracting Agency and the Contractor named below:

CONTRACTING AGENCY NAME

DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT

CONTRACTOR'S NAME
Visionary Home Builders of California, Inc.

2. The term of this Agreement is:

START DATE
Upon HCD Approval

THROUGH END DATE
06/30/2039

3. The maximum amount of this Agreement is:
$8,694,572.00

ATTACHMENT A

EXHIBIT B
PURCHASING AUTHORITY NUMBER (if applicable)

4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement.

EXHIBITS TITLE
Exhibit A Authority, Purpose and Scope of Work
A-1 Project Report
Exhibit B Budget Detail and Payment Provisions
Exhibit C* State of California General Terms and Conditions Exhibit D AHSC Program Terms and Conditions
Exhibit E Special Conditions

TOTAL NUMBER OF PAGES ATTACHED
Items shown with an asterisk ('), are hereby incorporated by reference and made part of this agreement as if attached hereto.

These documents can be viewed at https:l/www.dgs.ca.gov/OLS/Resources IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO.

CONTRACTOR
CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership.etc.) Visionary Home Builders of California, Inc.

CONTRACTOR BUSINESS ADDRESS
See Attached

PRINTED NAME OF PERSON SIGNING
See Attached

CONTRACTOR AUTHORIZED SIGNATURE
See Attached

CONTRACTING AGENCY NAME
Department of Housing and Community Development

CONTRACTING AGENCY ADDRESS
2020 W. El Camino Ave., Suite 130

PRINTED NAME OF PERSON SIGNING
Synthia Rhinehart
CITY
See Attached

STATE OF CALIFORNIA
CITY
Sacramento
STATE
See Attached
TITLE

DATE SIGNED
See Attached
STATE
CA
TITLE
Contracts Manager,
PAGES
10 0
7 GTC - 04/2017
14 2
33 ZIP
See Attached
ZIP
95833
Business & Contract Services Branch

CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED
California Department of General Services Approval (or exemption, if applicable) Exempt per; SCM Vol. 1 4.04A3 (DGS memo dated 6/12/1981)

ATTACHMENT A
1620

STATE OF CALIFORNIA

STANDARD AGREEMENT
STD 213 (Rev. 06/03)

CONTRACTOR
Visionary Home Builders of California, Inc.
a California nonprofit public benefit corporation,
By:

Carol J. Ornelas
Chief Executive Officer
Address:
315 N. San Joaquin Street
Stockton, CA 95202

ATTACHMENT A

EXHIBIT B
Visionary Home Builders pf California; Inc.
19-AHSC-12754

/

ATTACHMENT A
1621

1. EXHIBIT A

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

AUTHORITY, PURPOSE AND SCOPE OF WORK
Authority & Purpose
This Standard Agreement, STD 213, (hereinafter "Agreement") is the result of the Recipient's application ("Application") for funding under the Affordable Housing and Sustainable Communities ("AHSC") Program ("Program") pursuant to:

A. Part 1 of Division 44 of the Public Resources Code (commencing with Section 75200); B. The Program Guidelines dated October 29, 2018 ("Guidelines"), issued by the State of California, Strategic Growth Council ("SGC") and as may be amended from time to time; and
C. The Program's Notice of Funding Availability ("NOFA") issued by the Department Housing and Community Development ("Department" or "HCD"), is dated November 1, 2018.

The Application, and the Project Report dated 10/25/2019 (the "Project Report") including all representations made therein, are hereby incorporated in this Agreement by this reference.

The Guidelines and the NOFA are available on the Program Web site at:
http://sgc.ca.gov/programs/ahsc/docs/20190221-AHSC 17-18 Guidelines-Updated.pdf By entering into this Agreement and thereby accepting the award of Program grant funds ("Grant"}, the Recipient agrees to comply with applicable statutory law, Guidelines, the NOFA, and this Agreement, to abide by the representations made in the Application, and the terms and conditions of the Disbursement Agreement, which is more particularly described in Exhibit B, attached hereto.

2. Definitions
Capitalized terms herein shall have the meaning of the definitions set forth in the Guidelines, and page 1 of this Exhibit A, in addition:
"Affordable Housing Development" refers to the residential rental Affordable Housing Development described in the Application providing the affordable housing units, as described therein, in consideration of that portion of the Grant. The Affordable Housing Development shall meet all the criteria for an eligible project as set forth Section 103(a)(1) of the Guidelines. "Recipient" refers to the entity or entities submitting an application or to a related entity approved by the Department entering into this Agreement and identified as "Contractor" on page 1 to this Agreement (STD 213). In the case of joint applicants, "Recipient" shall also refer to each applicant or the Department-approved assignee of such applicant. Each joint applicant shall be jointly and severally liable for all obligations of a Recipient as set forth herein.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20

ATTACHMENT A
1622

3. EXHIBIT A

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

Any reference to a specific "Section• or "section• of the Guidelines shall initially refer to that specific numbered section ·of the Guidelines adopted on and dated October 29, 2018.

Notwithstanding, if and when the Department amends any portion of the Guidelines, all references herein to any such portion of the Guidelines shall be deemed to refer to the updated version of the Guidelines, either in whole or in part, as may be applicable. To the extent that any Guidelines section or sections (Section or Sections) provision is or are amended, and thereafter receive(s) a new Guidelines section number(s), any reference herein to the old Guidelines section(s) number(s) shall be interpreted to refer instead to.the Guidelines section(s) that Is (or are) intended to replace the content and substance of the former Guidelines section(s).

Scope of Work
The Scope of Work ("Work•) for this Agreement shall consist of one or more · of the following categories, by or on behalf of the Recipient, within the Program Project Area as detailed in this Exhibit A and the Project Report:

Included Grant Award Categories
("x")
X Housing-Related Infrastructure (HRI)
X Program Costs (PGM)
X Sustainable Transportation Infrastructure (STI)
X Transportation-Related Amenities (TRA)
The Department, the Recipient and other parties as required by the Department shall enter into a Disbursement Agreement governing among other things the disbursement of Program funds as more particularly described in Exhibit B hereto.

At the request of the .Department, Recipient shall provide further and additional evidence sufficient to demonstrate the existen� and/or completion of the items listed in the Project Report for which the Recipient's Application received points. Failure to provide.such evidence to the reasonable satisfaction of the Department may result in a reevaluation of the Application and the reductions or cancellation of the amount of the grant award, require repayn:ients of any disbtJrsed Program funds and the disencumbrance of Program funds awarded.

A. HRI
The Scope of Work for this Agreement for Housing-Related Infrastructure ("HRI Work") shall consist of the following:

Grand View HRI consists of the repair and restructuring of a 72" storm drain under a portion of the AHO.

The Affordable Housing Development and housing as designated in the Application that is supported by the HRI Work, and which is to be developed and constructed by the Recipient, or other developer, contains the following unit mix.

Affordable Housing and Sustainable Communities (AHSC} Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20

ATTACHMENT A
1623
Location of Housin9
Development (AF'N, address,
parcel ma�, spe�ific plan or
similar reference) City and
Count

EXHIBIT A

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

Grand View Village Connectivity Project
228 N. Hunter Street, 240 N. Hunter Street, 250 N. Hunter Street, 241 North San Joaquin Street
APN: 139-130-26, -02, 01, 04
Enter the number of units by be€1room size and ililcome level.

AHSC Assisted
# of # of Project Units* Income Limit TOTA'L
Bedrooms Units (Affordable (% of AMI) RESTRICTED
Housing UNITS**
Develo ment
1 1 1 30% 1
2 3 3 30% 3
3 3 3 30% 3
1 4 4 45% 4
2 7 7 45% 7
3 5 5 45% 5
1 6 6 50% 6
2 11 11 50% 11
3 8 8 50% 8
1 5 5 60% 5
2 5 5 60% 5
3 4 4 60% 4
2 1 Managers Unit N/A N/A
Total Project I 63 62 62
Units
*AHSC Assisted Units must equal at least 20 percent of the total residential units. **Total Restricted units include all units restricted by AHSC and the Tax Credit Allocation Committee (TCAC). The Grant amount was calculated based on the number of Total Restricted Units.

The HRI Work is necessary for the development of the Affordable Housing Development.

The Recipient is responsible for and shall ensure the completion of the HRI Work and the completion and occupancy of the Housing Development in accordance with the criteria set forth above and in the Project Report. The Department reserves the right to review and approve all HRI Work to be performed by the Recipient, or contracted by the Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20

ATTACHMENT A
1624

EXHIBIT A

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

Recipient, in relation to this Agreement. Any revision to the HRI Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.

B. Program Costs
The Scope of Work for this Agreement for Program (PGM) Costs ("PGM Work") , shall consist of the following:

Visionary Home Builders of California, Inc. will implement, in conjunction with SJCOG, the marketing and outreach of the DIBS transit education program through various channels, over the three (3) year program period, for residents and surrounding community. Each family at GW will receive one free monthly bus pass for 3 years The Recipient is responsible for and shall ensure the completion of the PGM Work associated with the Program Costs in accordance with the criteria set forth above and in the Project Report. The Department reserves the right fo review and approve all PGM.

Work to be performed by the Recipient, or contracted by the Recipient, in relation to this Agreement. Any revision to the PGM Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.

C. Sustainable Transportation Infrastructure
The Scope of Work for this Agreement for Sustainable Transportation Infrastructure ("STI Work") shall consist of the following:

Construction of Class IV bicycle facilities on Center Street and on El Dorado Street · between Cleveland Street and 3rd Street.

Construction of Class II and Class Ill bicycle facilities, sidewalks, crosswalks, trafficcalming improvements and greenscaping on San Joaquin Street between Miner Avenue and Weber Avenue, on Channel Street between Hunter Street and American Street and on Hunter Street between Miner Avenue and Weber Avenue.

Purchase one bi-level passenger rail car coach (Bombadier Bilevel Coach or equivalent) and install street trees and irrigation, new sidewalks with bulbouts, Class Ill bicycle facilities, rapid rectangular flashing beacons and crosswalks. on Channel Street between west of Stanislaus Street to Aurora Street.

The Recipient is responsible for and shall ensure the completion of the STI Work in accordance with Program requirements, the Application, and the criteria set forth In the Project Report. The Department reserves the right to review and approve all STI Work to be performed by the Recipient in relation to this Agreement. Any revision to the STI Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20

ATTACHMENT A
1625

EXHIBIT A

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

D. Transportation-Related Amenities
The Scope of Work for this Agreement for Transportation-Related Amenities (''TRA Work") shall consist of the following:

Construct complete street improvements.on Miner Street between Center Street and Aurora Street.

Construct 25 bus shelters with concrete base foundations, bus layover pads, benches and trash cans. Construct public Wi-Fi access for passengers at Downtown Transit Center.

Construct bus stop wayfinding signage.

The Recipient is responsible for and shall ensure the completion of the TRA Work in accordance with the criteria set forth above and in the Project Report. The Department reserves the right to review and approve all TRA Work to be performed by the Recipient in relation to this Agreement. Any revision to the TRA Work shall be submitted in writing for review and approval by the Department and shall require an amendment to this Agreement.

4. Criteria Applicability
Based on the points awarded to its Application, Recipient assures the Department of the existence of the following criteria of Section 107:

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Estimated GHG Reductions based on
GHG Quantification Methodology
Extent to which Project incorporates
Active Transportation Improvements
Extent to which the Project
incorporates Green Buildings and
Renewable Energy
Extent to which Project incorporates
Housing and Transportation
Collaboration
X
X
X
X
Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20
X X
X X

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X X
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ATTACHMENT A
1626

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Extent to which Project incorporates
Location Efficiency and Access to
Destinations
Extent to which Project Leverages
non-AHSC Funds
Anti-Displacement and Local
Workforce Development & Hiring
Practices
Extent to which the Affordable
Housing Development Serves
Extremely Low Income Households
Extent to which Project incorporates
Proqrams
Extent to which the Project
incorporates Urban Greening
GHG Emissions Reductions Estimate

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

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Capital Projects Program Costs

X X X X X X

X X X X NIA

X NIA NIA NIA NIA NIA

X X X X X X

X NIA X X X X

X X NIA X X
Based on the inputs in the Application, the estimated total MTCO2e over the life of the project is 15601.96. This information can be found on the Strategic Growth Council's website in a document called AHSC Round 4 Data for Public Release.

Performance Milestones
Recipient shall ensure the completion of the PERFORMANCE MILESTONES set forth below by the designated dates. When Recipient misses or anticipates missing a Performance Milestone deadline, Recipient shall notify the Department in writing as soon as is reasonably practicable. In this notification, Recipient shall explain why the deadline has been or will likely be missed; provide a status update relative to the other Performance Milestone deadlines; and provide assurances that it will meet the remaining Performance Milestone deadlines. Recipient's failure to provide a timely written notification shall be considered a default under this Agreement.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20

ATTACHMENT A
1627

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

EXHIBIT A

HRI PERFORMANCE MILESTONE
Executed binding agreement between the Recipient and developer of the proposed Housing Development detailing the terms and conditions of the Project development.

Site Control of Housing Development site(s) by proposed housing developer.

Completion of all necessary environmental clearances, including those required under CEQA and NEPA.

Obtaining all necessary and discretionary public land use approvals.

Obtaining all enforceable funding commitments for at least the first phase of the Housing Development supported by the HRI.

Obtaining all enforceable funding commitments ·for all construction period financing for the HRI
Obtaining enforceable commitments for all construction/permanent financing described in the Sources and Uses including substantially final construction and permanent loan documents, and tax credit syndication documents for remaining phases of Project.

Submission of Final Construction DraWings and Specifications to the appropriate local building department or permitting authority.

Commencement of construction of the HRI.

Commencement of construction of the Housing Development Construction of HRI complete.

Construction of the Housing Development complete and the filing of The Notice of Completion.

Program funds fully disbursed.

Affordable Housing and Sustainable Communities (AHSC} Program Round IV - Grant
NOFA bate: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20
DATE
02/05/2019
' 01/31/2019
04/20/2015
01/31/2019
03/0220
03/2020
03/2020
11/2019
03/2020
03/2020
09/2021
09/2021
09/2021

ATTACHMENT A
1628

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

EXHIBIT A

PGM PERFORMANCE MILESTONE
Identification and commitment of program operator and partners Completion of a business or a work plan
Program funds fully disbursed

STI PERFORMANCE MILESTONE
Executed binding agreement between the Recipient and developer of the proposed development detailing the terms and conditions of the Project development.

Site Control of STI site(s) by proposed developer.

Completion of all necessary environment�! clearances, including those. required under CEQA and NEPA
Obtaining all necessary and discretionary public land use approvals.

Submission of Final Construction Drawings and Specifications to the appropriate local permitting authority.

Commencement of construction of STI.

Construction completion of STI and closeout.

Program funds fully disbursed.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20
DATE
10/29/2019
02/07/2019
02/06/2019
DATE
02/05/2019
01/30/2019
04/20/2015
01/30/2019
11/2019
3/30/2020
09/2021
09/2021

ATTACHMENT A
1629

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

EXHIBIT A

TRA PERFORMANCE MILESTONE
Executed binding agreement between the Recipient and developer of the proposed development detailing the terms and conditions of the Project development.

Site Control of TRA site(s) by proposed developer.

Completion of all necessary environmental clearances, including those required under CEQA and NEPA.

Obtaining all necessary and discretionary public land use approvals.

Submission of Final Construction Drawings and Specifications to the appropriate local permitting authority.

Commencement of construction of TRA.

Construction completion of TRA and closeout.

Program funds fully disbursed.

6. HCD Contract Coordinator

DATE
02/05/2019
01/30/2019
04/20/2015
01/30/2019
11/2019
03/2020
09/2021
09/2021
The HCD Contract Coordinator of this Agreement for the Department is the Division of Financial Assistance Loan Closing AHSC Program Manager, or the Manager's designee. Unless otherwise informed, any notice, report, or other communication required by this Agreement shall be mailed by first class to the HCD Contract Coordinator at the following address:

7. Loan Closing AHSC Program Manager
Division of Financial Assistance - Loan Closing Section Department of Housing and Community Development
P.O. Box 952054
Sacramento, California 94252-2054
Recipient Contact Coordinator
The Recipient's Contract Coordinator for this Agreement is listed below. Unless otherwise informed, any notice, report, or other communication required by this Agreement shall be mailed by first class to the contact at the following address:

Affordable Housing and Sustainable Communities (AHSC) Program Round IV -· Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20

ATTACHMENT A
1630
Recipient:

Name:

Address:

Phone No.:

Email:

EXHIBIT A

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

Visionary Home Builders of California, Inc.

Carol J. Ornelas
315 N. San Joaquin Street
Stockton, CA 95202
209-466-6811
[email protected]
Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/19
Prep. Date: 01/22/20

ATTACHMENT A
1631

1. 2.

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

EXHIBIT B

BUDGET DETAIL AND PAYMENT PROVISIONS
Project Sources and Uses
The preliminary projected sources and uses ("Sources and Uses") set forth in this Exhibit B contains the cost items for the design, development and construction of the approved HRI, STI, TRA Project(s) (collectively, "Infrastructure Project"), and for PGM, as applicable. Recipient agrees that any cost overruns or Increases resulting in a total cost for Infrastructure Project exceeding that set forth therein shall be the responsibility of Recipient.

Contract Amount
A· For the purposes of performing the Work, the Department agrees to provide the aggregate amount identified on page ·1, number 3 of this Agreement (STD 213) in the form of a grant ("Grant') for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work in excess of this Grant amount, or for any unauthorized or ineligible costs.
1) For the purposes of performing the Work related to the HRI, as set forth in Exhibit A, the Department agrees to provide $700,000.00 in the form of a grant for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any .costs for the Work in excess of this amount, or for any unauthorized or ineligible costs.
2) For the purposes of performing the Work related to the PGM, as set forth in Exhibit A, the Department agrees to provide· $282,420.00 in the form of a grant for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work in excess of this amount, or for any unauthorized or ineligible costs.
3) For the purposes of performing the Work related to the STI, as set forth in Exhibit A, the Department agrees to provide $6,787,152.00 in the form of a grant for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work in excess of this amount, or for any unauthorized or ineligible costs.
4) For the purposes of performing the Work related to the TRA, as set forth in Exhibit A, the Department agrees to provide $925,000.00 in the form of a grant for the uses identified in the Sources and Uses. In no instance shall the Department be liable for any costs for the Work in excess of this amount, or for any unauthorized or ineligible costs.

B. The Department may approve a request from the Recipient to reallocate funds between authorized activities and itemized amounts stated In the budget for the designated grant Work. Changes in aggregate of ten percent or less, of the total grant amount between Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 01/22/2020

ATTACHMENT A
1632

3. 4.

5. 6.

EXHIBIT B

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

activity categories during the term of this Agreement, and expenditures pursuant thereto, may be made only after the Department's express written approval, but do not require a written amendment to this Agreement.

Other Funding Sources
Where the Sources and Uses set forth in this Exhibit B identify funds other than Program funds, those funds shall be expended and applied to Project costs as provided therein. Recipient agrees that it will make best efforts to ensure that the other funds specified in the Sources and Uses are available for disbursement as provided in this Exhibit, and approved for the use specified in the Sources and Uses, except to the extent the Sources and Uses may be updated and modified by the Disbursement Agreement described below. The Recipient shall provide evidence and assurance of the commitment and availability of such other sources of funding identified in the Sources and Uses as provided in the Disbursement Agreement. The terms and conditions of all construction financing to be used in conjunction. with the Program funds shall be subject to the Department's review and approval.

Completion Dates
A. Program funds must be disbursed no later than December 31, 2024.

8. All un-disbursed funds remaining as o� December 31, 2024, shall be disencumbered.

C. All invoices for payment must be submitted to the Department no later than July 30, 2024.

D. This Agreement shall expire on June 30, 2039.

Method of Payment
A. Payment shall be made as reimbursed progress payments as set forth in the Disbursement Agreement. Recipient shall request payment for work completed on forms provided by the Department and subject to such documentation as the ·Department may require.

8. The Department shall not authorize payments unless it determines that the Program funds shall be expended and disbursed in compliance with the terms and provisions of the Guidelines, the NOFA, this Agreement and the Disbursement Agreement.

Disbursement Agreement
A. The Recipient, the Department and such other parties as may .be reasonably required by the Department, shall enter into a Disbursement Agreement in a form provided by the Department. The Disbursement Agreement shall contain a specific description of the Work and an updated.Sources and Uses therefore, including an updated table of Sources and Uses, and the specific terms and conditions for the disbursement of Program funds. In the event of a conflict between this Agreement and the Disbursement Agreement, as Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep .. Date: 0112212020

ATTACHMENT A
1633

EXHIBIT B

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

determined by the Department, the terms of the Disbursement Agreement, being the later and more specific document, shall govern; provided however, that no resolution of any such conflict shall be contrary to, or result in a waiver or violation of, the Guidelines or the NOFA.

B. · The requirement for a Disbursement Agreement set forth in this paragraph may be waived by the Department where, at Its S.ole discretion, it determines that:
1) Satisfactory completion of the Work has occurred,
2) Proper disbursement and use of Program funds have occurred, 3) Performance of, and compliance with, all the obligations, terms and co11ditions of this Agreement have occurred, and,
4) Compliance with all applicable statutes, laws, guidelines, and regulations, all have been or will be achieved without the execution of a Disbursement Agreement. The Department may require the submittal by the Recipient of such information, records, documents, certificates and other material, as it deems necessary to make this determination.

C. Payee record information is required for payment(s) to be made. All payee(s) receiving grant funds shall be listed below:

Payee Name:

Visionary Home Builders of California, Inc.

Visionary Home Builders of California, Inc.

Visionary Home Builders of California, Inc.

Visionary Home Builders of California, Inc.

Activity: Award Amount:
$700,000.00
$6,787,152.00
$925,000.00
Housing Related Infrastructure
Sustainable Transportation Infrastructure
Transportation-Related Amenities
Programs $282,420.00
Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 01/22/2020

ATTACHMENT A
1634

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

EXHIBIT B

SOURCES AND USES - HRI

PROJECT BUDGET

INFRASTRUCTURE DEVELOPMENT BUDGET AND SOURCES

GRAND VIEW VILLAGE CONNECTIVITY

PROJECT

ESTIMATED HRI CAPITAL

IMPROVEMENT PROJECT COSTS

DEVELOPMENT COSTS

COST CATEGORY

PROJECT ACTIVITY
(Hard Costs)
Total Project Activity
Costs

SOFT COST S AND

OTHER PROJECT

RELATED COSTS
Total Soft Cost and
Other Project Related
Costs

TOTAL PROJECT COSTS
$650,000
$50,000
$700,000

VISIONARY HOME BUILDERS OF
CALIFORNIA, INC.
$650,000
$50,000
$700,000

DEVELOPMENT COSTS

BY FUNDING SOURCE

NIA NIA

NIA NIA

NIA NIA
Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 01/22/2020

ATTACHMENT A
1635

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754
EXHIBIT B Page 5 of 7

SOURCES AND USES - PROGRAM COSTS

PROJECT BUDGET

BUDGET AND SOURCES

GRAND VIEW VILLAGE CONNECTIVITY

PROJECT

ESTIMATED PROGRAM COSTS

DEVELOPMENT COSTS

COST CATEGORY
Total Soft Cost and Other
Project Related Costs

TOTAL PROGRAM COSTS
$282,420
$282,420

VISIONARY HOME BUILDERS OF
CALIFORNIA, INC.
$282,420
$282,420

DEVELOPMENT COSTS

BY FUNDING SOURCE

N/A N/A

N/A N/A
Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 01/22/2020

ATTACHMENT A
1636

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754.

EXHIBIT B

SOURCES AND USES - STI

PROJECT BUDGET

INFRASTRUCTURE DEVELOPMENT BUDGET AND SOURCES

GRAND VIEW VILLAGE CONNECTIVITY

PROJECT

ESTIMATED STI CAPITAL

IMPROVEMENT PROJECT COSTS

DEVELOPMENT COSTS

COST CATEGORY

PROJECT ACTIVITY
(Hard Costs)
Total Project Activity
Costs

SOFT COSTS AND

OTHER PROJECT

RELATED COSTS
Total Soft Cost and
Other Project Related
Costs

TOTAL PROJECT COSTS
$11,027,765
$984,387
$12,012, 152

VISIONARY HOME BUILDERS OF
CALIFORNIA, INC.

DEVELOPMENT COSTS

BY FUNDING SOURCE
ACTIVE

MEASURE TRANSPORT
K (2 funds) ATION

PROGRAM
$6,637,220 $2,235,504 $2,155,041
$149,932 $75,748 $682,959
$6,787, 152 $2,387,000 $2,838,000
Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 01/22/2020

ATTACHMENT A
1637

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754
EXHIBIT B Page 7 of 7

SOURCES AND USES - TRA

PROJECT BUDGET

INFRASTRUCTURE DEVELOPMENTBUDGET AND SOURCES

GRAND VIEW VILLAGE CONNECTIVITY

PROJECT

ESTIMATED TRA CAPITAL

IMPROVEMENT PROJECT COSTS

DEVELOPMENT COSTS

COST CATEGORY

PROJECT ACTIVITY
(Hard Costs)
Total Project Activity
Costs

SOFT COST S AND

OTHER PROJECT

RELATED COSTS
Total Soft Cost and
Other Project Related
Costs

TOTAL PROJECT COSTS
$12,802,589
$243,988
$13,046,577

VISIONARY HOME BUILDERS OF
CALIFORNIA, INC.
$125,000
$800,000
$925,000

DEVELOPMENT COSTS

BY FUNDING SOURCE
ACTIVE

TRANSPOR
TATION

PROGRAMS
OTHER
$6,714,000 $118,988
N/A $4,890,174
$6,714,000 $5,407,577
Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 01/22/2020

ATTACHMENT A
1638

EXHIBIT D

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

AHSC PROGRAM TERMS AND CONDITIONS

GENERAL

1. . .

Effective Date, Commencement of Work and Completion Dates A. This Agreement is effective upon approval by all parties and the Department, which is evidenced by the date signed by the Department on page one, Standard Agreement, STD 213 (the "Effective Date"). The Recipient agrees that neither the construction of the Housing C>evelopment nor the Work has commenced as of the deadline for submittal of applications set forth in the Notice of Funding Availability. The Recipient agrees that the Work shall be completed as specified in this Agreement, and as set forth in the Project Report , hereby incorporated In this Agreement by this reference subject to the Agreement expiration date specified on page 1, number 2, of this Agreement (STD 213), and in Exhibit B, unless a written request for an extension is submitted and written approval by the Department is provided within 90 days prior to the expiration date of the Agreement. Any extension to the expiration date shall require an amendment to this Agreement.

B. Pursuant to §111 (a) and (b) of the Guidelines, construction of the Affordable Housing Development and the housing designated in the Application, must commence within two years of the Program award· date and be completed (including completion of all phases identified in the Application and accounting for the total number of units on which the Grant award is based) within five years of the Program award date.

2. Termination
Notwithstanding any . other provision of this Agreement,· the Department may terminate this Agreement at any time for cause by giving at least 14 days' notice 1n writing to the Recipient.

Cause shall consist of violations by Recipient of any General of Special Terms and Conditions of this Agreement, to include but not limited to Paragraph 43 of this Exhibit. Upon termination of this Agreement, unless otherwise approved in writing by the Department, any unexpended funds received by the Recipient shall be returned to the Department within 14 days of the Notice of Termination. In the event of withdrawal of the Department's expenditure authority, all obligations of the Department to continue funding any amounts, whether for the benefit of Recipient or any other persons, shall fully and immediately cease and terminate, and the Department shall thereafter have no duty or obligation to undertake or perform any act that it is not legally or practically able to. Department makes no representation or warranty, express or implied, to Recipient or any other persons that all or any portion of the Program Grant Documents will be enforceable after the withdrawal of the Department's funding authority.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV � Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1639

3. 4.

EXHIBITD

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

Affordable Housing and Sustainable Communities Grant Documents In addition to this Agreement, the Recipient shall execute and enter into a Disbursement Agreement which shall govern the terms, disbursement and use of the Program funds, the Covenant described below, and other additional agreements and documents, as the Department may deem reasonable and necessary to meet the requirements of the Program and the terms and conditions of this Agreement. The Department may request, and if requested, the Recipient shall agree to and record a performance deed of trust ensuring the completion of the Work. Said performance deed of trust shall be recorded agains,. the entire legal parcel underlying the object which it ensures is being constructed.

Covenant Regarding the Affordable Housing Development
I
Prior to the disbursement of Program funds, the Recipient shall enter Into a written Covenant Regarding the Affordable Housing Development ("Covenant•) with the Department, and including such other parties as the Department may reasonably 'require, which shall require the development and construction of the Affordable Housing Development with, the number of units and the number of bedrooms per unit, the extent and depth of affordability, as set forth In the Project Report and Exhibit A, and other uses and amenities for which points were granted to the . Application. The Covenant shall be recorded against the parcel or parcels of real property on which the Affordable Housing Development is to be located and shall be binding on all successors, transferees, and assignees acquiring an interest in the Affordable Housing Development as follows:

A For rental housing developments, the Covenant shall require the continuation of the .affordability of the Affordable Housing Development for a period of not less than 55 years from the date of the filing of a notice of completion for Affordable Housing Development.

B. For homeownership housing developments, the Covenant shall require the continuation of the affordability for a period of not less than 30 years from the date of a filing of a Notice. of Completion for the Affordable Housing Development. The affordability will be ensured through a resale restriction or equity sharing upon resale.

C. The Department may waive this requirement for the Covenant upon the Department's determination that sufficient protections are in place to ensure the development and continued operation and occupancy of the Affordable Housing Development in accordance with this Agreement.

D. In addition to the Covenant, the Department may request, and if requested, the Recipient shall agree to and recorcl a performance deed of trust ensuring the completion of the Work.

Said performance deed of trust shall be recorded against the entire legal parcel underlying the object which it ensures is being constructed. Alternatively, the Department may require that the Covenant contain a power of sale· clause, which may be exercised in the event that the Work is not timely completed, or in the event of an uncured breach of this Agreement.

Affordable Housing arid Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1640

5. Site Control

EXHIBIT D

ATTACHMENT A
l=XHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

The Recipient shall ensure that site control of the real property associated with the Work is sufficient to meet the requirements of the Program. This shall include, but not be limited to, ensuring the timely commencement of the Work as determined by the Department. Site control of the Work may be evidenced by 'one of the following:

A. Fee title;
B. A leasehold interest on the property with provisions that enable the lessee to make improvements on and encumber the property provided that the terms and conditions of any proposed lease shall permit, prior to grant funding, compliance with all program requirements;
C. An enforceable option to purchase or lease which shall extend through the anticipated date of the Program award as specified in the NOFA;
D. An executed disposition and development agreement, right of way, or irrevocable offer of dedication to a Public Agency;
E. An executed encroachment permit for construction of improvements or facilities within the public right of way or on public land;
F. An executed agreement with a public agency that gives the applicant exclusive rights to negotiate with the agency for the acquisition of the site; provided that the major terms of the acquisition have been agreed to by all parties;
G. A land sal.es contract or enforceable agreement for acquisition of the property; or H. Other forms of site control that give the Department equivalent assurance that the applicant or developer will be able to complete the Work and all housing designated in the Application in a timely manner and in accordance with all the requirements of the Program.

The Recipient shall also obtain all licenses, easements and rights-of-way or other interests required for completion of the Work, and provide evidence of such instruments prior to the first disbursement of Program funds.

6. Appraisals
Recipient shall, at the request of the Department, provide an appraisal of the real property to be acquired as part of the Work, prepared in a form, and by a qualified appraiser, acceptable to the Department.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1641

7. EXHIBITD
Relocation Plan

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

If there is or will be any residential or commercial displacement directly or indirectly caused by the Work, as defined in state law, the Recipient shall provide a relocation plan conforming to the requirements of state law and the regulations adopted by the Department in California Code of Regulations, Title 25, section 6000 et seq. The project and/or the development budget shall contain sufficient funds to pay all costs of relocation benefits and assistance as set forth in the relocation plan accepted by the Department. Should a relocation plan not be required, Recipient. must provide documentation for Department approval that there are no relocation requirements.

8. Article XXXIV
The Recipient shall deliver to the Department satisfactory evidence that the requirements of Article XXXIV of the California Constitution are inapplicable or have been satisfied.

9. Environmental Conditions
The Recipient shall provide to the Department the following:

A. All Environmental Site Assessment {"ESA") Reports (to include Phase I, II, Ill, supplemental or update assessments and reports) for the Work, in conformance with ASTM Standard Practice E 1527,. evaluating whether the Work is affected by any . recognized environmental conditions.

B. Documentation and/or a certification satisfactory to the Department that all ESA Report recommendations including remediation and/or mitigation work have been completed.

C. Mitigation requirements required as a result of the Final Environmental Impact Report ("EIR") or Mitigated Negative Declaration if applicable and evidence satisfactory to the Department that all mitigation requirements have been satisfied. · ·

10. Compliance with State and Federal Laws, Rules, Guidelines and Regulations The Recipient agrees to comply with all State and Federal laws, rules and regulations that pertain to construction, health and safety, labor, fair employment practices, equal opportunity, and all other matters applicable to the Work, the Recipient, its Contractors or Subcontractors, and any grant activity.

11. Litigation
A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competerrt jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1642

EXHIBIT D

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

B. The Recipient shall notify the Department immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or the Department, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of the Department.

12. Milestones
Recipient shall ensure the completion of the PERFORMANCE MILESTONES set forth in the Project Report and Exhibit A of this Agreement, and as further set forth in the Disbursement Agreement by the designated dates. Recipient shall timely inform the Department when a milestone is missed or at risk of being missed, provide an update of these timelines and provide assurances from the Recipient for timely completion of the remaining Milestones. Failure to timely notify the Department shall be considered a default under this Agreement.

13. Insurance
The Recipient shall have and maintain in full force and effect forms of insurance, at such levels .and for such periods, in accordance with the Disbursement Agreement.

14. Change of Conditions
Notwithstanding the Department's obligations.to provide payments pursuant to Exhibit B hereof, the Department reserves the right to evaluate the Recipient's need for Program funds based on new information or funding sources associated with the Work. If the Department determines that the Program funds, or a portion thereof, are no longer necessary to complete the· Work, the Department may reduce the amount of the Grant accordingly. In the event the Department determines the Work is no longer financially feasible, any Grant commitment issued by the Department and this Agreement may be terminated.

15. Obligations of Recipient with Respect to Certain Third Party Relationsh�ps The Recipient _shall remain fully obligated under the provisions of this Agreement, notwithstanding its designation of any third party or parties for the undertaking of all or any part of the Work with respect to which assistance is being provided under this Agreement. The Recipient shall comply with all lawful requirements of the Department necessary to ensure the completion, occupancy and use of the Work in accordance with this Agreement.

16. Waivers
No waiver of any breach of this Agreement shall be held to be a waiver of any prior or subsequent breach. The failure of the Department to enforce at any time _the provisions of this Agreement or to require at any time performance by the Recipient of these provisions shall in no way be construed to be a waiver of such provisions nor to affect the validity of this Agreement or the right of the Department to enforce these provisions.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1643

17. EXHIBIT D
Identity of Interests

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

As a condition of disbursement, Recipient shall execute a Certificate of Identity of Interest ("Certificate•) listing all relationships constituting an identity of interest with entities providing goods or services in connection with Recipient's performance of the Work. The Certificate shall be in a form provided by the Department. At the Department's request, Recipient shall submit contracts, instruments, documents, correspondence or other writings relating to Recipient's relationship with entities listed in the Certificate. The existence and nature of such relationships shall be subject to the review and approval of the Department to the extent necessary to ensure compliance with Program requirements and this Agreement.

DESIGN REQUIREMENTS

18. Architect
The Recipient shall utilize the services an architect and/or an engineer to provide professional design and engineering services for the Work. The contract shall require an architect and/or an engineer to supervise the construction work, conduct periodic site visits, prepare periodic inspection reports, verify the validity of the construction contractor's payment requests, prepare or review change orders, and, upon completion of construction, provide the certification described in paragraph 33 of these AHSC Program Tenns and Condi1:ions. At the request of the Department, Recipient shall submit any and all contracts for these services to the Department for its review and approval.

19. Plans and Specifications and Proiect Cost Estimates At the request of the Department, the Recipient shall submit plans and specifications and project cost estimates for the Work to the Department for its review and approval. The Work shall be constructed in substantial compliance with the plans and specifications, subject to any change order(s) accepted by the Department where such acceptance is required.

20. Reasonable Development Costs
At the request of the Department, the Recipient shall provide evidence acceptable to the Department that the total costs of the Work are reasonable and necessary for the proposed improvements. To verify cost reasonableness, the Department may require qualified third party verification of cost, evidence of the competitive bidding of major cost components and appraisals.

21. Adaptability and Accessibility
The Work shall comply with all applicable federal, state and local laws regarding adaptability and accessibility for persons with disabilities in the design, construction and rehabilitation of projects.

Affordable Housing and Sustainable Communities (AHSC} Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1644

EXHIBIT D

22. Acoustics Report

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

Upon request, the Recipient shall provide the Department with an acoustics report for the Affordable Housing Development in form acceptable to the Department.

23. Approval by Public Works Department
Where approval by a local public works department, or its equivalent, is required for the Work, · the Recipient must submit, prior to the disbursement of Grant funds, a statement from that · department, or other documentation acceptable to the Department, indicating that the Work has been approved by that department.

CONSTRUCTION REQUIREMENTS

24. Construction Contract
Except for work performed by its own employees, the Recipient shall enter into a written construction contract or contracts ("Construction Contract(s)") with a duly licensed contractor or contractors ("Contractor(s)") for the construction activities of the Work. The Construction Contract(s) shall require, where applicable, prevailing wages be paid in conformance with Labor Code section 1720 et seq. and applicable provisions of this Agreement. The Construction Contract(s) and any amendments thereto shall be subject to the prior approval of the Departmen.t.

26. Contractor's Assurance of Completion
The Contractor(s) shall provide security to assure completion of the Work by furnishing the Recipient with Performance and Payment Bonds, or a Letter of Credit, which shall remain in effect during the entire term of the Construction Contract(s), and which shall be in a form and from an issuer which is acceptable to the Department. The Performance Bond shall be in an amount at least equal to 100 percent of the approved construction costs included in the Construction Contract(s) to provide security for the faithful performance of the Construction Contract(s) including a warranty period of at least 12 months after completion. The Payment Bond shall be in an amount at least equal to 100 percent of the approved construction costs included in the Construction Contract(s) to P,rovide security for the payment of all persons performing labor on the Work and furnishing materials in connection with the Construction Contract. A Letter of Credit shall be in an amount equal to at least 20 percent of the approved construction costs included in the Construction Contract(s), in the form of an unconditional irrevocable, stand-by letter of credit.

The Department shall be named as an additional obligee in the Bonds or an additional beneficiary under the Letter of Credit.

26. Prevailing Wages
Pursuant to Section 113 of the Guidelines, for the purposes of the State Prevailing Wage Law (Labor Code Sections 1720-1781), a grant under the Program shall be considered public funding for the construction, rehabilitation, demolition, relocation, preservation, or other physical improvement of the Work subject to the provisions of the State Prevailing Wage Law. Program Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1645

ATTACHMENT A

EXHIBIT B

EXHIBIT D
.

Visionary Home Builders of California, Inc.
19-AHSC-12754

funding of the Work shall not necessarily, in and of itself, be considered public funding of a Housing Development unless such funding is otherwise considered public funding under the State Prevailing Wage.Law. It is not the intent of the Department to subject Housing Developments to the State Prevailing Wage Law by reason of Program funding of the Work in those circumstances where such public funding would not otherwise make the Housing Developments subject to the State Prevailing Wage Law. Although the use of Program funds does not require compliance with federal Davis-Bacon wages, other funding sources may require compliance with federal DavisBacon wages. The Recipient shall prepare a plan for compliance with this section, which plan shall be subject to the review and approval of the Department.

27. Construction Phase lnfonnation
If requested by the Department, the Recipient shall provide the Department:

A Information during the construction period, including but not limited to all change orders and modifications to the construction documents, and all inspection reports of the Work.

Upon written notice to Recipient, the Department may require its advance written approval of all future change orders and modifications. Deviations from the plans and specifications which have the effect of reducing the quality, life or utility of a specified item or system must receive the prior written approval of the Department. Should change orders be submitted to the Department for its approval, they shall be deemed accepted if not rejected in writing within 10 business days of receipt by the Department. Recipient shall not authorize or approve · any change orders rejected by the Department where the Department's approval is required.

B. Information during the construction period including but not limited to all change orders and modifications to the construction documents, all inspection reports prepared by the Housing Development architect and other consultants, and information relative to the Housing Development income, expenses, occupancy, relocation benefits and expenses, contracts, operations and conditions of the Housing Development. Upon written notice to Recipient, the Department may require its advance written approval of all future change orders and modifications. Deviations from the plans and specifications which have the effect of reducing the quality, life or utility of a specified item or system must receive the prior written approval of the Department. Should change orders be submitted to the Department for its approval, they shall be deemed accepted if not rejected in writing within 1 O business days of receipt by the Department. Recipient shall not authorize or approve any change orders rejected by the Department where the Department's approval is required.

28. Signage
A Recipient shall place signs on the construction site for the Work stating that the Department is providing financing through the Program in an appropriate location(s), typeface and size containing the following message:

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1646

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

EXHIBIT D

GRAND VIEW VILLAGE CONNECTIVITY PROJECT

THIS PROJECT HAS BEEN MADE POSSIBLE

BY FINANCING FROM

CALIFORNIA CLIMATE INVESTMENTS
(Funded through the GREENHOUSE GAS REDUCTION FUND}

AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES PROGRAM

THROUGH THE

STRATEGIC GROWTH COUNCIL AND

THE CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT I
B. The sign shall be maintained in a prominent location visible and legible to the public through construction compietion. If the job sign includes the acknowledgment and/or logo of one or more other public lenders or granters, the acknowledgement and logos required by this Paragraph 28 shall also be displayed in a similar size and layout. Copies of the Department, SGC and California Climate Investments ("CCI") logos can be obtained by contacting the HCD Contract Coordinator.

C. Upon installation of the sign, the Recipient shall submit a digital photograph thereof to the Department. The Recipient will also provide the �partment, upon its request, with copies of any photographs that may be taken of the Work by or on behalf of the Recipient or its architect. The Recipient will provide an acceptable written consent and release agreement authorizing use of said photographs,.all at no expense to the Department.

INSPECTION OF GRANT ACTIVITIES

29. Site Inspection
• The Department reserves the right, upon reasonable notice, to inspect the Work site and any structures or other improvements thereon to determine whether the Work site meets the requirements of Program and this Agreement. If the Department reasonably determines that the site· is not acceptable for the proposed Work in accordance with the Guidelines, the Department reserves the right to cancel its funding commitment and this Agreement.

30. Work Inspection
A. The Department and any authorized representative of the Department shall have the right; during construction and thereafter, to enter upon and inspect the construction of the Work to ensure that the construction is being and has been performed in accordance with the applicable Federal, State, and /or local requirements, the Guidelines and the terms of this Agreement. Such right to inspect shall include, but shall not be' limited to, the right to · inspect all work done, all materials and equipment used or to be used, and all books and records, including payroll records, maintained in connectiQn with the construction work.

Such right of inspection shall be exercised in a reasonable manner.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1647

EXHIBITD

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

B. The Recipient shall be required to correct all circumstances found by such inspections not to conform to the applicable Program requirements, and to withhold payment to the Contractor and/or Subcontractor(s) until action(s) to correct the non-conforming circumstances is/are corrected by the Recipient and_ approved by the Department.

C. The Department reserves the right to withhold payment for any costs found not to conform to applicable Program requirements until such actions have been taken to correct the nonconforming circumstances and such corrective actions have been approved by the . Department.

D. The Department shall have no affirmative duty to im�pect the Work and shall incur no liability for failing to do so. Once having undertaken any inspection, neither the Department, nor any representative of the Department shall incur any liability for failing to make any such inspection properly, or for failing to complete any such inspection. The fact that such inspection may or may not have occurred shall not re.lieve the Recipient, the contractor, the construction lender, the architect, the structural engineer, the locality or anyone else of any obligation to inspect the Work.

31. Audit/Retention and Inspection.

A. . The Department, its representatives or employees, or its delegatee shall have the right to review, obtain, and copy all records pertaining to performance of the Agreement.

Recipient shall provide the Department or its delegatee with any relevant information requested and shall permit the Depar:tment or its delegatee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material.

Recipient further agrees to maintain such records for a minimum period of four years after final payment under the Agreement, unless a longer period of· records retention is stipulated ..

B. Payment for any cost which is not authorized by this Agreement or which cannot be adequately documented shall be disallowed and must be reimbursed to the Department or its designee by the Recipient.

C. At any time during the term of this Agreement, the Department may perform or cause to be performed a financial audit of any and all phases of the Work. At the Department's request, the Recipient shall provide, at its own expense, a financial audit prepared by a certified public accountant.

D. The audit shall be performed by a qualified State, Department, local or independent auditor. The Agreement for audit shall include a clause which permits access by the Department to the independent auditor's working papers.

E. If there are audit findings, the Recipient shall submit a detailed response to the Department for each audit finding. The Department will review the response and, if it agrees with the response, the audit process ends and the Department will notify the Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep, Date: 11/07/2019

ATTACHMENT A
1648

EXHIBIT D

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

Recipient 'in writing. If the Department is not in agreement, the Recipient will be contacted in writing and will be informed as to the corrective actions required to cure any audit deficiencies. This action could include the repayment of disallowed costs or other remediation.

F. If so directed by the Department upon termination of this Agreement, the Recipient shall cause all records, accounts, documentation and all other materials relevant to this Agreement to be delivered to the Department as depository.

COMPLETION OF CONSTRUCTION

32. Relocation Plan Implementation Report
The Recipient shall provide a repo·rt, in a form acceptable to the Department, summarizing the actions taken and identifying all recipients of relocation assistance and benefits, and the amounts paid, and benefits provided, to or on behalf of each recipient.

33. Architect Certification
Where required by the Department, the Recipient shall cause the. Work architect(s) or other appropriate professional to certify to the Department, in form acceptable to the Department, that all construction is completed in accordance with the "as-built" Plans and Specifications and in compliance with all applicable fed�ral, state and local laws relating to disabled accessibility.

34. Cost Certification
At the request of the Department, the Recipient shall submit a Work cost certification that shall have been audited by an independent certified public accountant in accordance with the requirements of the Department and the California Tax Credit Allocation Committee, if applicable.

The Recipient (and the developer or builder if there is an identity of interest with the Recipient) shall keep and maintain records of all construction costs not representing work done under the construction contract and to make such records available for review by the Department.

35. Recorded Notice of Completion
The Recipient shall provide to the Department a certified copy of any Notice of Completion for the Housing Development recorded in the county in which the Housing Development is located.

36. "As-Built" Plans and Specifications
Upon completion, at the request of the Department, the Recipient shall submit "as-built" plans and specifications for the Work and Housing Development acceptable to the Department.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1649

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

EXHIBIT D

AFFORDABLE HOUSING DEVELOPMENT REQUIREMENTS

37. Confinnation of Pennitted Housing Units
Conditions precedent to the first disbursement of Program funds shall include receipt of all required public agency entitlements and all required funding commitments for the Affordable Housing Development. The housing units to be developed in the Affordable Housing Development must be completed, as evidenced by receipt of a certificate of occupancy,-within the time period established in this Agreement.

REPORTING REQUIREMENTS

38. Reports on California Climate Investments
Upon Department's request, Recipient shall provide to the Department any and all necessary data that it is legally and factually able to provide that is required to be reported pursuant to the most recently adopted Funding Guidelines for California Climate Investments by the California Air Resources Board.

39. Reports on Work
Recipient shall submit, upon request of the Department, a periodic performance report regarding the construction or implementation of the Work. The reports will be filed on forms provided by the Department.

40. Reports on Affordable Housing Development
Recipient shall submit to the Department periodic reports, as required by the Department, but not less than annually, describing the development, construction and occupancy of the Affordable Housing Development and the housing designated in the Application. The report shall include, but not limited to, information regarding unit affordability and occupancy, construction and permanent financing evidenced by commitment letters, and a construction and completion schedule demonstrating compliance with this Agreement and the Guidelines. The reports will be filed on forms provided by the Department.

41. Updated lnfonnation
Recipient shall provide the Department updated documentation for any substantial change in the information previously provided relating to the Work· and the conditions described above.

42. Monitoring Requirements
The Program may perform program and/or fiscal monitoring of the Grant. The Recipient agrees to cooperate with any such monitoring and provide reasonable access to all Work files, records, documents and other information to employees or representatives of the Department. The Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1650

ATTACHMENT A

EXHIBIT B
Visionary Hom� Builders of California, Inc.
19-AHSC-12754

EXHIBIT D
Recipient shall resolve any monitoring findings to the Program's satisfaction by the deadlines set by the Department.

REPAYMENT OF GRANT FUNDS

43. Breach of this Agreement
In the event of a breach or violation by the Recipient of any of the _provisions of this Agreement, including without limitation, the times for commencement and completion of the construction of the Affordable Housing Development and the housing designated in the Application as set forth in Paragraph 1.B. of this Exhibit D, the Department m�y give written notice to the Recipient to cure the breach or violation within a period of not less than 30 days. If the breach or violation is not cured to the satisfaction of the Department wit�in the specified time period, the Department, at its option, may declare a default of the Agreement and may seek remedies for the default, including the following:

A The Department may terminate this Agreement and demand repayment of the Program funds to the extent that work for costs to be paid by Program funds as provided in Exhibit B remains unperformed or uncompleted. Recipient shall be liable for all costs to complete all such uncompleted or unperformed work.

B. The Department may seek, in a court of competent. jurisdiction, an order for specific performance of the defaulted obligation or the appointment of a receiver to complete the Work in accordance with Program requirements.

C. The Department may seek such other remedies as may be available under this Agreement . or any law. · ·
D. This Agreement may be canceled by the Department under any of the following conditions:
1) An uncured breach G>r violation by Recipient of this Agreement or the Disbursement Agreement;
2) The objectives and requirements of the Program cannot be met by continuing the commitment or this Standard Agreement;
3) Construction of the Work or Housing Development cannot proceed in a timely fashion in accordance with the Performance Milestones in Exhibit A of this Agreement; and,
4) Funding or disbursement conditions have not been or cannot be fulfilled within required time periods.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1651

44. Cross-Default Provision

EXHIBIT D

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754

This award was based on the total points awarded the Recipient's Application, during a highly competitive process. The Application proposed· an integrated combination of some or all of the following Project components:

Affordable Housing Development (AHO);
Housing-Related Infrastructure (HRI);
Sustainable Transportation Infrastructure (STI);
Transportation-Related Amenities (TRA); �nd
Program (PGM)
The Application's point score was based, in part, on the Project's total projected reduction of greenhouse gas (GHG) emissions. The Project components (AHO, HRI, .STI, TRA, and PGM) that were proposed in the Application and approved by the Department must be completed in order to achieve this projected reduction of GHG emissions. By executing this Standard Agreement, the Recipient acknowledges and agrees, that in the event the AHO component is not timely completed pursuant to Program requirements, that the Recipient will no longer qualify for the Grant award. In that event, all disbursements of Grant funds would cease and the Recipients would be responsible for repayment of all disbursed Grant funds.

Affordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 11/07/2019

ATTACHMENT A
1652

ATTACHMENT A

EXHIBIT B
Visionary Home Builders of California, Inc.
19-AHSC-12754
EXHIBIT E Page 1 of 1

SPECIAL CONDITIONS
The following Special Conditions are applicable to this Standard Agreement:

1. Applicable law, including the Department's and the AHSC Program's statutes, regulations and Guidelines (the •AHSC Requirements•) shall apply and be enforced in the event any conflict between the AHSC Requirements and the project documentation becomes apparent to the Department at any time, notwithstanding the Department's prior review of project documentation prior to or at the time of construction loan closing.
2; Other Departmental Funding. In the event the Development Is or has been awarded any other Departmental grant or loan funding in addition to the AHSC Loan and AHSC Grant contemplated by the Award Letter dated July 8, 2019 from the Department to Recipient (each such funding, including the AHSC Loan and AHSC Grant referenced in the Award Letter, being a •Departmental Funding•), then each Departmental Funding will be cross-defaulted to the other Departmental Fundings so that:
(i) the compliance by the obligated party(ies) under the Department's documentation relating to one Departmental Funding shall be a condition precedent to the funding and disbursement of the funds to be provided under all of the other Departmental Fundings; and
(ii) a default under one Departmental Funding shall constitute a default under all of the other Departmental Fundings.
defaulted
The loan and
nature
grant
of all
documentation
such fundings.
for each Departmental Funding shall reflect the crossAffordable Housing and Sustainable Communities (AHSC) Program Round IV - Grant
NOFA Date: 11/1/2018
Approved Date: 10/18/2019
Prep. Date: 01/22/2020

ATTACHMENT A
1653
. ATTACHMENT B
Resolution No. 2019-02-05-1107

STOCKTON CITY COUNCIL
-----------------------------------------------------------=-====

RESOLUTION APPROVING AN AFFORDABLE HOUSING AND SUSTAINABLE

COMMUNITIES PROGRAM LOAN AND GRANT AGREEMENT WITH VISIONARY HOME BUILDERS OF CALIFORNIA, INC.

On November 11, 2018, the California Strategic Growth Council and the California Department of Housing and Community Development (HCD) announced the availability of approximately $395 million in funding for the Affordable Housing and Sustainable Communities (AHSC) Program; and
Visionary is proposing to construct an affordable housing and office/retail space project called Grand View Village along the south side of Miner Avenue between Hunter Street and San Joaquin Street; and
The project will also include transportation related improvements to downtown in addition to the construction of affordable housing; and On February 11, 2019, Visionary will submit an application to acquire partial funding through the AHSC Program for the Grand View Village project. AHSC Program guidelines require an executed agreement between Visionary and the City be in place as part of the application submittal. If funding is obtained, the City is willing to cooperate with Visionary in constructing transportation improvements; now, therefore,

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

1. Authorize the execution of a Cooperative Agreement to submit with the Affordable Housing and Sustainable Communities Program application, and, if awarded, authorize the execution of two separate State of California Standard Agreements with Visionary Home Builders of California, Inc. and the California Department of Housing and Community Development for loan funding for up to $91500,000 for Affordable Housing Development (AHO); and grant funding for up to $7,750,000 Sustainable Transportation Infrastructure (STI), up to $925,000 of AHSC grant funds for the purpose of reimbursing the cost of the Transportation-Related Amenities (TRA) Improvements, and up to $700,000 for Housing Related Infrastructure (HRI) Improvements under the Affordable Housing and Sustainable Communities Program for the Grand View Village project; (Exhibit 1) ·

2. Authorize the execution of a joint Disbursement Agreement with Visionary Home Builders of California, Inc. and the State of California Department of Housing and

ATTACHMENT A
1654

ATTACHMENT B
Community Development, for grant funding under the Affordable Housing and Sustainable Communities Program for the Grand View Village project; and

3. Authorize the execution of a Project Funding, Project Completion, and Indemnification Agreement with Visionary Home Builders of California, Inc. for loan and grant funding under the Affordable Housing and Sustainable Communities Program for the Grand View Village project.

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

PASSED, APPROVED, and ADOPTED ___ F_e_br_ u_ary_5�, _20_1_9 __ _ �d� MICHAB MayoroftheCity D. TUBBS of Stockton
ATTEST:

ATTACHMENT A
1655

AHSC IMPLEMENTATION AND

COOPERATION AGREEMENT

ATTACHMENT B
THIS AHSC IMPLEMENTATION AND COOPERATION AGREEMENT (the "Agreement") is made and entered into as of December_, 2018, between the City of Stockton, a Municipal Corporation to the State of California ("City"), and Visionary Home Builders of California, Inc., a California nonprofit public benefit corporation ("Developer'', and collectively with the City, the "Parties", or individually, a "Party"), upon the basis of the following facts, understanding and intentions of the parties:

A. The State of California, the Strategic Growth Council ("SGC") and the Department of Housing and Community Development ("HCD'') issued a Notice of Funding Availability dated November 1, 2018 (the "AHSC NOFA"), under the Affordable Housing and Sustainable Communities ("AHSC") Program established under Division 44, Part 1 of the Public Resources Code, commencing with Section 75200.

B. Developer is applying for AHSC Funds in response to the AHSC NOFA to provide funding for (A) construction of the Grand View Village housing project in the City of Stockton (the "Housing Project"); (B) the construction of certain sustainable transportation infrastructure along Minor A venue between Center Street and Sutter Street (the "STI Improvements"); and (C) the construction of certain transit related amenities (the "TRA Improvements'') and (D) the construction of housing related infrastructure (the ''HRI Improvements)).These improvements are described in more detail in the Final Application to be submitted by February 11, 2019 (collectively, the "AHSC Application").

C. The AHSC Application seeks an award to the Developer in an aggregate amount ofup to $19,000,000 in AHSC Funds consisting of: (A) up to $9,500,000 of AHSC loan Funds for a permanent loan ("AHSC Loan'') which will be disbursed to the limited partnership to be formed for Project (the "Partnership"), for construction of the Housing Project; (B) up to $7,750,000 of the AHSC grant funds for the purpose ofreimbursing the cost of the STI Improvements; (C) up to $925,000 of AHSC grant funds for the purpose of reimbursing the cost of the TRA Improvements; and (D) up to $700,000 in AHSC grant funds for the purpose of reimbursing the cost of the HRI Improvements. The AHSC grants shall be referred to collectively as the "AHSC Grants". The AHSC Loan and the AHSC Grants are collectively referred to herein as the "AHSC Financing."
D. The City and Developer are required to enter into this Agreement in order to comply with the specific AHSC Program Threshold Requirement stated in Section 106 (a) 11 (A) of the 2018 AHSC Program Guidelines dated __ � 2018 (the "Transportation Agency Prior Experience Threshold Requirement''). This section of the guidelines dictates that applicants must demonstrate prior experience by providing evidence of at least two prior projects that are similar to the proposed AHSC project in scope and size, which have been completed by the applicant, or joint applicant, during the ten (10) years preceding the application due date. This section of the guidelines also states that the applicants may demonstrate the requisite experience by using the past experience of work completed of a non-applicant so long as the applicants can provide an executed agreement with that specific non-applicant for the completion of the related work in the AHSC Application for which funding is sought. The purpose of this Agreement is 113303, I 676\0512246397, I
1112112017

ATTACHMENT A
1656

ATTACHMENT B
to, amongst other things, comply with the Transportation Agency Prior Experience Threshold Requirement.

E. The City is a non�applicant, but, as set forth herein, will have obligations to perfonn the following specific TRA Improvements included in the AHSC Application (the "Transportation Obligations"): See Attachment A
F. The City can demonstrate prior experience and provide evidence of at least two prior projects that are similar in scope and size which have been completed during the ten (10) years preceding February_, 2019. Below is a list of these projects:

1. Weber Avenue Beautification

2. Airport Way Beautification
G. The City shall be responsible for developing and constructing the Transportation Obligations, and for all costs and expenses related thereto, amt Developer shall be responsible for constructing and developing the Housing Project (together, the "Developer Obligations"), and for all costs and expenses related thereto. In connection with the AHSC Grants and AHSC Loan, Developer is required to enter into standard agreements, disbursement agreements, and regulatory agreements with HCD where Developer will be liable for the full and timely performance by the parties to complete the obligations set forth therein, including completion of the Housing Project and completion of the STI and TRA Improvements, as described in the AHSC Application. The AHSC Application and all standard agreements, disbursement agreements, regulatory agreements and any other agreements required by HCD in connection with the AHSC Financing shall be collectively referred to herein as the "AHSC Documents".

H. The City and Developer each acknowledge and agree that the inability or failure by either party to fully and timely complete each party's respective improvements required by the AHSC Documents may affect the timing and right of the other party to receive disbursement of AHSC funds due the other party notwithstanding the other party's full and timely perfonnance of its obligations.

NOW, THEREFORE, in consideration of the recitals, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

1. Obligations. The City shall, in its sole responsibility, complete the Transportation Obligations in accordance with the terms of the AHSC Documents and the approved design and construction documents and in accordance with the terms of this Agreement. The Developer shall, in its sole responsibility, complete the Developer Obligations in accordance with the terms of the AHSC Documents and the approved design and construction documents. Each Party will provide the other Party with copies of all requisitions for work related to their respective work, the notice of completion, and other documents related to their respective work that another party may reasonably request.

I 13303, 1676\05\2246397.1
ll/21/2017

ATTACHMENT A
1657

ATTACHMENT B

2. Schedule of Performance; Progress Reports. Developer and City shall comply with the schedule of performance to be mutuaJly agreed upon, as shall be set forth in the AHSC Documents (the ''Schedule of Performance"), provided, however, the City shall not be obligated to comply with any changes to the Schedule of Perfonnancc included within the AHSC Documents unless the City has consented to such changes. The City and Developer agree to give the other party a written quarterly status report on the progress toward the milestones listed in the Schedule of Perfonnance, i.e., the Developer will report on the Developer's progress on the Developer Obligations and the City will report on the City's progress on the Transportation Obligations. If any Party anticipates not meeting the targeted construction and grant disbursement milestones as established in the AHSC Documents, that Party will promptly notify the other parties in writing and will meet with the other Party to discuss the reasons why the milestone dates may not be met and what actions the delayed party intends to take to meet the milestones or otherwise rectify the work schedule in order to maintain good standing with the terms and conditions established in the AHSC Documents.

3. City Indemnity. City is responsible for carrying out the Transit Obligations using AHSC grant proceeds in accordance with the AHSC Documents, including, but not limited to, any disbursement deadlines contained therein. City shall indemnify, defend, protect, and hold harmless Developer, and its affiliates, directors, officers, partners, members, agents and employees ( each, an "Developer Indemnified Party") against any and all claims, actions, suits, causes of action, losses, liabilities, injuries, costs, damages, or expenses ( collectively, "Claims"), including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys' fees, arising out of or in connection with the City's performance of or failure to perform its obligations to complete the Transportation Obligations, in the manner and within the time periods, and to otherwise perform any covenants constituting City obligations, set forth in the Al{SC Documents, including any claims, losses or liabilities of Developer caused by a breach or default under the AHSC Documents that triggers a default under the AHSC Loan. However, in no event shall the Developer Indemnified Party be indemnified hereunder for any Claims resulting from such party's sole negligence or willful misconduct. City agrees to pay all of the Developer Indemnified Party's costs and expenses, including attorneys' fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any Developer Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party.

4. Developer Indemnity. Developer is responsible for carrying out the Developer Obligations using AHSC grant proceeds and AHSC Loan funds in accordance with the AHSC Documents, including, but not limited to, any disbursement deadlines contained. Developer shall indemnify, defend, protect, and hold harmless the City and its affiliates, directors, officers, partners, members, agents and employees ( each, an "City Indemnified Party.,) against any and all Claims, including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys' fees, arising out of or in connection with Developer's performance of or failure to perform its Developer Obligations to complete construction and development of the Housing Development, in the manner and within the time periods, and to otherwise perfonn any covenants, set forth in the AHSC Documents. However, in no event shall the City Indemnified Party be indemnified hereunder for any Claims resulting from such party's sole negligence or willful misconduct. Developer agrees to pay aJl of the costs and expenses of the City Indemnified Party, including attorneys' fees, which may be incurred in 113303,1 676\05\2246397.I
11/2lf.Z0l7

ATTACHMENT A
1658

ATTACHMENT B
any effort to enforce any tenn of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any City Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party.

5. Delegation. Notwithstanding the obligations of each party under this Agreement, each party shall be entitled to enter into sub-agreements with each other or with other parties to provide any assistance or services needed for each party to perfonn its obligations under this Agreement and the AHSC Documents.

6. Cost Overruns. Developer shall be responsible for paying all costs required to complete the Developer Obligations, irrespective of whether such costs exceeds the AHSC Loan.

City shall be responsible for paying all costs required for the Transportation Obligations irrespective of whether such costs exceed the portion of the AHSC Grant designated for the Transportation Obligations.

7. Disbursement of AHSC Grant Funds. Developer and City agree that the AHSC Grants for the Transportation Obligations shall be reimbursed directly to City. The parties further agree that all of the AHSC Loan funds shall be disbursed directly to the Partnership, Notwithstanding the foregoing, if required by the AHSC Documents, the City shall submit to Developer all draw requests for AHSC Grant funds for the costs associated with the Transportation Obligations and Developer shall timely submit such requests to HCD and immediately disburse to the City any such funds received from HCD. City shall apply any such proceeds received to pay the expenses submitted in connection with the draw request. Failure of the Developer to timely submit the City draw requests to HCD or to immediately disburse any funds received from HCD for the Transportation Obligations to the City shall be a default under this Agreement and shall excuse the City from performance of the Transportation Obligations.

8. Implementation Agreements. The City and the Developer recognize that each party may need additional assurances from the other party regarding the AHSC Grant and AHSC Loan before commencement of construction of the Housing Project and the Transportation Obligations, including assurances for lenders and investors. The parties agree to cooperate with each other to reach mutual agreement on amendments. to this Agreement, Implementation Agreements or estoppel certificates necessary to provide reasonable assurances and indemnifications. The Developer recognizes that any such amendments to this Agreement, Implementation Agreements or estoppel certificates may require City Council approval.

9. Developer Step In Rights.
(a) The Parties each acknowledge and agree that the inability or failure by the City to fully and timely complete the Transportation Obligations required by the AHSC Documents may affect the timing and right of the Developer to receive disbursement of AHSC Grants or AHSC Loan funds notwithstanding the other party's full and timely performance of its obligations.

If, at any time, the Developer determines in its reasonable discretion that City is not, or may not, be able to comply with the Schedule of Performance or its obligations hereunder, Developer shall have the right, but not the obligation, to step in and take over the performance of the Transportation Obligations, by delivering written notice to the City ("Work Takeover Notice"). (b) Within five (5) business days of Developer delivering the Work Takeover Notice, City shall meet with Developer within fifteen (15) business days (the "Discussion 113303.l 676\0512246397, l
1 lt21/2017

ATTACHMENT A
1659

ATTACHMENT B
Period") to discuss the cooperative steps to be taken by each Party for Developer to complete the Transportation Obligations in accordance with the Schedule of Performance. The City hereby acknowledges and agrees that Developer's right to step in and take over the performance of the Transportation Obligations shall be effective after the expiration of the Discussion Period, without the necessity of any further notice or action by either party. (c) If Developer takes over the performance of the Transportation Obligations under this Section 9, then from and after the expiration of the Discussion Period the following provisions shall apply:
(i) Developer shall be entitled to prepare and submit all draw requests for AHSC Grant funds and apply such proceeds to pay invoices for such work. (ii) Developer shall be responsible for the performance and completion of the Transportation Obligations in accordance with the terms of the AHSC Documents and in accordance with the City's requirements for public works contracts and construction.
(iii) Within five (5) business days following expiration of the Discussion Period, City shall fully and unconditionally assign to Developer all of the City's rights and benefits under the design and construction documents, any and all contracts, and any and all permits and approvals related to the Transportation Obligations, and shall cooperate with commercially reasonable diligence with Developer's efforts to complete the Transportation Obligations. (iv) Within five (5) business days following expiration of the Discussion Period, City shall fully and unconditionally assign to Developer all of City's rights and benefits with respect to any and all funds which would have been available to and used by the City to complete the Transportation Obligations. (v) The terms of any assignment described in this Section 9(c) shall be reasonably acceptable to both City and Developer, City shall be solely responsible for obtaining any third-party consents or approvals necessary to implement the provisions of this Section 9( c ), including but not limited to approvals of architects, contractors, and funding sources.
1 O. Notices, Formal notices, demands, and communications between the parties shall be sufficiently given if, and shall not be deemed given unless, dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the parties as follows:

City:

To Developer:
113303,1676\0S\2246397.I
11/21/2017
City of Stockton
22 E, Weber Avenue
Stockton, CA 95202
Attn:

Visionary Home Builders of California, Inc.,

ATTACHMENT A
1660
315 N. San Joaquin Street
Stockton, CA 95202
Attn: Carol Ornelas

ATTACHMENT B

11. Events of Default. The occurrence of any of the following events shall constitute an Event of Default under this Agreement:
(a) A Party fails to perfonn any of its obligations under this Agreement, and does not cure such failure within 30 days after written notice of such failure has been delivered to the defaulting party in accordance with Section 2 above; or (b) A Party purports to revoke this Agreement or this Agreement becomes ineffective for any reason.

12. Termination. This Agreement shall tenninate upon the earlier of: (i) completion of the all obligations under the AHSC Documents related to the Transportation Obligations; or (ii) mutual agreement of the parties hereto.

13. Third Party Beneficiary. The Partnership shall be a third party beneficiary of this Agreement and shall be entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party to this Aweement.

14. Assignment. City hereby acknowledges and approves the assignment by Developer and the Partnership to the Housing Project's senior lender C'Construction Lender") of all of their respective right, title and interest in, to and under the Agreement (the "Collateral") as collateral security for the Partnership's obligations to Construction Lender under, and in connection with Construction Lender's loan to the Partnership. In the event Construction Lender forecloses upon the Collateral, City hereby agrees that Construction Lender shall have all of Developer's rights and interests under the Agreement. Construction Lender is hereby made an express third party beneficiary of this Section 14, and the parties hereto shall not amend, modify or terminate the Agreement without Construction Lender's express written consent.

15. Miscellaneous.
(a) Nothing in this Agreement shall be construed to limit any claim or right which any Party may otherwise have at any time against an Indernnitor or any other person arising from any source other than this Agreement, including any claim for fraud, misrepresentation, waste, or breach of contract other than this Agreement, and any rights of contribution or indemnity under any federal or state environmental law or any other applicable law, regulation, or ordinance,
(b) If any Party delays in exercising or fails to exercise any right or remedy against a Party, that alone shall not be construed as a waiver of such right or remedy. All remedies of any Party against the other Party are cumulative. 113303.1 676\05\2246397, I
ltfll/2017

ATTACHMENT A
1661

ATTACHMENT B
( c) This Agreement shall be binding upon and inure to the benefit of each of the Parties hereto and their respective representativos, heirs, executor, administrators, successors, and assigns. This Agreement may not be amended except by a written instrument executed by the Parties hereto.
( d) This Agreement shall be deemed to have been delivered and accepted in the State of California and governed exclusively by the internal substantive laws of the State of California as the same may exist at the date hereof. The Parties hereto hereby agree that any action hereon between the parties hereto and their successors in interest may he maintained in a court of competent jurisdiction located in the State of California, and consent to the jurisdiction of any such California court for the purposes connected herewith. ( e) Each Party hereto intends that this Agreement shall not benefit or create any right or cause of acJion in or on behalf of any person other than the Parties hereto. (f) This Agreement may he executed in multiple counterpart copies, any one of which when duly executed, with all fonnalities hereof, shall he fully binding and effective as the original of this Agreement.
(g) This Agreement shall be effective as of the date first written above, provided, however that in the event that the parties do not receive an award of the AHSC Financing, this Agreement shall automatically tenninate and he of no further force or effect.

I 13303,l 676\05\2246397,1
11/21/2017
[Signatures on following page/

ATTACHMENT A
1662

ATTACHMENT B
Each of the uhdetsigned hereby executes thls Agreement in the spaces provlded below to evidence their respective agreement to the terms of this Agreement.

City:

Developer:

Visionary Home Builders of Callfomia, Inc.,
a California nonprofit pu
�lic benefit corporation
By:

Name: ____________ _
Its:
676\05\Z2¼397,l
lll'll/Wl7
113303.1 8
Approved
�
to-Form:

Jann Luebberl<e, City Attorney
· City of Stockton

ATTACHMENT A
1663

ATTACHMENT B
Each of the undersigned hereby executes this Agreement in the spaces provided below to evidence their respective agreement to the terms of this Agreement.

City:

By:

Name:

ATTEST:

By:----------
Developer:

Visiomuy Home Builders of California, Inc.,
a California nonprofit public benefit corporation
By:

Name:.-l,,-__ ....:....;__----,,--1-�--=::.___,___;_:_::_-=-....::.__:.

Its:
113303.1 B-8
J;.'7�\n(\'l'lA h'l0'1 1

ATTACHMENT A
1664
•••
■■ SIEGFRIED
ITEM NO. ITEM DESCRIPTION
A. BIKE IMPROVEMENTS (SAN JOAQUIN, SUTTER, AND HUNTER

STREETS)

STRIPING AND SIGNAGE

CLASS II BIKE LANES - SIGNAGE & STRIPING (HUNTER BETWEEN

MINER AND WEBER)

CLASS II BIKE LANES - SIGNAGE & STRIPING (SAN JOAQUIN
3 BETWEEN MINER AND WEBER)

CLASS II AND IV BIKE LANES - SIGNAGE & STRIPING (EL DORADO 4 BETWEEN CLEVELAND AND 3RD)

CLASS II AND IV BIKE LANES - SIGNAGE & STRIPING (CENTER BETWEEN CLEVELAND AND 3RD)
CLASS III BIKE LANE SHARROW$ - SIGNAGE & STRIPING
6 (CHANNEL BETWEEN HUNTER AND AURORA)
7 ROADWAY BASE REPAIR (ASSUME 5%)
8 SLURRY SEAL ROADWAY

CONSTRUCTION SUBTOTAL

OTHER COSTS
9 DESIGN {12%)
10 MOBILIZATION {4%)
11 CONTINGENCY {10%)
12 INSPECTION AND CONSTRUCTION OVERSIGHT{12%)
13 TESTING (2%)

OTHER COSTS SUBTOTAL

SUBTOTAL
Prepared by Siegfried
UNIT
LS
LF
LF
LS
LS
LS
SF
SF
LS
LS
LS
LS
LS

ESTIMATED

QUANTITY
660
660
3,834
66,100

ATTACHMENT B
EXHIBIT 1
Attachment A
UNIT PRICE ($) TOTAL PRICE($)
75,000.00 75.000

18.00 11,880

18.00 11,880
500,000.00 500,000
500,000.00 500,000
38,400.00 38,400

6.00 23,003

0.25 16,525
$1,176,688
141,202.56 141,203
47,067.52 47,068
117,668.80 117,669
141,202.56 141,203
23,533.76 23,534
$470,677
$1,647,365

18278 - Grand View Village Cost Estimate Ver 6.xlsx

ATTACHMENT A
1665
•••
■■ SIEGFRIED
ITEM NO. ITEM DESCRIPTION
B. PEDESTRIAN IMPROVEMENTS (CHANNEL BETWEEN HUNTER

AND AMERICAN, AND MINER BETWEEN HUNTER AND SAN

JOAQUIN)
14 EARTHWORK
15 FINE GRADING
REMOVE EXISTING CONCRETE INC. CORNERS (N HUNTER TO
16 AURORA)
REMOVE EXISTING CURB AND GUTTER INC. CORNERS (N.
17 HUNTER AT MINER)
18 INLET PROTECTION
19 CONCRETE WASHOUT AREA
20 EROSION CONTROL
21 RAISE TO GRADE (VALVES, CLEANOUTS, SMALL BOXES)
22 STORM DRAINAGE INLETS AND PIPES
23 RAISE TO GRADE - MANHOLE
24 FLASHING BEACON CROSSING (AT STANISLAUS)
25 6" VERTICAL CURB & GUTTER (CHANNEL AND HUNTER)
26 ASPHALT PATCHBACK AT GUTTER (36")
27 BULB OUT AT INTERSECTIONS (HUNTER TO AMERICAN)

CONCRETE WALKWAY (N HUNTER & CHANNEL ST & CALIFORNIA
28 TO AMERICAN)
29 HIGH VISIBILITY PIANO CROSS WALKS
30 Prepared by Siegfried
UNIT
CY
SF
SF
SF
EA
EA
LS
EA
LS
EA
EA
LF
SF
EA
SF
LF
EA

ESTIMATED

QUANTITY
250
8,800
8,000
800
10 25
6 2
500
1,500
10 8,000
100
4 ATTACHMENT B
EXHIBIT 1
Attachment A
UNIT PRICE($) TOTAL PRICE($)

55.00 13,750

1.50 13,200

10.00 80,000

15.00 12,000
500.00 5,000
1,500.00 1,500
10,000.00 10,000
750.00 18,750
25,000.00 25,000
2,000.00 12,000
30,000.00 60,000

70.00 35,000

18.50 27,750
18,000.00 180,000

25.00 200,000

85.00 8,500
15,000.00 60,000

18278 - Grand View Village Cost Estimate Ver 6.xlsx

ATTACHMENT A
1666
•••
■■ SIEGFRIED

ITEM DESCRIPTION
31 STREET TREES
32 STREET TREE IRRIGATION
33 TRAFFIC CONTROL
34 MONUMENT PRESERVATION

CONSTRUCTION SUBTOTAL

OTHER COSTS
35 OESIGN (12%)
36 MOBILIZATION (4%)
37 CONTINGENCY (10%)
38 INSPECTION AND CONSTRUCTION OVERSIGHT(12%)
39 TESTING (2%)

OTHER COSTS SUBTOTAL

SUBTOTAL

UNIT ESTIMATED

QUANTITY
EA 78
LS
LS
EA 14
LS
LS
LS
LS
LS

ATTACHMENT B
EXHIBIT 1
Attachment A
UNIT PRICE($) TOTAL PRICE($)
475.00 37,050
75,000.00 75,000
100,000.00 100,000
1,000.00 14,000
$988,500
118,620.00 118,620
39,540.00 39,540
98,850.00 98,850
118,620.00 118,620
19,770.00 19,770
$395,400
$1,383,900
C. MINER AVENUE GREENING PLANTING AND IRRIGATION ONLY(CENTER TO AURORA) 40 TREES 15 GAL EA
41 3" BARK MULCH SF
42 4" DECOMPOSED GRANITE FINES STABILIZED SF

CONSTRUCTION SUBTOTAL

OTHER COSTS
43 DESIGN (COVERED BY OTHER FUNDING SOURCE) LS
Prepared by Siegfried
200 175.00 35,000
15,000 0.80 12,000
7,502 5.00 37,510
$84,510

0.00 0

18278 - Grand View Village Cost Estimate Ver 6.xlsx

ATTACHMENT A
1667
•••
■ SIEGFRIED

ITEM DESCRIPTION
44 MOBILIZATION (4%)
45 CONTINGENCY (5%)
46 INSPECTION AND CONSTRUCTION OVERSIGHT(COVERED BY

OTHER FUNDING SOURCE)
47 TESTING

OTHER COSTS SUBTOTAL

SUBTOTAL
Prepared by Siegfried
UNIT
LS
LS
LS
LS

ESTIMATED

QUANTITY

ATTACHMENT B
EXHIBIT 1
Attachment A
UNIT PRICE($) TOTAL PRICE($)
3,380.40 3,381
4,225.50 4,226

0.00 0
1,000.00 1,000
$8,607
$93,117

18278 - Grand View Village Cost Estimate Ver 6.xlsx

ATTACHMENT A
1668
•••
■■ SIEGFRIED
ITEM NO. ITEM DESCRIPTION
D. BUS TRANSIT RELATED AMENITY IMPROVEMENTS
48 BUS SHELTER INCLUDING BAS FOUNDATION
49 BUS LAYOVER PAD (CONCRETE)
50 SITE FURNISHINGS (1 BENCH, 1 TRASH PER SITE)

CONSTRUCTION SUBTOTAL

OTHER COSTS
51 DESIGN (12%)
52 MOBILIZATION (4%)
53 CONTINGENCY (10%)
54 INSPECTION AND CONSTRUCTION OVERSIGHT(12%)
55 TESTING (2%)

OTHER COSTS SUBTOTAL

SUBTOTAL
Prepared by Siegfried
UNIT
EA
EA
EA
LS
LS
LS
LS
LS

ESTIMATED

QUANTITY
3 3
6 ATTACHMENT B
EXHIBIT 1
Attachment A
UNIT PRICE($) TOTAL PRICE($)
30,000.00 90,000
15,000.00 45,000
1,200.00 7,200
$142,200
17,064,00 17,064
5,688.00 5,688
14,220.00 14,220
17,064.00 17,064
2,844.00 2,844
$56,880
$199,080

18278 - Grand View Village Cost Estimate Ver 6.xlsx

ATTACHMENT A
1669
•••
■■ SIEGFRIED
ITEM NO. ITEM DESCRIPTION
E. STORM DRAIN
56 REMOVE EXISTING 72" SD PIPE
57 STORM DRAIN VAULT
58 72" PIPE BOX CULVERT
59 TRENCHING/PATCH
58 CONNECT TO EXISTING

CONSTRUCTION SUBTOTAL

OTHER COSTS
59 DESIGN (12%)
60 MOBILIZATION (4%)
61 CONTINGENCY (10%)
62 INSPECTION AND CONSTRUCTION OVERSIGHT(12%)
63 TESTING (2%)

OTHER COSTS SUBTOTAL

SUBTOTAL
Prepared by Siegfried
UNIT
LF
EA
LF
SF
EA
LS
LS
LS
LS
LS

ESTIMATED

QUANTITY
400
4 500
5,600
2 ATTACHMENT B
EXHIBIT 1
Attachment A
UNIT PRICE ($) TOTAL PRICE($)
200.00 80,000
65,000.00 260,000
600.00 300,000

23.00 128,800
15,000.00 30,000
$798,800
95,856.00 95,856
31,952.00 31,952
79,880.00 79,880
95,856.00 95,856
15,976.00 15,976
$319,520
$1,118,320

18278 - Grand View Village Cost Estimate Ver 6.xlsx

ATTACHMENT A
1670

ATTACHMENT B
EXHIBIT 1
Attachment A
•••
■■ SIEGFRIED
ITEM NO.
!

PROJECT TOTAL
NOTES:

ITEM DESCRIPTION UNIT ESTIMATED
QUANTITY UNIT P�ICE ($) TOTAL PRICE($)
$4,441,782

1. These bid quantities are based on San Joaquin Council of Governments comments, dated January 08, 2018 & Miner Avenue 60% Improvement Plans, dated January 7, 2019. These quantities have been prepared solely for preliminary estimates, are not based on approved plans and are subject to change upon completion of approved improvement plans.

2. This Engineer's Estimate of Probable Cost is based upon preliminary information and is provided to assist the project proponent. Units costs are based on local knowledge, previous project bids, and coordination with contractors. Units costs are subject to change.

3. This Engineer's Estimate of Probable Cost does not include the following:
a. City plan check, final map, development fees or fees due at building or encroachment permit b. Engineering Studies
c. Geotechnical Studies, Services or Construction Support d. Legal Services
e. Architectural Services
f. Architectural and Landscape Architectural Improvements including but not limited to irrigation, trees, plants, landscaping, landscape amenities, architectural amenities, roof drain collection system, stairs, handrails, carports, pool, outdoor kitchen, shed, and trash compactor.
g. Fees for Lighting and Landscape, Assessment, Mello-Roos District or similar Districts h. Land costs, right-of-way acquisition, easements, or rights-of-entry i. Costs associated with toxic substance removal or over excavation of unsuitable soils j. Costs associated with finding on-site human, archaeological, or tribal remains. k. Work outside of the Public Right-Of-Way

4. The Contractor shall include sufficient costs for the following items which have not been included in this estimate. a. Strict adherence to the City of Stockton current standards and specifications.

5. This Engineer's Estimate of Probable Cost does not include any reimbursements which this project may be eligible to.

6. Unit Cost for Asphalt Concrete is assumed to be $245 per ton in place. Unit Cost for Aggregate Base is assumed to be $75 per ton in place. Pavement sections are based on an R value of 5 and a Tl of 8.

7. Unit prices are assume construction in Summer 2020 and include escalation from January 2019 to June 2020 of 15%.

8. Estimate does not include work currently funded for Channel Street from American to Aurora.

9. Estimate does not include work currently funded for Miner Avenue

10. Estimate does not include work currently funded for Hunter Street Road Diet Prepared by Siegfried

18278 - Grand View Village Cosl Estimate Ver 6.xlsx

ATTACHMENT A
1671

CHANNEL STREET
IMPROVEMENTS, PROJECT NO. WT22053
CHANNEL STREET CORRIDOR IMPROVEMENTS, PROJECT NO. WT23031 CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053
CHANNEL STREET CORRIDOR IMPROVEMENTS, PROJECT NO. WT23031

ATTACHMENT B
1672
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROPRIATING AFFORDABLE HOUSING AND SUSTAINABLE

COMMUNITIES FUNDING TO MULTIPLE PROJECTS AND AWARDING A

PROFESSIONAL SERVICES CONTRACT FOR THE CHANNEL STREET
IMPROVEMENTS, PROJECT NO. WT22053
On September 6, 2022, the City entered into a Disbursement Agreement with Visionary Home Builders for the Sustainable Transportation Infrastructure, Transportation-Related Amenities, and related program costs. The total amount of $2,787,152 in Affordable Housing and Sustainable Communities (AHSC) grant funds will be reimbursable for three City projects; and
The amount of $1,585,132 from the total Disbursement Agreement will be appropriated to the Channel Street Improvements project; and The amount of $202,020 from the total Disbursement Agreement will be appropriated to the Channel Street Corridor Improvements project; and The amount of $1,000,000 from the total Disbursement Agreement will be appropriated to the Stockton Safe Routes to School Safety and Connectivity Improvements project; and
On January 13, 2022, the City advertised a Request for Proposals (RFP) for design of the Channel Street Improvements, Project No. WT22053; and The Channel Street Improvements project limits will be along Channel Street from Stanislaus Street to Hunter Street, along San Joaquin Street from Miner Avenue to Weber Avenue, and along Hunter Street from Miner Avenue to Weber Avenue; and Siegfried Engineering, Inc. received the highest ranking and was determined by the Selection Committee to be the most qualified firm for this project; and Pursuant to Stockton Municipal Code (SMC) section 3.68.070, Council may approve findings which support an exception to the competitive bidding process; now, therefore,

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

1. The City Council approves the appropriation of AHSC grant funds to the following projects:
a. $1,585,132 to the Channel Street Improvements, Project No. WT22053. 1673
b. $202,020 from the AHSC funds to the Channel Street Corridor Improvements, Project No. WT23031.
c. $1,000,000 to the Stockton Safe Routes to School Safety and Connectivity Improvements, Project No. WT19005.

2. The City Council awards a Professional Services Contract between the City of Stockton and Siegfried Engineering, Inc., in the amount of $131,000, and the City Manager is authorized and directed to execute same, a copy of which is attached as Exhibit 1 and incorporated by this reference.

3. The City Council approves findings pursuant to SMC section 3.68.070 in support of an exception to the competitive bidding process. These findings include:
a. The City does not have sufficient staff resources to perform the design required for this project.
b. Use of the RFP process is appropriate for this Professional Services Contract because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor.

Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest. c. The City negotiated a contract following solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

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

PASSED, APPROVED, and ADOPTED August 22, 2023 .

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

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
1674
Professional Services Contract – SIEGFRIED ENGINEERING, INC. – CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053 (Updated 04/24/23)

PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is entered into this day of 2023, between the CITY OF STOCKTON, a municipal corporation (“City”), and SIEGFRIED ENGINEERING, INC. whose address is 3428 BROOKSIDE ROAD, STOCKTON, CA 95219 (“Consultant”) for the CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053, hereinafter referred to as "Project".

RECITALS
A. Consultant represents that it is licensed in the State of California and is qualified to provide the services proposed in the SCOPE OF WORK section of this Contract.

B. City finds it necessary and advisable to use the services of the Consultant for the purposes provided in this Contract.

NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions in this Contract, City and Consultant agree as follows:

1. SCOPE OF SERVICES. Subject to the terms and conditions set forth in this Contract, Consultant shall undertake and complete the services described in EXHIBIT A. Consultant shall provide said services at the time, place, and in the manner specified in EXHIBIT D and compatible with the standards of the profession. Consultant agrees that it shall produce a fully complete project that is acceptable to the City.

2. COMPENSATION. City shall pay Consultant for services outlined in EXHIBIT A according to the fee not to exceed the schedule detailed in EXHIBIT B, which is attached to this Contract and incorporated by this reference. Consultant agrees this fee is for full remuneration for performing all services and furnishing all staffing and materials called for in the scope of services. The payments shall be made on a monthly basis upon receipt and approval of Consultant’s invoice. Total compensation for services and reimbursement for costs shall not exceed $131,000.00 or as otherwise mutually agreed to in a Contract Amendment.

3. INSURANCE. During the term of this Contract, Consultant shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached EXHIBIT C and shall otherwise comply with the other provisions of EXHIBIT C.

4. INDEMNITY AND HOLD HARMLESS. With the exception that this section shall in no event be construed to require indemnification by Consultant to a greater extent than permitted under the public policy of the State of California, Consultant shall indemnify, and hold harmless the City of Stockton, its officers, officials, employees, and volunteers from and against any and all claims and causes of action which result in liabilities, judgments, awards, losses, damages, expenses, and costs (including reasonable attorneys’ fees, expert and consultant fees, and other expenses of litigation) including, but not limited to, death or injury to persons, or damage to property, which arise

EXHIBIT 1 1675
Professional Services Contract – SIEGFRIED ENGINEERING, INC. – CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053 (Updated 04/24/23)
out of any violation of federal, state, or municipal law or ordinance, to the extent damages are caused by the Consultant’s negligent services provided under this Agreement, or are in any way caused by the negligent performance of work by the Consultant or Consultant’s officers, agents, employees, or subcontractors. Consultant shall not be obligated to indemnify or defend City for claims finally determined by a court of law or arbitrator to arise from the negligence or willful misconduct of the City. It is the intent of the Parties that this indemnity obligation is at least as broad as is permitted under California law. To the extent California Civil Code sections 2782, et seq., limit the defense or indemnity obligations of Consultant to City, the intent hereunder is to provide the maximum defense and indemnity obligations allowed by Consultant under the law. The indemnity set forth in this section shall not be limited by insurance requirements or by any other provision of this Agreement.

With the exception that this section shall in no event be construed to require indemnification by Consultant to a greater extent than permitted under the public policy of the State of California, and in addition to the other indemnity obligations in this Agreement, Consultant shall indemnify, defend, and hold harmless the City of Stockton, its officers, officials, employees, and volunteers from and against claims, losses, expenses, and costs including, but not limited to, reasonable attorneys’ fees, arising out of any claim brought against the City by an employee of Consultant, regardless of whether such claim may be covered by any applicable workers compensation insurance.

Consultant’s indemnification obligation is not limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Consultant under workers’ compensation acts, disability acts, or other employee benefit acts.

5. SCHEDULE AND TERM. Consultant shall perform the scope of work as described in EXHIBIT A according to the schedule detailed in EXHIBIT D, which is attached to this Contract and incorporated by this reference. This Contract shall commence on the date written above and shall expire on DECEMBER 31, 2028, unless extended by mutual agreement through the issuance of a Contract Amendment. a. Invoices submitted by Consultant to City must contain a brief description of work performed, time used, and include the City project number. Payment shall be made within thirty (30) days of approval of invoice by City. b. Upon completion of work and acceptance by City, Consultant 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. City shall have no obligation or liability to pay any invoice for work performed which Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after work is accepted by City.

6. CONFORMANCE TO APPLICABLE LAWS. Consultant shall comply with all applicable federal, State, and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of persons or in the provision of services under this Contract on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.

EXHIBIT 1 1676
Professional Services Contract – SIEGFRIED ENGINEERING, INC. – CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053 (Updated 04/24/23)
a. TITLE VI
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 of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source. b. DISCRIMINATION AND HARASSMENT POLICY
The City of Stockton has a Discrimination and Harassment Policy (EXHIBIT E). The purpose of this policy is to reaffirm the City’s commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace. c. LABOR STANDARDS PROVISIONS/CALIFORNIA LABOR CODE
The bidder shall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode= LAB&division=2.&title=&part=7.&chapter=1.&article=2.
d. PREVAILING WAGE RATES
Consultant and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done. Consultant performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime Consultant and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee.

EXHIBIT 1 1677
Professional Services Contract – SIEGFRIED ENGINEERING, INC. – CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053 (Updated 04/24/23)
i. The Consultant performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at
http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pdf.

The Consultant shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.
ii. Should the Consultant choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the Consultant shall reimburse the City the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the City, reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to City the sum of TWENTY-FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by CONTRACTOR, or by any subcontractor under Consultant, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract. iii. PAYROLL RECORDS - The Consultant to whom the contract is awarded shall ensure that the prime and each subcontractor will, in accordance with Section 1776 of the Labor Code, maintain certified payroll records. A copy of said records shall be provided with each invoice to the Public Works Department, Attention: Contract Compliance Officer. It shall be the Consultant’s responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
iv. APPRENTICESHIP STANDARDS - The Consultant shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job.
e. SANCTIONS
Deliverables must conform with all applicable federal, state, and local laws.

Such conformity includes compliance with federal sanctions, and Contractor

EXHIBIT 1 1678
Professional Services Contract – SIEGFRIED ENGINEERING, INC. – CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053 (Updated 04/24/23)
certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.

7. RIGHTS AND DUTIES OF CITY. City shall make available to Consultant all data and information in the possession of City which both parties deem necessary to complete the work, and City shall actively aid and assist Consultant in obtaining such information as may be deemed necessary from other agencies and individuals.

8. OBLIGATIONS OF CONSULTANT. Throughout the term of this Contract, Consultant represents and warrants that it has or will have at the time this Contract is executed, all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required for the Consultant to practice its professions, and Consultant shall, at its own cost and expense, keep in effect during the life of this Contract all such licenses, permits, qualifications, insurance, and approvals. Consultant shall meet with the Public Works Director or other personnel of City or third parties as necessary on all matters connected with the carrying out of Consultant’s services. Such meetings shall be held at the request of either party hereto. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

9. OWNERSHIP OF WORK. All reports, drawings, designs, plan review comments, work product, and all other documents completed or partially completed by Consultant in the performance of this Contract shall become and remain the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees 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 Contract. If any materials are lost, damaged, or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Contract and shall not be disclosed to anyone not connected with these services unless the City expressly provides prior written consent.

10. CONTRACT AMENDMENTS. City reserves the right to make such alterations as may be deemed necessary or advisable and to require such extra work as may be required for the proper completion of the work contemplated by Consultant. Any such changes will be set forth in a Contract Amendment which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A Contract Amendment will not become effective until approved by the authorized City official.

11. TERMINATION. The City may terminate this Contract at any time by mailing a notice in writing to Consultant. The Contract shall then be deemed terminated and no further work shall be performed by Consultant. If the Contract is so terminated, the Consultant shall be paid for that percentage of work actually completed at the time the notice of termination is received.

EXHIBIT 1 1679
Professional Services Contract – SIEGFRIED ENGINEERING, INC. – CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053 (Updated 04/24/23)

12. CONSULTANT STATUS. In performing the obligations set forth in this Contract, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees, and are not agents of the City. Subcontractors shall not be recognized as having any direct or contractual relationship with the City. The persons engaged in the work, including employees of subcontractors and suppliers, will be considered employees of Consultant.

The Consultant shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The Consultant is responsible to the City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them. a. If in the performance of this Contract any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. 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 Consultant.
i. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant’s personnel.
ii. As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against the City based upon any contention by any third party that employer-employee relationship exists by reason of this Contract.

13. ASSIGNMENT. Consultant shall not assign, sublet, or transfer this Contract or any interest or obligation in the Contract without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors.

14. HEADINGS NOT CONTROLLING. Headings used in the Contract are for reference purposes only and shall not be considered in construing this Contract.

15. NOTICES. Any and all notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:

To Consultant: To City:

Siegfried Engineering, Inc. Public Works Director
3428 Brookside Road City of Stockton
Stockton, CA 95219 22 E. Weber Ave., Rm. 301
Stockton, CA 95202

16. LICENSES, CERTIFICATIONS, AND PERMITS. Prior to the City’s execution of this Contract and prior to the Consultant’s engaging in any operation or activity set forth in this Contract, Consultant shall obtain a City of Stockton business

EXHIBIT 1 1680
Professional Services Contract – SIEGFRIED ENGINEERING, INC. – CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053 (Updated 04/24/23)
license, which must be kept in effect during the term of this Contract. Consultant covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Contract.

17. RECORDS AND AUDITS. City reserves the right to periodically audit all charges made by Consultant to City for services under this Contract. Upon request, Consultant agrees to furnish City, or a designated representative, with necessary information and assistance.

Consultant agrees that City or its delegate shall have the right to review, obtain, and copy all records pertaining to performance of the Contract. Consultant agrees to provide City or its delegate with any relevant information requested, and shall permit City or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purposes of determining compliance with this Contract. Consultant agrees to maintain such records for a period of three years from the date that final payment is made.

18. CONFIDENTIALITY. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

19. CONFLICTS OF INTEREST. Consultant covenants that other than this Contract, Consultant has no financial interest with any official, employee, or other representative of the City. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner or degree by the performance of Consultant’s services under this Contract. If such an interest arises, Consultant will immediately notify City.

20. WAIVER. In the event either City or Consultant at any time waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Contract, whether of the same or of any other covenant, condition, or obligation.

21. 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.

22. NO PERSONAL LIABILITY. No official or employee of City shall be personally liable to Consultant in the event of any default or breach by City or for any amount due Consultant.

23. INTEGRATION AND MODIFICATION. The response by Consultant to the Request for Proposals and the Request for Proposals on file with the City Clerk are hereby incorporated herein by reference to the extent that such documents do not differ from the provisions and terms of this Contract that shall supersede such response to Request for Proposals. This Contract represents the entire integrated agreement between Consultant and City, supersedes all prior negotiations, representations, or agreements, either written

EXHIBIT 1 1681
Professional Services Contract – SIEGFRIED ENGINEERING, INC. – CHANNEL STREET IMPROVEMENTS, PROJECT NO. WT22053 (Updated 04/24/23)
or oral, between the parties, and may be amended only by written instrument signed by Consultant and City. All exhibits and this contract are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.

24. SEVERABILITY. The provisions of this Contract are severable to the extent that should any of its provisions or terms be declared void in whole or in part by operation of law or agreement of the parties, the remainder of the provisions or terms not expressly declared void shall remain enforceable and in full effect.

25. THIRD PARTY RIGHTS. Nothing in this Contract shall be construed to give any rights or benefits to anyone other than City and Consultant.

26. AUTHORITY. The undersigned hereby represent and warrant that they are authorized by the parties to execute this Contract.

IN WITNESS WHEREOF: the parties have executed this Contract the day and year first hereinabove written.

CITY OF STOCKTON SIEGFRIED ENGINEERING, INC.

By: By:

HARRY BLACK Signature

CITY MANAGER
ATTEST:

Print Name
BY:

ELIZA R. GARZA, CMC Title:

CITY CLERK
APPROVED AS TO FORM:

BY:

DEPUTY CITY ATTORNEY

Paul Schneider President
EXHIBIT 1 1682

PROJECT SCOPE
The scope of the project is to modify Channel, American, and Hunter to include the following:
• Class III Bike Lanes on Channel from Hunter to a half block east of American. • Pedestrian bulb outs at the following locations
o Hunter and Channel NE and SE corners
o San Joaquin and Channel all four corners
o Sutter and Channel NE, NW, and SW corners
o California and Channel NW, NE, and SE corners
o American and Channel all four corners
• New sidewalk, parkway, and trees in the following locations:
o Channel north side from Hunter to Sutter
o Channel south side from California to 150 feet past American • Class II bike lane from Miner to Weber on both Hunter and San Joaquin TASK 1: BACKGROUND RESEARCH
Siegfried will research, review, and verify the location and type of existing improvements, equipment, bus zone locations, posted speed limit, bus route movements, existing topographic mapping, photos, right-of-way maps, “as-built” plans, record maps, surveys, assessor maps, local street improvement plans, collision reports, sight distance, approach speed, total pedestrians and vehicle volumes, public transit routes, truck volume, grade, need of advance warning signs and flashers, and other geometrical and operational characteristics for the project.

Siegfried will coordinate the utility relocation schedule with each utility company and include it in specifications for construction coordination. Full documentation of all utility coordination and plan shall be provided to the City with regular updates of progress.

Siegfried will identify required permits, prepare all permit applications, and assist the City with negotiations relative to permit conditions if required. Permit fees will be paid by the City.

Siegfried will provide up to four (4) days of utility locating services based on radio wave location techniques. The utility markings will then be surveyed by Siegfried and plotted in the plans. The locating will provide approximate elevations and sizes.

Siegfried will provide copies of all utility correspondence, and public notices for City files.

TASK 2: UTILITY COORDINATION
Siegfried will be responsible for performing utility investigations and coordination with utility owners throughout the project development process. Utility coordination shall include the use of PG&E’s online web portal to assign the project to a PG&E project manager and coordinate all PG&E-related work with the assigned project manager. Siegfried will be present at all necessary meetings with each utility owner. Siegfried will be responsible for, but not limited to, the following:

Prepare a project limits map and request utility information from each utility owner within the area of work.

Siegfried will mark out for Underground Service Alert (USA) and pothole all utilities located in and near proposed improvements.

Siegfried will survey all utility locations and update utility information on the plans (plan and profile) based on information obtained by potholing and USA. Siegfried will provide the City with a Utility Potholing report which will include the following information for each utility: picture, location, facility type, material, size, and depth.

Prepare Utility Letter “A” during the preliminary design phase to the affected utility owners for City to review and approve before transmitting to utility owners. Information on existing utilities obtained as a result of the “A” letter will be transferred to base maps in both plan and profile view. A copy of the utility data obtained from utility owners will be provided to the City, and the originals will be filed in the project files.

Prepare Utility Letter “B” during the 95% design phase to the affected utility owners for City to review and approve before transmitting to utility owners. Two sets of half-sized 95% plans will be provided to each utility owner as an attachment to the letter. The letter will request that utility owners verify any utility conflicts with proposed improvements and indicate whether any future utilities are proposed in the area that may require accommodation through the improved area. Information on existing utilities obtained as a result of the “B” letter will be used to determine potential utility conflicts and to resolve the

EXHIBIT A

EXHIBIT 1 1683
conflicts identified. A copy of the utility data obtained from utility owners will be provided to the City, and the originals will be filed in the project files.

Prepare Utility Letter “C” during 100% design phase to the affected utility owners for City to review and approve before transmitting to utility owners. Two sets of half-sized 100% plans will be provided to each utility owner as an attachment to the letter. The letter will indicate to the utility owners whether any changes have been made to the project plans since the Utility Letter “B” and will request written confirmation of utility relocations and utility relocation schedule. A copy of the utility data obtained from utility owners will be provided to the City, and the originals will be filed in the project files.

Siegfried will meet with utility companies as needed to ensure that conflicts are identified, and relocations performed if necessary.

TASK 3: PLANS, SPECIFICATIONS, & ESTIMATE
Siegfried will prepare complete PS&E documents, which include design improvement plans for demolition, grading, striping, electrical, drainage, paving, staging, erosion control, and other civil details as well as technical specifications and the engineer’s estimate. The PS&E shall be prepared according to the City’s and Caltrans’ standards and current CA MUTCD, as appropriate.

Siegfried will prepare a base map showing existing information to facilitate the design of all the necessary improvements. The base map limits shall be sufficient to cover all necessary improvements within the project area. Improvement plans for modifications, striping, roadway, drainage, electrical, erosion control, and water pollution prevention plans shall be submitted for review to the City at 65%, 95%, and 100% completion stage. Siegfried will provide one electronic copy (PDF format).

Siegfried will provide project specifications, project estimates, project plans, and a signed Quality Control Checklist with each submittal. Siegfried will provide one electronic (PDF format) copy at the 100% design stage for final review before the City Engineer’s approval and provide final specifications and an engineer’s estimate. The City will make all comments on design submittals via Bluebeam software. With each set of comments, Siegfried will review comments, incorporate changes into the following submittal, create a matrix to track all comments and provide a signed Quality Control Checklist. Any comments not incorporated in the design must be responded to via Bluebeam software.

The PS&E should be subject to quality control reviews before submittal. These reviews will assure conformance to Caltrans and City Standard criteria as well as minimize typographical omissions. Siegfried will provide a signed Quality Control Checklist at the time of each deliverable submittal.

Final PS&E submittal shall include: One complete plan set of reproducible 24”x36” on mylars (after editorial review of 100% plan check via Bluebeam), final cost estimate and specifications, AutoCAD and PDF format drawing files, Microsoft Word format specifications, and Excel format cost estimate delivered to the City. After completion of construction, Siegfried will incorporate the red lines (provided by the contractor) into an as-built set on re-signed mylars. Siegfried will provide electronic copies of the as-built sheets.

TASK 4: COORDINATION/MEETINGS
At a minimum, Siegfried will attend a project kickoff, design, and pre-construction meeting. Siegfried will establish clear and consistent communication with the City to discuss the progress of the design. Siegfried will attend meetings (or conference calls) with the City as needed to discuss and finalize the design. Siegfried will provide meeting minutes for all meetings. This does not include investigative and/or field meetings that Siegfried will need to conduct to execute the intent of the project.

TASK 5: DESIGN SUPPORT DURING BIDDING & CONSTRUCTION
As part of the Proposal, Siegfried will include bid support services that consist of assisting the City in addressing inquiries submitted during bidding and design support during the construction phases of the project.

Siegfried will include bid support services that consist of assisting the City in responding to all Requests for Information (RFI) during the project advertisement phase as well as preparing any Letters of Clarification (LOC) that are needed.

Siegfried will also include services for design support during construction. These services include responding to all RFIs, submittal reviews, and approvals, assisting City staff in reviewing Contract Change Orders, attending construction and field meetings if necessary, assisting the City Inspector with specific design-related issues during construction and any needed consultation with the construction contractor, construction manager, and/or the City Project Manager throughout construction.

TASK 6: AS-BUILT DRAWINGS
Siegfried should prepare as-built drawings upon receipt of red-lines from the contractor. Siegfried should produce one complete set of as-built drawings in AutoCad. Changes should be reflected on a newly printed sheet.

EXHIBIT A

EXHIBIT 1 1684

EXHIBIT A
TASK 7: PRESERVING AND PERPETUATING SURVEY MONUMENTS
Siegfried will identify, list, and show existing survey monuments on construction plans. Siegfried will include language in the PS&E package to preserve and file corner records and all monumentation affected by the work being performed in accordance with Section 8771 of the Professional Land Surveyors Act in the Business and Professionals Code of the State of California.

EXHIBIT 1 1685
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EXHIBIT B

EXHIBIT 1 1686
Proposed Fee for the City of Stockton Channel Street Project Consultant:

Siegfried
Direct Labor
Job Title Name Hours Actual Hourly Rate Total
Managing Principal Paul Schneider 68 $104.00 $7,072.00
Principal Structural Soon Min Kwon 6 $91.35 $548.10
Principal Survey Kevin Genasci 12 $98.50 $1,182.00
Senior Associate Landscape Robert Norbutas 48 $79.33 $3,807.84 Associate Civil Nathan Berend 132 $55.50 $7,326.00
Engineer I Lauren Sensibaugh 96 $36.05 $3,460.80
Engineer I Monica Poncini 72 $36.05 $2,595.60
Senior Technician Mike Kincaid 100 $40.86 $4,086.00
Party Chief Scott Soares 50 $66.00 $3,300.00
Labor Costs
a) Direct Labor Cost $33,378.34
b) Anticipated Salary Increases $0
c) Total Direct Labor Costs [(a)+(b)] $33,378.34
Fringe Benefits
d) Fringe Benefits Rate 70.85%
e) Total Fringe Benefits [(c) x (d)] $23,648.56
Indirect Costs
f) Overhead Rate 74.17%
h) General and Administrative Rate 74.21%
g) Overhead [(c)x(f)] $24,756.72
i) Gen & Admin [(c)x(h)] $24,770.07
j) Total Indirect Costs [(e)+(g)+(i)] $73,175.34
Fee (Profit)
q) Rate 10%
k) Total Fixed Profit $10,655.37
Other Direct Costs (ODC)
Description Unit(s) Unit Cost Total
Mailers 0.00 $0.150 $0.00
Plotting (sf) 1163.84 $0.250 $290.96
Utility Locator 4 $3,000 $12,000.00
Traffic Control 1 ####### $1,500.00
l) Total Other Direct Costs $13,790.96
Subconsultants
m) Total Subconsultants
Total Siegfried Cost $131,000.00 100.00%
Total Project Cost $131,000.00
$0.00
$0.00
$0.00

EXHIBIT B

EXHIBIT 1 1687
REV 2022-05-17
Insurance Requirements
Professional Services Contract (Design)
Channel Street Improvements, Project No. WT22053
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 appropriate 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:

Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations

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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 selfinsurance 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 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.

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Self-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 with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause 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

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