City Council and Concurrent Authorities
March 19, 2024

City Council/Successor Agency to the
Redevelopment Agency/Public
Financing Authority/Parking Authority
Concurrent
City of Stockton
Meeting Agenda - Final
City Council/Successor
Agency of the
Redevelopment
Agency/Public Financing
Authority/Parking Authority
Concurrent Agenda
Council Chamber, City Hall, 425 N. El Dorado
Street, Stockton CA
4:00 PMTuesday, March 19, 2024

1. CLOSED SESSION CALL TO ORDER/ROLL CALL

2. ADDITIONS TO CLOSED SESSION AGENDA

3. ANNOUNCEMENT OF CLOSED SESSION

3.1 24-0212

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

Department: City Attorney

3.2 24-0213 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

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

Department: City Attorney

3.3 24-0214 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

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

Department: City Attorney

3.4 24-0217 PUBLIC EMPLOYEE PERFORMANCE EVALUATION:

1 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

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

Department: City Attorney

3.5 24-0216 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED

LITIGATION
Number of Cases: One
To
discuss matters pertaining to the threat of litigation pursuant to Government Code section 54956.9(d)(2).

Department: City Attorney

4. CLOSED SESSION PUBLIC COMMENT*

5. RECESS TO CLOSED SESSION

6. REGULAR SESSION CALL TO ORDER/ROLL CALL

7. INVOCATION/PLEDGE TO FLAG

8. REPORT OF ACTION TAKEN IN CLOSED SESSION

9. ADDITIONS TO REGULAR SESSION AGENDA***

10. RECOGNITIONS, ANNOUNCEMENTS, OR REPORTS

10.1 24-0283
PROCLAMATION: AMERICAN RED CROSS MONTH - MARCH 2024
Department: Office of the Mayor

11. PUBLIC COMMENTS* – MATTERS NOT ON THE AGENDA

12. CONSENT AGENDA

12.1 24-0260 ACCEPT BY MOTION PROPOSITION 111 APPROPRIATION LIMIT (GANN LIMIT), CORE REVENUES AUDIT, MEASURE M STRONG

COMMUNITIES TAX FUND AUDIT, AND MEASURE W PUBLIC
SAFETY TAX FUND AUDIT FOR THE YEAR ENDED JUNE 30, 2023

2 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council accept by motion the Proposition 111 Appropriation Limit (GANN Limit) Agreed-Upon Procedures Report, the Agreed-Upon Procedures Applied to Core Revenues Report, the Measure M Strong Communities Tax Fund Audit, and the Measure W Public Safety Tax Fund Audit for the year ended June 30, 2023.

Department: Administrative Services
Attachment A - 2023 Prop 111 Appropriation Limit (GAAN Limit) Attachment B - 2023 Independent Accountants' Report Core Revenues Attachment C - 2023 Measure M Tax Fund Audit
Attachment D - 2023 Measure W Tax Fund Audit
Attachments:

12.2 24-0261 ACCEPT BY MOTION THE INDEPENDENT ACCOUNTANT’S

REPORT ON APPLYING AGREED-UPON PROCEDURES OF

MEASURES A AND B REVENUES AND EXPENDITURES FOR
YEAR ENDED JUNE 30, 2023
Recommended Action:

RECOMMENDATION
It is recommended that the City Council accept by motion the Independent Accountants' Report on Applying Agreed-Upon Procedures on Measures A and B Transaction and Use Tax for the Year Ended June 30, 2023 (Attachment A).

Department: Administrative Services
Attachment A - Measures A and B Accountants ReportAttachments:

12.3 24-0279 RATIFY APPOINTMENT TO PLANNING COMMISSION
Recommended Action: RECOMMENDATION
It is recommended that City Council adopt a resolution ratifying an appointment to the Stockton Planning Commission to fill a vacated term representing Council District 1. The partial term will begin upon appointment and end January 31, 2027.

Department: City Clerk
Attachment A - Redacted Application.pdf
Proposed Resolution - PC Appointment.docx
Attachments:

12.4 24-0162 APPROVE A RESOLUTION SUPPORTING THE APPLICATION OF VISIONARY HOME BUILDERS OF CALIFORNIA, INC. FOR THE

LOCAL GOVERNMENT MATCHING GRANTS PROGRAM AND

APPROVING LA PASSEGGIATA BUDGET FOR THE LOCAL

GOVERNMENT MATCHING GRANTS PROGRAM

3 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

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

1. Approve a Resolution supporting the Visionary Home Builders of California, Inc. application to the California Department of Housing and Community Development for the Local Government Matching Grants Program funds for the La Passeggiata affordable housing project and approve the project budget and funding sources; and

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

Department: Economic Development
Attachment A - Resolution 2021-06-22-1502
Attachment B - Resolution 2023-08-22-1209
Proposed Resolution - LGMG / La Passeggiata
Attachments:

12.5 24-0167 AUTHORIZE A FAÇADE IMPROVEMENT FORGIVABLE LOAN FOR $128,838.76 TO 345 E CHANNEL STREET, LLC, FOR THE
PROPERTY LOCATED AT 345 EAST CHANNEL STREET
Recommended Action:

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

1. Authorizing a Fa
�ade Improvement Forgivable Loan to 345 E Channel
Street, LLC, for the property located at 345 East Channel Street in the amount of $128,838.76; and

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

Department: Economic Development
Attachment A - Vicinity Map
Attachment B - Property Photos
Attachment C - Renderings of Proposed Improvements
Proposed Resolution - Facade 345 East Channel Street
Attachments:

12.6 24-0176 APPROVE FINDINGS AND ADOPT A RESOLUTION TO

AUTHORIZE A CONTRACT WITH THIRKETTLE CORPORATION,

DBA AQUA METRIC SALES COMPANY, FOR INSTALLATION OF

WATER METERS, AUTOMATED METER READING EQUIPMENT,

AND SOFTWARE

4 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

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

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

2. Authorize a six-year contract with Thirkettle Corporation, dba Aqua Metric Sales Company, of Sacramento, California, for the Water Meters, Meter Reading Equipment, and Software Project (Project UH22001) for a total amount not-to-exceed $17,220,369.72 (Exhibit 1 to the Resolution).

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

Department: Municipal Utilities
Proposed Resolution
Exhibit 1 - AMI Agreement
Attachments:

12.7 24-0154 APPROVE FINDINGS AND AWARD AN ENGINEERING SERVICES

CONTRACT TO VVH CONSULTING ENGINEERS FOR DEPTH OF

COVER REMEDIATION DESIGN SERVICES FOR WASTEWATER

PIPELINE CROSSING THE SAN JOAQUIN RIVER
Recommended Action:

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

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

2. Award a Professional Engineering Services Contract in the amount of $872,360 to VVH Consulting Engineers of Modesto, CA to design the depth of cover remediation for the 36-inch pipeline and reinforcement of cover for the 60-inch pipeline crossing the San Joaquin River (Exhibit 1 to the Resolution).

3. Authorize the City Manager to execute the Professional Engineering Services Contract.

4. Appropriate funds of $872,360 from the Wastewater Utility Fund Balance to the Wastewater Treatment Plant Operations, Special Services account for these services.

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

Department: Municipal Utilities

5 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Proposed Resolution
Exhibit 1 - Contract
Attachments:

12.8 24-0190 ADOPT RESOLUTION TO AWARD A PROFESSIONAL SERVICES

CONTRACT AND APPROPRIATE FUNDS FOR THE FILE ROOM

SCANNING AND DIGITAL STORAGE PROJECT
Recommended Action:

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

1. Award a Professional Services Contract to ARC Document Solutions of Stockton, CA, in the amount of $178,440, for the File Room Scanning and Digital Storage, Project No. SEB-23-003.

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

3. Appropriate funds in the amount of $160,000 from the Measure K Maintenance Fund Balance to the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget for the File Room Scanning and Digital Storage, Project No. SEB-23-003.

4. Transfer funds in the amount of $160,000 from the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget to the File Room Scanning and Digital Storage, Project No. WT24042.

5. Transfer funds in the amount of $89,220 from the Community Development Department Fiscal Year 2023-24 Operating Budget to the File Room Scanning and Digital Storage, Project No. WT24042.

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

Department: Public Works
Proposed Resolution
Exhibit 1 - Professional Services Contract 23-0972
Attachments:

12.9 24-0198 RATIFY SUBMITTAL OF 2024 RAISE GRANT APPLICATION TO

THE DEPARTMENT OF TRANSPORTATION FOR ADVANCING

COMMUNITY CONNECTIVITY AND EQUITY FOR SOUTH

STOCKTON PROJECT

6 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council approve a motion to ratify submittal of the Rebuilding American Infrastructure with Sustainability and Equity (RAISE) Grant application for Advancing Community Connectivity and Equity for South Stockton in the amount of $8,150,000.

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

Department: Public Works
Attachment A - Project Location Map.pdfAttachments:

13. ADMINISTRATIVE MATTERS

14. UNFINISHED BUSINESS

15. NEW BUSINESS

15.1 24-0200
APPROVE THE 2024 STATE AND FEDERAL LEGISLATIVE

PROGRAM
Recommended Action: RECOMMENDATION
It is recommended that the City Council adopt by motion the 2024 State and Federal Legislative Program and authorize the City Manager to pursue the objectives outlined in these Programs through advocacy efforts in Sacramento and Washington, D.C.

Department: City Manager's Office
Attachment A - 2024 Legislative Program
PPT - 15.1 - 2024 State and Federal Legislative Program Attachments:

15.2 24-0196 ADOPT RESOLUTION AUTHORIZING THE ISSUANCE OF

SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT
AREA 3 OF THE CITY OF STOCKTON COMMUNITY FACILITIES
DISTRICT NO. 2018-2 (WESTLAKE VILLAGES II), APPROVING

AND DIRECTING THE EXECUTION OF A FISCAL AGENT

AGREEMENT, APPROVING THE FORM OF PRELIMINARY

OFFICIAL STATEMENT, APPROVING THE SALE OF SUCH

BONDS, AND APPROVING OTHER RELATED DOCUMENTS AND

ACTIONS

7 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that City Council adopt a resolution to authorize the issuance and sale of Special Tax Bonds, payable from Special Taxes, for and on behalf of Improvement Area 3 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) in the estimated amount of $13,960,000 (not-to-exceed $15,500,000), and directing the execution of a Fiscal Agent agreement approving as to form a preliminary official statement, and approving all other documents and actions in connection with the issuance.

Department: Administrative Services
Proposed Resolution - Westlake II IA3
Exhibit 1 - 2024 IA3 Fiscal Agt Agmt Westlake II
Exhibit 2 - Preliminary Official Statement
Exhibit 3 - Bond Purchase Agreement
PPT - 15.2 Westlake Villages II
Attachments:

15.3 24-0163 ADOPT A MOTION TO ACCEPT AND APPROVE A REGIONAL

HOMELESS ACTION PLAN AND MEMORANDUM OF

UNDERSTANDING FOR HOMELESS, HOUSING ASSISTANCE
AND PREVENTION ROUND 5 APPLICATION
Recommended Action:

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

1. Accept and approve the Regionally Coordinated Homelessness Action Plan for Round 5 of the Homeless Housing, Assistance and Prevention Grant (HHAP 5) grant program;

2. Authorize the City Manager to execute a Memorandum of Understanding with San Joaquin County and San Joaquin Continuum of Care; and

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

Department: Economic Development
Attachment A – Regional Homeless Action Plan and MOU
PPT - 15.3 - HHAP Round 5
Attachments:

15.4 24-0259 ACCEPT BY MOTION THE INDEPENDENT AUDIT OF THE

ANNUAL COMPREHENSIVE FINANCIAL REPORT FOR THE
FISCAL YEAR ENDED JUNE 30, 2023

8 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
Recommended Action:

RECOMMENDATION
It is recommended that the City Council accept by motion the independent audit of the Annual Comprehensive Financial Report for the year ended June 30, 2023.

Department: Administrative Services
Attachment A - ACFR FY23
PPT - 15.4 - ACFR FY23
Attachments:

15.5 24-0223 ADOPT THE FY 2024-25 COUNCIL PRIORITY GOALS, ONE PAGE STRATEGIC PLAN, AND 2024 COUNCIL PLANNING WORKSHOP
REPORT
Recommended Action:

RECOMMENDATION
It is recommended that the City Council adopt by motion the FY 2024-25 One Page Strategic Plan, outlining the City Council's updated priority goals.

Department: City Manager
Attachment A - FY2024-25 One Page Strategic Plan
Attachment B - Workshop Presentation Materials
Attachment C - 2024 Workshop Summary Report
PPT - 15.5 - Council Priority Goals and Workshop Summary Attachments:

16. HEARINGS**

16.1 24-0078 ADOPT BY MOTION THE 2023 GENERAL PLAN AND HOUSING

ELEMENT ANNUAL PROGRESS REPORTS AND AUTHORIZE THE

CITY MANAGER TO SUBMIT REPORTS TO THE STATE HOUSING

DEPARTMENTS TO COMPLY WITH STATE LAW
Recommended Action:

RECOMMENDATION

It is recommended that City Council adopt by motion the 2023 Annual Progress Reports (APRs) for the Envision Stockton 2040 General Plan and the 2015-2023 Housing Element and authorize the City Manager to submit reports to the State of California Department of Housing and Community Development (HCD) and the Office of Planning and Research (OPR) as required by State Law.

Department: Community Development
Attachment A - General Plan 2023 Annual Report
Attachment B - 2015-2023 Housing Element 2023 Annual Report PPT - 16.1 - General Plan 2023 Annual Report
Attachments:

17. CITY MANAGER'S UPDATE

9 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final

18. COUNCIL COMMENTS

19. ADJOURNMENT

INFORMATIONAL ITEMS

1. 24-0247

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

Department: City Clerk
Audit 2023-11-13.pdf
CSC 2023-10-19.pdf
Legislation-Environmental 2023-10-18.pdf
PC 2023-10-12.pdf
PC 2023-10-26.pdf
Attachments:

CERTIFICATE OF POSTING
I declare, under penalty of perjury, that I am employed by the City of Stockton and that I caused this agenda to be posted in the City Hall notice case on March 15, 2024, in compliance with the Brown Act.

Eliza R. Garza, CMC
City Clerk
By: ________________________________

Deputy

10 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final

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

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

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

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

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

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

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

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

CHALLENGING CITY DECISIONS: The time limit within which to commence any lawsuit or legal challenge to any quasi-adjudicative decision made by the City is governed by Section 1094.6 of the Code of Civil Procedure, unless a shorter limitation period is specified by any other provision. Under Section 1094.6, any lawsuit or legal challenge to any quasi-adjudicative decision made by the City must be filed no later than the 90th day following the date on which such decision becomes final. Any lawsuit or legal challenge, which is not filed within that 90-day period, will

11 March 19, 2024City Council/Successor Agency to
the Redevelopment Agency/Public
Financing Authority/Parking
Authority Concurrent
Meeting Agenda - Final
be barred. If a person wishes to challenge the nature of the above section in court, they may be limited to raising only those issues they or someone else raised at the meeting described in this notice, or in written correspondence delivered to the City of Stockton, at or prior to the meeting. In addition, judicial challenge may be limited or barred where the interested party has not sought and exhausted all available administrative remedies.

12 City of Stockton
Legislation Text
File #: 24-0283, Version: 1
PROCLAMATION: AMERICAN RED CROSS MONTH - MARCH 2024
City of Stockton Printed on 3/15/2024Page 1 of 1
powered by Legistar™
13 City of Stockton
Legislation Text
File #: 24-0260, Version: 1
ACCEPT BY MOTION PROPOSITION 111 APPROPRIATION LIMIT (GANN LIMIT), CORE

REVENUES AUDIT, MEASURE M STRONG COMMUNITIES TAX FUND AUDIT, AND MEASURE W PUBLIC SAFETY TAX FUND AUDIT FOR THE YEAR ENDED JUNE 30, 2023

RECOMMENDATION
It is recommended that the City Council accept by motion the Proposition 111 Appropriation Limit (GANN Limit) Agreed-Upon Procedures Report, the Agreed-Upon Procedures Applied to Core Revenues Report, the Measure M Strong Communities Tax Fund Audit, and the Measure W Public Safety Tax Fund Audit for the year ended June 30, 2023.

Summary
Presented for the City Council’s review and acceptance are the City of Stockton’s:
· Agreed-Upon Procedures Report on Compliance with Proposition 111 Appropriation Limit (GANN Limit) for the year ended June 30, 2023 (Attachment A). The City met the requirements of the Gann Limit Calculation, Article XIII-B of the California Constitution, and the auditors found no exceptions.
· Independent Accountants’ Report of Agreed-Upon Procedures Applied to Core Revenues (Attachment B). The Agreed-Upon Procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The auditors found no exceptions.
· Measure M Strong Communities Tax Fund Audit (Measure M) for the year ended June 30, 2023 (Attachment C). The City received an unmodified (clean) opinion. · Measure W Public Safety Tax Fund Audit (Measure W) on a comparative basis for the year ended June 30, 2023 (Attachment D). The City received an unmodified (clean) opinion.

On March 18, 2024, the Council Audit Committee will meet to receive, review, and act to accept these reports.

DISCUSSION
Background
Proposition 111 or Gann Limit Report
State law limits appropriations made by the State and individual local governments. The limit for the growth rate of those appropriations is the percentage increase in the cost of living and the percentage increase in the State or local government's population. Each year City staff calculates City of Stockton Printed on 3/15/2024Page 1 of 3
powered by Legistar™
14 File #: 24-0260, Version: 1
the appropriation limit. The procedures performed by the auditor were to test the sufficiency of the procedures the City used to determine the Proposition 111 appropriation limit for fiscal year 2022-23.

The auditors did not discover any findings from the application of these audit procedures.

Agreed-Upon Procedures Applied to Core Revenues
The procedures performed on the City’s Core Revenues Schedule for the year ended June 30, 2023, meet the annual requirements under the Reimbursement Agreement between the City and Assured Guaranty Municipal Corporation, as stipulated in Article IV Covenants, Section 4.02(b). This Agreement entitled: “Agreed-Upon Procedures Applied to the Core Revenues,” is part of the City’s approved Bankruptcy Plan of Adjustment. The Plan wrote-down the liabilities of the Taxable Pension Obligation Bonds 2007 Series A and B and non-taxable Variable Rate Bonds Series 2007 A and B for property on Main Street.

This negotiated Agreement created an alternate liability and related payments that began on February 25, 2015. As part of the Agreement, the City agreed to make contingent General Fund payments commencing on June 1, 2018, through
June 1, 2052, in the manner described in Section 2.05 of the Agreement. The calculation of potential contingent General Fund payments is made by determining actual core revenues over baseline core revenue and averaging revenue increments of three fiscal years. The City is obligated to pay an allocable share of the resulting incremental revenue to Assured Guaranty Municipal Corporation subject to the provisions of subsections (c) and (d) of Section 2.03. The City’s Long-Range Financial Plan anticipates future contingent payments from the General Fund. The actual payments depend on future revenue receipts, but the payments are estimated to be approximately $3.3 million annually for the first ten years.

Measure M Strong Communities Tax Fund
Measure M, approved by voters on November 8, 2016, authorized Ordinance No. 2016-06-07-1212 that provides for an additional one-quarter cent sales tax with proceeds to be used exclusively for library and recreation services. The City separately accounts for Measure M revenues and related expenditures. The measure requires an annual audit, which was conducted for the fiscal year ending June 30, 2023. The auditors did not report any findings, and the City received an unmodified (clean) opinion on the financial schedule of revenues, expenditures, and changes in fund balances of the Measure M Fund for the year ended June 30, 2023.

Measure W Public Safety Tax Fund
Measure W, approved by voters on November 2, 2004, authorized Ordinance No. 038-04 CS that provides for an additional one-quarter cent sales tax, the proceeds of which are used exclusively for police and fire services. The Measure W Fund is where the City separately accounts for the collection of revenues generated from this sales tax and the expenditures of these taxes. The measure approved by voters also requires an annual audit. The auditors did not report any findings, and the City received an unmodified (clean) opinion on the financial schedule of revenues, expenditures, and changes in fund balances of the Measure W Fund for the year ended June 30, 2023.

City of Stockton Printed on 3/15/2024Page 2 of 3
powered by Legistar™
15 File #: 24-0260, Version: 1

FINANCIAL SUMMARY
There is no financial impact associated with accepting these items.

Attachment A - 2023 Proposition 111 Appropriation Limit (GANN Limit) Attachment B - 2023 Independent Accountants’ Report of Agreed-Upon Procedures Applied to Core Revenues
Attachment C - 2023 Measure M Strong Communities Tax Fund Audit Attachment D - 2023 Measure W Public Safety Tax Fund Audit City of Stockton Printed on 3/15/2024Page 3 of 3
powered by Legistar™
16 City of Stockton
Stockton, California
Independent Accountants’ Report on
Agreed-Upon Procedures Applied to
Appropriations Limit Schedule
For the Fiscal Year Ended June 30, 2023

ATTACHMENT A
17 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707
INDEPENDENT ACCOUNTANTS’ REPORT ON

APPLYING AGREED-UPON PROCEDURES
To the Honorable Mayor and Members of City Council
of the City of Stockton
Stockton, California
We have performed the procedures enum erated below on the appropriation limit of the City of Stockton, California (the “City”) for the year ended June 30, 2023. The City’s management is responsible for the Appropriations Limit Schedule.

The City has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose in meeting the requirements of Section 1.5 of Article X III-B of the California Constitution, which was agreed by the City and the League of California Cities (as presented in the publication entitled Agreed-upon Procedures Applied to the Appropriations Limitation Prescribed by Article XIII-B of the California Constitution). This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes.

The procedures performed and associated findings are as follows:

1. We obtained the completed worksheets used by the City to calculate its appropriations limit for the year ended June 30, 2023, and verified that the limit and a nnual calculation factors were adopted by resolution of the City Council. We also verified that the population and inflation options were selected by a recorded vote of the City Council.

Finding: No exceptions were noted as a result of our procedures.

2. For the accompanying Appropriations Limit Schedule, we added the prior year’s limit to the total adjustments, and agreed the resulting amount to the current year’s limit.

Finding: No exceptions were noted as a result of our procedures.

3. We verified the current year information presented in the accompanying Appropria tions Limit Schedule to corresponding information in worksheets used by the City.

Finding: No exceptions were noted as a result of our procedures.

4. We verified the appropriations limit presented in the accompanying Appropriations Limit Schedule to the appropriations limit adopted by the City Council.

Finding: No exceptions were noted as a result of our procedures.

ATTACHMENT A
18 To the Honorable Mayor and Members of City Council
of the City of Stockton
Stockton, California

2 We were engaged by the City to perfo rm this agreed-upon procedures engageme nt and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on agreed-upon procedures applied to the appropriations limitation schedule. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

This report is intended solely for the information and use of the City Council and management of the City and is not intended to be and should not be used by anyone other than these specified parties.

Santa Ana, California
March 13, 2024

ATTACHMENT A
19 City of Stockton
Appropriations Limit Schedule
For the Year Ended June 30, 2023

See accompanying Notes to the Appropriations Limit Schedule. 3 Amount Source
A. Appropriations Limit FY 2021-2022 409,001,948$ Prior year appropriation limit adopted by the City
B. Calculation Factors:
1) Population increase % 1.0044 California Department of Finance 2) Inflation increase % 1.0755 California Department of Finance 3) Total adjustment % 1.0802 (B1 x B2) C. Annual Adjustment Increase 32,815,126 {(B3-1) x A} D. Other Adjustments:
1) Loss responsibility (-) - N/A 2) Transfer to private (-) - N/A 3) Transfer to fees (-) - N/A 4) Assumed responsibility (+) - N/A E. Total Adjustments 32,815,126 (C+D)
F. Appropriations Limit FY 2022-2023 441,817,074$ (A+E)

ATTACHMENT A
20 City of Stockton
Notes to the Appropriations Limit Schedule
For the Year Ended June 30, 2023
4 Note 1 – Purpose of Limited Procedures Review
Under Article XIIIB of the California Constitution (t he Gann Spending Limitation Initiative), California governmental agencies are restricted as to the amount of annual appropriations from proceeds of taxes. Effective for years beginning on or after July 1, 1990, under Section 1.5 of Article XIIIB, the annual calculation of the appropriations limit is subject to the agreed-upon procedures in connection with the annual audit.

Note 2 – Method of Calculation
Under Section 10.5 of Article XIIIB, for fiscal years beginni ng on or after July 1990, the appropriations limit is required to be calculated based on the limit for the fiscal year 1986-87, adjusted for the inflation and population factors discussed in Notes 3 and 4 below.

Note 3 – Population Factors
A California governmental agency may use as its population factor either the annual percentage change of the jurisdiction’s own population or the annual percentage change in population of the county where the jurisdiction is located. The factor adopted by the City for the year ended June 30, 20 23, represents the annual percentage change in population for the County of San Joaquin.

Note 4 – Inflation Factors
A California governmental agency may use as its inflation factor either the annual percentage change in the 4 th
quarter per capita personal income (whi ch percentage is supplied by the Califor nia Department of Finance) or the percentage change in the local assess ment roll from the preceding year due to the change of local nonresidential construction. The factor adopted by the City for the y ear ended June 30, 2023, repr esents the annual percentage change for per capita personal income.

Note 5 – Other Adjustments
A California government agency may be required to adjust its appropriations limit when certain events occur, such as the transfer of responsibility for municipal services to, or from, another government agency or private entity. The City had no such adjustments for the year ended June 30, 2023.

ATTACHMENT A
21 City of Stockton
Stockton, California
Independent Accountants’ Report on
Applying Agreed-Upon Procedures
on Core Revenues
For the Year Ended June 30, 2023

ATTACHMENT B
22 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707

INDEPENDENT ACCOUNTANTS’ REPORT ON APPLYING

AGREED-UPON PROCEDURES ON CORE REVENUES

To the Honorable Mayor and Members of City Council
of the City of Stockton
Stockton, California

We have performed the procedures enumerated below on the Core Revenues Schedule (the “Schedule”) of the City of Stockton, California (the “City”) for the year ended June 30, 2023. The City’s management is responsible for the Schedule.

The City has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of meeting the requirements of Article IV Covenants, Section 4.02(b) - Not later than 210 days after and as of the end of each fiscal year, audited financial statements of the City , which financial statements shall include a statement of net position, statement of activities and changes in net positi on. The audited financial statements shall be audited by independent certified public accountants from a firm experienced in the field of municipal audits and licensed in the State of California, and prepared in accordance with G AAP, and shall be delivered t ogether with an agreed-upon procedures letter from such accountants addressed to A ssured Guaranty providing a report showing that such accountants have recomputed the calculations of the Ac tual Core Revenues and the Contingent General Fund Payment made by the City with respect to such Fiscal Year and have compared the data used in such calculations and found it to be consistent with the audited financial statemen ts or other internal accounts and records of the City for such Fiscal Year . The report may not be suitabl e for any other purpose. The pro cedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whether the procedures are appropriate for their purposes.

The procedures and associated findings are as follows:

1. Obtained and reviewed Reimbursement Agreement between Assured Guaran ty Municipal Corp. and the City of Stockton dated February 25, 2015 and obtained unde rstanding of the Contingent General Fund Payments, Actual Core Revenues, and Baseline Core Revenues.

Findings: No exceptions were noted.

2. Obtained the Contingent General Fund Payment detail and recalculated the Contingent General Fund Payment in accordance to Article II, Settlement Terms and Payments Section 2.03 Contingent General Fund Payments of the Reimbursement Agreement.

Under the Reimbursement Agreement between Assured Guar anty Municipal Corp. and City of Stockton dated as of February 25, 2015, Article II Settlement Terms and Payments, Sec tion 2.03(a), for each Fiscal Year, commencing with the Fiscal Year ending June 30, 2018 and ending in the Fiscal Year ending June 30, 2052 (subject to extension pursuant to the provisions of su bsection (d) below), in which the Actual Core Revenues exceed the Baseline Core Revenues, the City shall pay to the Payees, in the manner described in Section 2.05, a payment equal to the Allocable Share of the average Incremental Revenue Ratio for such Fiscal Year and each of the previous two Fiscal Years multiplied by the Shortfall Amount (each such payment, a “Contingent General Fund Payment”). The Payment Date for the estimated Con tingent General Fund Payments with respect to any Fiscal Year shall be June 1 of such Fiscal Year, commencing June 1, 2018 to and including June 1, 2052, subject to the provisions of subsections (c) and (d) of this Section 2.03.

ATTACHMENT B
23 To the Honorable Mayor and Members of City Council
of the City of Stockton
Stockton, California

2 We obtained and recalculated the Cont ingent General Fund Payment. In addition, we verified the payment was remitted by the City before the due date of June 1, 2023.

Findings: No exceptions were noted.

3. Obtained and reviewed calculations of the actual core revenues as stated in the Reimbursement Agreement.

Core Revenues is defined as follows:

According to the Reimbursement Agreement between Assured Guaranty Municipal Corp. and City of Stockton dated as of February 25, 2015, Artic le I Definitions, Core Revenues means, for each Fiscal Year, the City’s Unrestricted General Fund receipts, net of any requi red refunds, rebates or legally required adjustments from the following sources: a) ad valorem property tax (excluding any special overrides for voter-approved general obligation bonds); (b) sales and transaction and use taxes; (c) utility taxes; (d) transient occupancy taxes; (e) franchise taxes; (f) business license taxes; (g ) document transfer taxes; (h) motor vehicle license fees; (i) other Unrestricted taxes approved by the voters after Fiscal Year 2013-14; and (j) net revenues generated from the sale of Surplus Property; provided, that Core R evenues does not include any Annexed Area Revenues or Realignment Revenues. For purposes of clarification, Core Revenues include any such receipts, whether paid directly to the City, or to the City by another public agency, including the State of California, as a result of structural ch anges in tax distributions imposed by the State of California (except to the extent such amounts constitute Realignment Revenues) or otherwise.

General Fund Core Revenues Fiscal Year 2022-23
Property Taxes
Property Taxes 42,567,420 $
In Lieu of Motor Vehicles License Fees 29,343,468
Motor Vehicles License Fees 331,550
Total Property Tax 72,242,438
Sales and Transaction Tax

1.00% Local Sales and Use Tax 73,526,747
Proposition 172 3,427,403
Measure A 49,703,488
Total Sales and Transaction Tax 126,657,638
Other Taxes
Utility Users Tax 42,445,100
Franchise Tax 18,937,580
Business License Tax 21,992,189
Hotel/Motel Tax 3,443,439
Document Transfer Tax 1,028,481
Revenue Generated by Sale of Surplus Property 44,165
Total Other Taxes 87,890,954
Total Core Revenues 286,791,030$

ATTACHMENT B
24 To the Honorable Mayor and Members of City Council
of the City of Stockton
Stockton, California

3 Performed procedures on the following core revenues:

Property taxes:

For property taxes, the firm obtained the total pr operty tax revenue population amounted to $42,567,420. We performed analytical procedures on the total population by comparing prior year amounts to current year and budgeted amounts. The firm also sent confirmation to the County for total property taxes allocated to the City during the period July 1, 2022 to June 30, 2023. We received the confirmation in the email and agreed amounts with no variance noted.

For in lieu of motor vehicle license fees, the firm obtained the total in lieu of motor vehicle license fee population amounted to $29,343,468. The firm sent confir mation to the County for motor vehicle license fees allocated to the City during the period July 1, 2022 to June 30, 2023. We received the confirmation in the email and agreed amounts with no variance noted.

For motor vehicles license fees, the firm obtained the total motor vehicle license fee population amounted to $331,550. The firm reviewed the cash receipts from the County during the period July 1, 2022 to June 30, 2023 and performed analytical procedures on the total population by comparing prior year amounts to current year and budgeted amounts.

Findings: No exceptions were noted.

Sales and Transaction and Use Tax:

For sales and transaction and use taxes, the firm obtai ned the total sales and transaction and use tax revenue population amounted to $126,657,638. We performed analytical procedures on the total population by comparing prior year amounts to current year and budgeted amounts. Measure A was approved by voters on November 5, 2013 as a three-quarter (0.75%) transaction and use tax (sales tax) effective April 1, 2014. The firm obtained the confirmation online from the Californi a Department of Tax and Fee Administration for the

1.00% 1ocal sales and use tax and Measure A transaction and use tax revenues distributed to the City during the period July 1, 2022 through June 30, 2023 in the amount of $73,526,747 and $49,703,488, respectively. In addition, the firm sent confirmation to the County of San Joaquin for the Proposition 172 revenue distributed to the City during the period July 1, 2022 through June 30, 2023 in the amount of $3,427,403. We received the confirmation in the mail and agreed amounts with no material variance noted.

Findings: No exceptions were noted.

Utility Users Tax:

For utility users taxes, the firm obtained the tota l utility users tax revenue population amounted to $42,445,100. We performed analytical procedures on the total population by comparing prior year amounts to current year and budgeted amounts.

Findings: No exceptions were noted.

ATTACHMENT B
25 To the Honorable Mayor and Members of City Council
of the City of Stockton
Stockton, California

4 Franchise Tax:

For franchise taxes, the firm obtained the total franc hise tax revenue population amounted to $18,937,580.

We performed analytical procedures on the total popula tion by comparing prior year amounts to current year and budgeted amounts. The firm also sent out confirmati on to Pacific Gas and Electric for the residential and commercial franchise tax payments paid to the City dur ing the period July 1, 2022 through June 30, 2023 in the amount of $2,980,414. We received the confirmati ons in the mail and agreed amounts with no material variances noted.

Findings: No exceptions were noted.

Business License Tax:

For the business license taxes, the firm obtained the total business license tax revenue population amounted to $21,992,189. We performed analytical procedures on the total population by comparing prior year amounts to current year and budgeted amounts.

Findings: No exceptions were noted.

Transient Occupancy (Hotel/Motel) Tax:

For the transient occupancy (hotel/mot el) taxes, the firm obtained the total transient occupancy tax revenue population amounted to $3,443,439 performed analytical procedures on the total population by comparing prior year amounts to current year and budgeted amounts.

Findings: No exceptions were noted.

Document Transfer Tax:

For the document transfer taxes, the firm obtaine d the total document transfer tax revenue population amounted to $1,028,481. We performed analytical procedures on the total population by comparing prior year amounts to current year and budgeted amounts.

Findings: No exceptions were noted.

Revenues Generated from the Sale of Surplus Property:

For the net revenues generated from the sale of surplus property, the firm obtained the net revenue population amounting to $44,165. We performed analytical procedures on the total population by comparing prior year amounts to current year.

Findings: No exceptions were noted.

ATTACHMENT B
26 To the Honorable Mayor and Members of City Council
of the City of Stockton
Stockton, California

5 We were engaged by the City to perfo rm this agreed-upon procedures engageme nt and conducted our engagement in accordance with attestation standards established by the Ameri can Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the accompanying Core Revenues Schedule. Accordingly, we do not express such an opinion or conclusion. Had we performed additional pr ocedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of th e City and to meet our ethical respons ibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures agreement.

This report is intended solely for the information and use of the City Council, City management and Assured Guaranty Municipal Corp. and is not intended to be and should not be used by anyone other than these specified parties.

Santa Ana, California
March 13, 2024

ATTACHMENT B
27 Measure M
Strong Communities Fund
of the City of Stockton
Stockton, California
Financial Statements and
Independent Auditors’ Reports
For the Year Ended June 30, 2023

ATTACHMENT C
28 ATTACHMENT C
29 City of Stockton
Measure M Strong Communities Fund
For the Year Ended June 30, 2023
Table of Contents
Page

FINANCI

AL SECTION
Independent Auditors’ Report on the Financial Statements ...................................................................................... 1 Independent Auditors’ Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ................................................................................................. 5 Basic Financial Statements:

Balance Sheet ...................................................................................................................................................... 9 Statement of Revenues, Expenditures, and Change in Fund Balance ............................................................... 10 Notes to the Fund Financial Statements ............................................................................................................ 13 Required Supplementary Information (Unaudited):

Budgetary Information:

Budget Process .................................................................................................................................................. 19 Budgetary Basis of Accounting ......................................................................................................................... 19 Schedule of Revenues, Expenditures, and Changes in Fund Balance – Budget and Actual ............................. 20

ATTACHMENT C
30 This page intentionally left blank.

ATTACHMENT C
31 FINANCIAL SECTION

ATTACHMENT C
32 This page intentionally left blank.

ATTACHMENT C
33 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707

INDEPENDENT AUDITORS’ REPORT

To the Honorable Mayor and Members of the City Council
of the City of Stockton
Stockton, California

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financ ial statements of the City of Stockton, California (the “City”) Strong Communities Initiative Measure M (the “Fund”), which comprise the balance sheet as of June 30, 2023 and the related statement of revenues, expenditures, and change in fund balance for the y ear then ended, and the related notes to the financial statements, as listed in the table of contents.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of June 30, 2023, and the respective changes in financial pos ition thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standard applicable to fi nancial audits contained in Governmental Auditing Standards , issued by the Comptroller General of the United States. Our responsibilities under tho se standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements secti on of our report. We are requi red to be independent of the City and the Fund and to meet our other ethical responsibilities, in accordance w ith the relevant ethical requirements relating to our audit. We believe that the a udit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As discussed in Note 1, the financial statements present only the Fund and do not purport to, and do not, present fairly the financial position of the City of Stockton, California, as of June 30, 2023, the changes in its financial position, or where applicable, its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United Stat es of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

ATTACHMENT C
34 To the Honorable Mayor and Members of the City Council of the City of Stockton
Stockton, California

2 In preparing the financial statements, management is required to evaluate wh ether there are conditions or events, considered in the aggregate, that raise substantial doubt ab out City’s ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whet her the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards ge nerally accepted in the United States of America and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the ove rride of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, we:

 Exercise professional judgment and maintain professional skepticism throughout the audit.

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 Obtain an understanding of internal c ontrol relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed.

 Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal cont rol-related matters that we identified during the audit.

ATTACHMENT C
35 To the Honorable Mayor and Members of the City Council of the City of Stockton
Stockton, California

3 Required Supplementary Information
Accounting principles generally accepted in the United St ates of America require that the budgetary comparison information as listed in the table of contents be presen ted to supplement the basic financial statements. Such information is the responsibility of mana gement and, although not a part of the basic financial statements, is required by the Governmental Accounting Standard s Board who considers it to be an essen tial part of financial reporting for placing the basic financial statements in an appropriate opera tional, economic, or historical context. We have applied certain limited procedures to the required supplementary in formation in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency w ith management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the in formation because the limited pr ocedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

Management has omitted Management’s Discussion and Analysis that accounting principles generally accepted in the United States of America requires to be presented to s upplement the basic financial statements. Such missing information, although not a part of the basic financial statements, is required by th e Governmental Accounting Standards Board, who considers it to be an essential pa rt of financial reporting for placing the basic financial statements in an appropriate operati onal, economic, or historical contex t. Our opinion on the basic financial statements is not affected by this missing information.

Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards , we have also issued our repor t dated March 13, 2024, on our consideration of the City’s internal control over the Fund’s financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the e ffectiveness of the City’s internal control over the Fund’s financial reporting or on compliance. Th at report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal cont rol over the Fund’s financial reporting and compliance.

Santa Ana, California
March 13, 2024

ATTACHMENT C
36 4
This page intentionally left blank.

ATTACHMENT C
37 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707

REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND

OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN

ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS

Independent Auditors’ Report

To the Honorable Mayor and Members of the City Council
of the City of Stockton
Stockton, California

We have audited, in accordance with the auditing standa rds generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Measure M Strong Communities Fund (the “Fund”) of the City of Stockton, California (the “City”), which comprise the balance sheet as of June 30, 2023 and the related statement of revenues, expenditures, and changes in fund bala nce for the year then ended, and the related notes to the fund financial statements and have issued our report thereon dated March 13, 2024.

Report on Internal Control Over Financial Reporting

In planning and performing our audit of the financial statem ents, we considered the City’s internal control over the Fund’s financial reporting (“internal control”) as a basis fo r designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s inte rnal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assi gned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies and therefore, material weaknesses or significan t deficiencies may exist that have not been identified.

Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weakness. However, material weaknesses or significant deficiencies may exist that were not identified.

ATTACHMENT C
38 To the Honorable Mayor and Members of the City Council of the City of Stockton
Stockton, California

6 Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whethe r the financial statements of the Measure M Strong Communities Fund of the City are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contract s, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statem ent amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

Purpose of This Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entit y’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.

Santa Ana, California
March 13, 2024

ATTACHMENT C
39 7

FUND FINANCIAL STATEMENTS

ATTACHMENT C
40 8
This page intentionally left blank.

ATTACHMENT C
41 Assets
Cash and investments 31,008,586$
Interest receivable 146,896
Deposits 18,097
Due from State of California Department of Tax and Fee Administration 2,682,599 Total assets 33,856,178$
Liabilities and Fund Balances
Liabilities:

Accounts payable 247,521$
Accrued payroll 199,882
Total liabilities 447,403
Fund Balance:

Nonspendable 18,097
Restricted 33,390,678
Total fund balance 33,408,775
Total liabilities and fund balance 33,856,178$
City of Stockton
Balance Sheet
June 30, 2023
Measure M Strong Communities Fund
See accompanying Notes to Fund Financial Statements.
9 ATTACHMENT C
42 Revenues:

Taxes:

Sales - levied by City 16,551,044$
Interest income (loss) (234,758)
Total revenues 16,316,286
Expenditures:

Current:

Library 2,892,739
Parks and recreation 4,821,876
Capital outlay 6,721,241
Total expenditures 14,435,856
Change in fund balance 1,880,430
Fund Balance:

Beginning of year 31,528,345
End of year 33,408,775$
City of Stockton
Statement of Revenues, Expenditures, and Change in Fund Balance For the Year Ended June 30, 2023
Measure M Strong Communities Fund
See accompanying Notes to Fund Financial Statements.
10 ATTACHMENT C
43 11

NOTES TO THE FUND FINANCIAL STATEMENTS

ATTACHMENT C
44 12
This page intentionally left blank.

ATTACHMENT C
45 City of Stockton
Measure M Strong Communities Fund
Notes to the Fund Financial Statements
For the Year Ended June 30, 2023

13 Note 1 – Definition of the Fund

On November 8, 2016, the people of the City of Stockton (the “City”) approved the Strong Communities Initiative (“Measure M”), which authorized the City of Stockton Special Library and Recreation Transactions and Use Tax Ordinance (Ordinance No. 2016-06-07-1212). The original Ordinance is adopted by the Stockton City Council on May 24, 2016. An amended Ordinance was approved by the City Council on June 7, 2016. The Ordinance allows the City to implement a dedicated one-quart er (¼) cent special transaction and use tax for a period of 16 years for the restoration and expansion of library and recreation services.

The City established the Measure M Strong Communities Fu nd (the “Fund”), to accoun t for the Measure M taxes collected and spent on library and recreation services. These operations constitute part of the overall financial reporting entity of the City and are accounted for as a special revenue fund in accordance with generally accepted accounting principles within the City’s annual comprehensive financial report. The accounting policies of the Fund conform to the modified accrual basis of accounting.

These financial statements present only the Fund and do not present fairly the financial position of the City as of June 30, 2023, the changes in its fina ncial position, or where applicable, its cash flows for the y ear then ended in accordance with the accounting principles generally accepted in the United States of America.

Note 2 – Summary of Significant Accounting Policies

A. Basis of Presentation

The accompanying financial statements present only information pertain to the Fund and are not intended to present the financial position, and changes in financia l position of the City in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The financial statement presentation follows the recommendations promulga ted by the Governmental Accounting Standards Board (“GASB”) commonly referred to as U. S. GAAP. GASB is the accepted standard-setting body for establishing governmental accounting and financial reporting standards.

B. Measurement Focus and Basis of Accounting

In the accompanying financial statements, the Fund is presented using the “ current financial resources ” measurement focus. This means that only current assets and current liabiliti es are generally included on their balance sheet. The Statement of Revenues, Expenditu res, and Changes in Fund Balance present increases (revenues) and decrease (expenditures) in net current assets.

The activities of the Fund are recorded in a special re venue fund and accounted for using the modified accrual basis of accounting. Special revenue funds are used to account for the proceeds of specific revenue sources (other than major capital projects) that are legally restricted to expenditures for specified purposes. Under the modified accrual basis of accounting, revenues are recognized wh en they become susceptible to accrual (i.e., both measurable and available). Measurable means that the amount of the transaction can be estimated, or otherwise determined. Available means the funds are collectible within 90 days after year-end. Expenditures are generally recognized when the related liability is incurred.

ATTACHMENT C
46 City of Stockton
Measure M Strong Communities Fund
Notes to the Fund Financial Statements (Continued)
For the Year Ended June 30, 2023

14 Note 2 – Summary of Significant Accounting Policies (Continued)

C. Use of Estimates

The preparation of the basic financial statements in c onformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements a nd the reported changes in net position during the reporting period. Actual results could differ from those estimates.

D. Cash and Investments

All cash and investments reported in the Fund are accounted for by the City. For further information, please refer to Note 1 – Summary of Significant Accounting Policies in the City’s annual comprehensive financial report.

E. Receivables

Revenues are recorded when received in cash, except revenues subject to accrual (up to 90 days after year-end) are recognized when due. The primary revenue source of th e Fund is transactions and use tax collected through the State of California Department of Tax and Fee Administration.

F. Classification of Fund Balance

All fund balance in the Fund are nonspendable and restricted.

Nonspendable – Amounts that cannot be spent because they are (1) not in spendable form, such as prepaid items, deposits and long-term receivabl es for which the payment of proceed s are not restricted or committed with respect to the nature of the specific expenditures of that fund or (2) legally or contractually required to be maintained intact.

Restricted – Amounts that are restricted by external parties such as creditors or imposed by grants, laws or regulations of other governments or imposed by law through constitutional provisions or enabling legislation.

The City has legislative restrictions on amounts coll ected and reported in the Fund. As a result, these restrictions have been classified as restricted for library and recreation.

Other types of fund balance that are not applicable to the Fund are described below:

Committed – This amount indicates the portion of fund balances which can only be used for specific purposes under formal resolution or ordinance of the City Coun cil. Commitments may be changed or lifted only by the City taking the same formal action that imposed the constraint originally.

Assigned – Amounts that have been allocated by action of an official authorized by the Stockton City Council in which the City’s intent is to use the funds for a specific purpose. The City considers this level of authority to be the City Manager of the City of Stockton.

Unassigned – Amounts that constitute the residual balances that have no restrictions placed upon them. If restrictions exceed available resources at the end of the year, the deficit amounts are reported and classified as unassigned.

ATTACHMENT C
47 City of Stockton
Measure M Strong Communities Fund
Notes to the Fund Financial Statements (Continued)
For the Year Ended June 30, 2023

15 Note 2 – Summary of Significant Accounting Policies (Continued)

G. Spending Policy

When expenditures are incurred for purposes for which both restricted and unrestricted fund balances are available, the City’s policy is first to expend restricted fund balances, then unrestricted fund balances as they are needed.

When expenditures are incurred for purposes where only unrest ricted fund balances are av ailable, the City uses the unrestricted resources in the following order: committed, assigned, and unassigned depending on the nature of the expenditure.

Note 3 – Cash and Investments

The Fund’s share of the City’s cash and investments at June 30, 2023 was $31,008,588.

Cash is deposited in the City’s internal investment pool, which is reported at the amortized cost. The Fund does not own specifically identifiable securities in the City’s pool. Interest income is allocated based on average cash balances.

Investment policies and associated risk factors applicable to the Fund are those of the City and are included in the City’s basic financial statements. Pl ease refer to the City’s annual comprehensive financial report for related disclosures for cash and investments.

Note 4 – Due From Other Governments

Due from other governments consists of retail transactions and use tax due from the State of California Department of Tax and Fee Administration. At June 30, 2023, the amount due from the State of California Department of Tax and Fee Administration was $2,682,599.

Note 5 – Commitments and Contingencies

Litigation

Legal claims and lawsuits arise from time to time in th e normal course of business wh ich, in the opinion of management, will not materially affect the financial statements of the Fund as of June 30, 2023.

Commitments

In addition to library and recreation operations, Str ong Communities funds are being used for capital projects expanding or improving library and r ecreation facilities. The capital appropriations outstanding as of June 30, 2023 were $12,123,912 for eight projects. The largest project underw ay, with an outstanding appropriation of $4,464,768 is allocated toward the renovation of the Cesar Chavez Libr ary for life safety upgrades and to make the building more accessible and inviting to the community. A new library and recreation facility in Northeast Stockton is also under construction with an outstanding balance of $3,660,669. $1,190,658 is appropriated to renovate the Victory Park Pool and $1,500,000 is appropriated to renovate the Oak Park Pool. The McKinley Park renovation project has a balance of $1,121,481. In addition, $85,529 is appropriated to complete renovations at the Stockt on Soccer Complex, $59,500 is appropriated to install UV sterilization systems at pools, and $41,307 is appropriated to complete fencing and gate upgrades for improved security at the McNair Soccer Complex.

ATTACHMENT C
48 16
This page intentionally left blank.

ATTACHMENT C
49 17

REQUIRED SUPPLEMENTARY INFORMATION (UNAUDITED)

ATTACHMENT C
50 18
This page intentionally left blank.

ATTACHMENT C
51 City of Stockton
Measure M Strong Communities Fund
Required Supplementary Information (Unaudited)
For the Year Ended June 30, 2023

19 1. Budgetary Information

Budget Process

In accordance with the provisions of the City Charter, the City prepares and adopts a budget on or before June 30 for each fiscal year. Total Appropriations shall not exceed the total of estimated revenues, estimated unencumbered balances of funds to be carried over from the preceding year and unencumbered available fund balances. Prior to July 1, the original adopted budget is legally enacted through the passage of a resolution by the City Council. In the event this does not occur, the City Manager’s draft budget is in force until a budget is adopted by the City Council.

If expenditures exceed appropriations at the department level for the General Fund or at the fund level for all other funds, Council approval must be obtained to amend the budget. The City Manager is authorized to transfer budgeted amounts between line items within a General Fund department and w ithin a fund for all other funds.

During the year, the City Council approves supplemental appr opriations and, by resolution, has also authorized the City Manager to transfer fund balances to applicab le appropriation accounts, or to transfer between funds, when necessary to continue purposes approved by the City Council in the current year, adopted budget, or subsequent action. Amounts reported as final budget in the Schedule of Re venues, Expenditures and Changes in Fund Balance – Budget and Actual – On a Budgetary Basis include amendments authorized throughout the year.

All unencumbered appropriati ons lapse at year-end, with the excepti on of ongoing capital improvement projects and miscellaneous grants in the respective funds. Encumbered appropriations are re-appropriated in the following year’s budget.

Budgetary Basis of Accounting

The City adopts budgets each fiscal year on a basis of accounting, which is differe nt from accounting principles generally accepted in the United States of America (GAAP).

The statements of revenue, expenditures and changes in fund balances have been prepared on the modified accrual basis of accounting in accordance with GAAP. Th e schedules of revenues, expenditures and changes in fund balances – budget and actual – on a budgetary basis have been prepared on the budgetary basis, which is different from GAAP.

The variations from GAAP that are for budgetary purposes include the following:

 Outstanding commitments relating to construction contracts and other purchases of goods and services are recorded as expenditures at the time contracts or purchase agreements are entered into. Under GAAP, these obligations are recognized when goods are received or services are rendered.

 The write-off uncollectable accounts receivables is not recognized as an expenditure. Under GAAP, these write-offs are recognized as expenditures when th e accounts receivables are determined to be uncollectable.

ATTACHMENT C
52 City of Stockton
Measure M Strong Communities Fund
Required Supplementary Information (Unaudited) (Continued) For the Fiscal Year Ended June 30, 2023

20 1. Budgetary Information (Continued)

Schedule of Revenues, Expenditures, and Changes in Fund Balance – Budget and Actual

V ariance with
Original Final Actual Final Budget
Revenues:

Taxes:

Sales - levied by City 14,027,000 $ 14,027,000 $ 16,551,044 $ 2,524,044 $ Interest income (loss) - - (234,758) (234,758) Total rev enues 14,027,000 14,027,000 16,316,286 2,289,286 E xpenditures:

Current:

Library 4,471,381 4,466,089 2,892,739 1,573,350 Recreation programs 6,238,267 6,699,620 4,821,876 1,877,744 Capital outlay 5,350,000 8,600,753 6,721,241 1,879,512 Total expenditures 16,059,648 19,766,462 14,435,856 5,330,606 Changes in fund b alance (2,032,648)$ (5,739,462) $ 1,880,43 0 7,619,892$ Fund Balance (GAAP Basis):

Beginning of year 31,528,345
End of year 33,408,775$
Basis Ad justm ent:

Changes in fund balances - GAAP basis 1,880,430 $
Encumbrances (411,140)
Changes in fund balances - Budget basis 1,469,290
Fund Balance (Budgetary Basis):

Beginning of year 31,528,345
End of year 32,997,635$
Budget

ATTACHMENT C
53 Measure W
Public Safety Tax Fund
of the City of Stockton
Stockton, California
Independent Auditors’ Reports
and Financial Schedules
For the Years Ended June 30, 2023 and 2022

ATTACHMENT D
54 ATTACHMENT D
55 City of Stockton
Measure W Public Safety Tax Fund
For the Years Ended June 30, 2023 and 2022

Table of Contents

Page

Independent Auditors’ Report .................................................................................................................................... 1

Schedules of Revenues, Expenditures, and Change in Fund Balances........................................................................... 5

Notes to the Financial Schedules .................................................................................................................................... 6

Independent Auditors’ Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of the Financial Schedules Performed in Accordance with Government Auditing Standards .................................... 7

ATTACHMENT D
56 This page intentionally left blank.

ATTACHMENT D
57 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707

INDEPENDENT AUDITORS’ REPORT

To the Honorable Mayor and Members of the City Council
of City of Stockton
City of Stockton, California

Report on the Audit of the Financial Schedules

Opinion

We have audited the financial schedules of the Measure W Public Safety Tax Fund (the “Fund”) of the City of Stockton, California (the “City”) which comprise the schedules of revenues, expenditures and change in fund balance (the “Financial Schedules”) for the years ended June 30, 2023 and 2022, and the related notes to the Financial Schedules.

In our opinion, the financial schedules referred to above present fairly, in all material respects, the revenues, expenditures and change in fund balance of the Fund of the City, for the years ended June 30, 2023 and 2022 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standard applicable to fi nancial audits contained in Governmental Auditing Standards , issued by the Comptroller General of the United States. Our responsibilities under tho se standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Schedules secti on of our report. We are required to be independent of the City and the Fund and to meet our other ethical responsibilities, in accordance w ith the relevant ethical requirements relating to our audit. We believe that the a udit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As discussed in Note 1, the Financia l Schedules presents only the revenues, expenditures and change in fund balance of the Fund and do not purport to, and do not, present fairly the financial pos ition of the City of Stockton, California, as of June 30, 2023 and 2022, the changes in its financial position, or where a pplicable, its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Schedules

Management is responsible for the pr eparation and fair presentation of the Financial Schedules in accordance with accounting principles generally accepted in the United Stat es of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

ATTACHMENT D
58 To the Honorable Mayor and the Members of the City Council of Stockton
Stockton, California

2 In preparing the Financial Schedules, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Fund’s ability to continue as a going concern for twelve months beyond the financial st atement date, including any currently known information that may raise substantial doubt shortly thereafter.

Auditors’ Responsibilities for the Audit of the Financial Schedules

Our objectives are to obtain reasonable assurance about whether the Financia l Schedules as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.

Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards ge nerally accepted in the United States of America and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the ove rride of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, we:

 Exercise professional judgment and maintain professional skepticism throughout the audit.

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 Obtain an understanding of internal c ontrol relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed.

 Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal cont rol-related matters that we identified during the audit.

ATTACHMENT D
59 To the Honorable Mayor and Members of the City Council of City of Stockton
City of Stockton, California

3 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards , we have also issued our repor t dated March 13, 2024, on our consideration of the City’s internal control over the Fund’s financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effec tiveness of the City’s internal control over Fund’s financial reporting or on compliance. That report is an integr al part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control over the Fund’s financial reporting and compliance.

Santa Ana, California
March 13, 2024

ATTACHMENT D
60 4
This page intentionally left blank.

ATTACHMENT D
61 City of Stockton
Measure W Public Safety Tax Fund
Schedules of Revenues, Expenditures, and Change in Fund Balance For the Years Ended June 30, 2023 and 2022

See accompanying Notes to the Financial Schedules.
5 Police Fire Total Police Fire Total
REVENUES :

Tax es:

Sales - levied by City 8,289,088$ 8,289,088$ 16,578,176$ 7,412,488$ 7,412,487$ 14,824,975$ Investment income (loss) (39,929) (35,537) (75,466) (117,656) (105,558) (223,214) Total revenues 8,249,159 8,253,551 16,502,710 7,294,832 7,306,929 14,601,761 EXPENDITURES - PUBLIC S AFETY:

Payroll:

Salaries 2,964,944 2,901,296 5,866,240 2,535,835 2,668,447 5,204,282 Benefits 2,932,215 2,953,595 5,885,810 2,507,590 2,576,580 5,084,170 Total payroll 5,897,159 5,854,891 11,752,050 5,043,425 5,245,027 10,288,452 Equipment, services and supplies:

Tax collection fee 145,833 145,833 291,666 131,673 131,674 263,347 Liability insurance 223,043 226,697 449,740 187,751 205,684 393,435 Vehicle rental charges 405,671 182,776 588,447 367,539 191,852 559,391 Radio rental charges 36,305 28,566 64,871 31,295 24,623 55,918 Materials and services 128,240 4,169 132,409 206,999 16,783 223,782 Fuel charges 138,854 31,552 170,406 129,590 33,257 162,847 Capital outlay/equipment 10,462 102,294 112,756 - 877,809 877,809 Total equipment, services and sup plies 1,088,408 721,887 1,810,295 1,054,847 1,481,682 2,536,529 Total expenditures 6,985,567 6,576,778 13,562,345 6,098,272 6,726,709 12,824,981 NET CHANGE IN FUND BALANCES 1,263,592 1,676,773 2,940,365 1,196,560 580,220 1,776,780 FUND BALANCES, BEGINNING OF YEAR 5,510,580 4,463,098 9,973,678 4,314,020 3,882,878 8,196,898 FUND BALANCES, END OF YEAR 6,774,172$ 6,139,871 $ 12,914,043 $ 5,510,580 $ 4,463,098 $ 9,973,678 $ 2023 2022

ATTACHMENT D
62 City of Stockton
Measure W Public Safety Tax Fund
Notes to the Financial Schedules
For the Years Ended June 30, 2023 and 2022

6 Note 1 – Summary of Significant Accounting Policies

A. Description of Reporting Entity

The Measure W Public Safety Tax Fund (the “Fund”) of the City of Stockton, California (the “City”) accounts for the Measure W Taxes collected a nd spent for police and fire purposes. The Fund is included in the basic financial statements of the City. These financial schedules are intended to present only the revenues, expenditures and change in fund balance of the Fund of the City. It does not present fairly the financial position of the Fund or the City, nor the change in financial position of the City in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The accounting policies of the Fund conform to U.S. GAAP as they are applicable to governmental units. The Governmental Accounting Standards Board (the “GASB”) is the standard setting body for establishing governmental accounting and financial reporting principles. The more significant policies reflected in the financial schedules are summarized below.

B. Basis of Presentation, Measurement Focus and Basis of Accounting

The activities of the Fund are recorded in a special re venue fund and accounted for using the modified accrual basis of accounting. Special revenue funds are used to account for the proceeds of specific revenue sources (other than major capital projects) that are legally restricted to expenditures for specified purposes. Under the modified accrual basis of accounting, revenues are recognized wh en they become susceptible to accrual (i.e. both measurable and available). Measurable means that the amount of the transaction can be determined. Available means the funds are collectible within 90 days after y ear-end. Expenditures of governmental funds are generally recognized when the related fund liability is incurred.

C. Sales and Use Tax – Measure W

The people of the City approved Measure W on November 2, 2004, which authorized Ordinance No. 038-04 CS that added a new Part of Chapter 8 of the Stockton Muni cipal Code. This Ordinance provided authorization for an additional one-quarter of one percent transaction and use ta x, the proceeds of which shall be used to maintain current police and fire protection service levels and to contract with the State of California Department of Tax and Fee Administration to perform all functions incident to the administration and operation of the tax.

D. Allocation of Revenue and Expenditures between Police and Fire Department

Tax revenue collected is distributed evenly between th e Police and Fire Department. Investment expense and investment income are allocated between the Police and Fire Department based on balance reduced by expenditures incurred in each department during the year . All other expenditures are recorded based on actual amount incurred in respective department.

ATTACHMENT D
63 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707

REPORT ON INTERNAL CONTROL OVER FINA

NCIAL REPORTING AND ON COMPLIANCE AND

OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL SCHEUDLES PERFORMED IN

ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS
Independent Auditors’ Report
To the Honorable Mayor and Members of the City Council
of the City of Stockton
City of Stockton, California
We have audited in accordance with th
e auditing standards generally accepted in the United States of America and the standard applicable to the fi nancial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the schedules of revenues, expenditures and change in fund balance (the “Financial Schedules”) of the Measure W Public Safe ty Tax Fund (the “Fund”) of the City of Stockton , California (the “City”), for the years ended June 30, 2023 and 2022, and the related notes to the Financial Schedules, and have issued our report thereon dated March 13, 2024. Our report contained an explanatory paragraph describing that the schedules only presents the revenues, expenditures and change in fund balance of the Fund and not the City.

Report on Internal Control Over Financial Reporting
In planning and performing our audits of the Financial Sche dules, we considered the City’s internal control over the Fund’s financial reporting (“internal control”) as a basis for designing the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the Financial Schedules, but not for the purpose of expressing an opinion on the effectiveness of City’s internal control over the Fund’s financial reporting. Accordingly, we do not express an opinion on the effectiveness of City’s internal control.

A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assi gned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatemen t of the Fund’s financial schedules will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

Our consideration of internal control over the Fund’s Financial Schedules was for the limited purpose described in the first paragraph of this section and was not designed to id entify all deficiencies in inte rnal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audits we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.

ATTACHMENT D
64 To the Honorable Mayor and Members of the City Council of City of Stockton
City of Stockton, California

8 Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether th e Financial Schedules are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contr acts, and grant agreements, noncompliance with which could have a direct and material effect on the determina tion of Financial Schedules amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.

Purpose of this Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City’s internal control or on compliance as they relate to the Fund. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal c ontrol and compliance. Accordingly, this communication is not suitable for any other purpose.

Santa Ana, California
March 13, 2024

ATTACHMENT D
65 City of Stockton
Legislation Text
File #: 24-0261, Version: 1
ACCEPT BY MOTION THE INDEPENDENT ACCOUNTANT’S REPORT ON APPLYING AGREED-

UPON PROCEDURES OF MEASURES A AND B REVENUES AND EXPENDITURES FOR YEAR ENDED JUNE 30, 2023

RECOMMENDATION
It is recommended that the City Council accept by motion the Independent Accountants’ Report on Applying Agreed-Upon Procedures on Measures A and B Transaction and Use Tax for the Year Ended June 30, 2023 (Attachment A).

Summary
The attached report determines that revenues were collected in accordance with Measure A and expenditures were in accordance with Measure B for the year ended June 30, 2023. The agreed- upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants.

DISCUSSION
Background
As a general sales tax, Measure A proceeds are part of the City’s General Fund. The City Charter (sections 1910 and 1911) requires the City to prepare an Annual Comprehensive Financial Report (ACFR) and have an annual audit of all City accounts conducted by an independent firm of certified public accountants. The independent annual audit includes Measure A financial activity and complies with the Measure A ballot language and the Advisory Committee’s charter and by-laws.

In addition to the City’s annual independent audit, the Measure A Citizens’ Advisory Committee requested that the City engage an additional independent auditor to provide audit services to review in more detail, the Measure A financial activities. The Advisory Committee members conveyed that the ACFR did not illustrate the level of detail necessary to fully understand how the City uses Measure A sales tax revenues, and how those uses compare to the Measure B advisory measure.

The Council Audit Committee and City Council supported the request and engaged a second independent audit firm to conduct annual agreed-upon procedures to accomplish this additional review. In addition to the audit recommendation, the Advisory Committee also worked with staff to develop a supplemental display to provide a single reference and greater transparency regarding the use of Measure A proceeds. This display was subsequently added to the City’s ACFR starting with the Fiscal Year (FY) 2014-15 report. The Council Audit Committee also supported the recommendations for the additional audit services and the supplemental display.

City of Stockton Printed on 3/15/2024Page 1 of 2
powered by Legistar™
66 File #: 24-0261, Version: 1
On March 23, 2020, the City Council authorized an agreement for Measure A additional audit services with The Pun Group, LLP. These auditing services were to be in addition to the ACFR audit and specific to the Measures A and B Supplemental Display in the ACFR.

Present Situation
The Pun Group applied agreed-upon procedures to the City of Stockton’s Measures A and B revenues and expenditures. The attached report determines that revenues were collected in accordance with Measure A and expenditures were in accordance with Measure B for the year ended June 30, 2023. The agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants.

On March 18, 2024, the Council Audit Committee will meet to receive and review the Measures A and B Report for the Year Ended June 30, 2023.

FINANCIAL SUMMARY
There is no financial impact associated with accepting this item.

Attachment A - Measure A Independent Accountants’ Report on Applying Agreed-Upon Procedures on Measure A and B Transaction and Use Tax
City of Stockton Printed on 3/15/2024Page 2 of 2
powered by Legistar™
67 City of Stockton
Stockton, California
Independent Accountants’ Report on
Applying Agreed-Upon Procedures
on Measure A and B Transaction and Use Tax
For the Year Ended June 30, 2023

ATTACHMENT A
68 200 E. Sandpointe Avenue, Suite 600
Santa Ana, California 92707

INDEPEND
ENT ACCOUNTANTS’ REPORT ON APPLYING AGREED-UPON PROCEDURES

ON MEASURE A AND B TRANSACTION AND USE TAX
To the Honorable Mayor and Members of City Council
of the City of Stockton

Stockton, California
We have performed the procedures enumerated below on th e Measure A and B Schedule of Sources and Uses of the City of Stockton, California (the “City”) for the year ende d June 30, 2023. The City’s management is responsible for the Measure A and B Schedule of Sources and Uses (the “Schedule”).

The City has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating whether Transaction and Use Tax of the C ity were collected in accordance with Measure A and expenditures were spent in accordance with provisions of Measure B for the y ear ended June 30, 2023. This report may not be suitable for any other purpo se. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all u sers of this report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes.

The procedures and associated findings are described as follows:

1. We obtained understanding of the compliance requireme nts of Measure A, B, and the Marshall Plan on Crime.

Findings: No exceptions were noted.

2. We obtained the Measure A and B Schedule of Sources and Uses included in the Annual Comprehensive Financial Report of the City for the fiscal year ended June 30, 2023.

Findings: No exceptions were noted.

3. We obtained reports from the California Department of Tax and Fee Administration (CDTFA) and traced the quarterly cash receipts for the fiscal year ended June 30, 2023.

Findings: No exceptions were noted.

4. We selected 40 expenditure transactions spent in Mars hall Plan on Crime and determine whether they were spent in accordance with approved Marshall Plan uses.

Findings: No exceptions were noted.

ATTACHMENT A
69 To the Honorable Mayor and Members of City Council
of the City of Stockton
Stockton, California

2 We were engaged by the City to perfo rm this agreed-upon procedures engageme nt and conducted our engagement in accordance with attestation standards established by the Ameri can Institute of Certified Public Accountants. We were not engaged to and did not conduct an examination or review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the Measure A and B Schedule of Sources and Uses.

Accordingly, we do not express such an opinion or conclusion. Had we pe rformed additional procedures, other matters might have come to our attention that would have been reported to you.

We are required to be independent of th e City and to meet our ethical respons ibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

This report is intended solely for the information and u se of the City Council and City management and is not intended to be and should not be used by anyone other than these specified parties.

Santa Ana, California
March 13, 2024

ATTACHMENT A
70 City of Stockton
Measure A and B Schedule of Sources and Uses
For the Year Ended June 30, 2023
3 Final Budget Y ear E nd Actual Variance
Revenues
Measure A Transaction and Use Tax 42,080,000 $ 49,703,488$ 7,623,488$ Total Revenues 42,080,000 49,703,488 7,623,488
U ses/E xpenditures
Police
Salary & Benefits
Sworn 24,965,558 22,471,737 2,493,821
Non-Sworn 3,892,835 3,312,145 580,690
V acancy Savings (1,696,203) - (1,696,203)
Other Services 3,496,480 3,379,931 116,549
Materials & Supplies -
Fuel 346,141 414,694 (68,553)
Other Supplies 1,132,271 510,188 622,083
Other Ex penses
Training 595,000 584,222 10,778
Capital outlay 277,254 77,254 200,000
33,009,336 30,750,171 2,259,165
Office of Violence Prev ention
Salary & Benefits
Non-Sworn 926,130 774,769 151,361
Other Services 317,033 285,544 31,489
Fuel 7,750 8,078 (328)
Other Supplies 36,553 27,036 9,517
Office Equipment 3,979 - 3,979
Other Ex penses 20,000 9,638 10,362
1,311,445 1,105,065 206,380
Basic Ad justm ent
Encum brances (included in Final Budget) - 199,163 (199,163) Total M easure B E xpenditures 34,320,781 32,054,399 2,266,382 Crime Prevention (Measure B) ex penditures
as a % of annual Measure A revenues 82% 64%
Other City Serv ices
G eneral Fund Available Fund Balance 7,759,219 17,649,089 (9,889,870) Total Uses/E xpenditures 42,080,000$ 49,703,488$ (7,623,488)$

ATTACHMENT A
71 City of Stockton
Legislation Text
File #: 24-0279, Version: 1

RATIFY APPOINTMENT TO PLANNING COMMISSION

RECOMMENDATION
It is recommended that City Council adopt a resolution ratifying an appointment to the Stockton Planning Commission to fill a vacated term representing Council District 1. The partial term will begin upon appointment and end January 31, 2027.

Summary
Due to the resignation of the District 1 representative on the Planning Commission, there is one vacancy to be filled by Council ratification this evening.

DISCUSSION
Background
Charter Article XXIV requires that each Councilmember nominate a candidate from the district he/she represents to sit on the Planning Commission and the City Council ratifies the appointments. The term of office is four-years and may be reappointed for a second term but may not serve more than two consecutive terms.

Present Situation
Councilmember Padilla has received applications to fill the partial term on the Planning Commission.

Below is the recommendation presented to Council for ratification this evening.

Planning Commission partial term will begin immediately and end January 31, 2027:

District 1: Motecuzoma Sanchez

FINANCIAL SUMMARY
There is no financial impact to the General Fund from the appointment of Planning Commissioners.

Planning Commissioners receive a $25 per meeting stipend and sufficient funding is available in account 048-1810-510 (Community Development).

Attachment A - Redacted Application
City of Stockton Printed on 3/15/2024Page 1 of 1
powered by Legistar™
72 Submit Date: Nov 13, 2023
Email Address
First Name Last Name
Street Address
City State Postal Code
Primary Phone Alternate Phone
Employer Job Title Occupation
Application for appointment and background information for City of Stockton Boards, Commissions, and Committees
Profile
Ethnicity
Gender
If selected "Other," please specify.

Mexican-Anglo
What district do you live in? *
District 3
I declare under penalty of disqualification/termination that I have been a resident at the above address for years/months?
3 Years
The City of Stockton uses email as the preferred method of communication regarding your application. Is this acceptable to you?
Yes No
Motecuzoma Sanchez
Stockton CA
Motecuzoma Sanchez
73 Employer Address
Are you currently serving on a City of Stockton Board, Commission, or Committee?
Yes No
If yes, please list
Strong Communities
Which Boards would you like to apply for?
Planning Commission: Submitted
Question applies to multiple boards
NOTE: This Board requires membership with one of the following groups. If none, please remove board from your application. Are you knowledgeable, have experience in, or extensive background in any of the following areas? Select all that apply. *
Understanding of Ethnic/Gender Diversity
I have been a resident of Stockton for at least 3 years.

Yes No
Question applies to Strong Communities Advisory Committee, Measure W Oversight Committee Do you reside within Stockton’s geographic boundary?
Yes No
Question applies to Strong Communities Advisory Committee, Measure W Oversight Committee Are you an employee of any vendor, contractor or consultant doing business with the City of Stockton?
Yes No
Question applies to Strong Communities Advisory Committee Are you at least 18 years of age?
Yes No
Motecuzoma Sanchez
74 Upload a Resume
Interests & Experiences
Please tell us about yourself and why you want to serve.

I am active in the community and passionate about improving the equality of life and condition of my city. I am currently completing my Master's degree in Public Administration and have experience working on legislation in the state capitol.

Please state the reason you would like to be a member of this board/commission.

I believe I can bring my experience and education to have an impact on this board/commission.

Have you served on an advisory group before?
Yes No
If yes, please explain.

Children's Services Coordinating Commission and Equal Employment Opportunity Advisory Committee for SJ County. Water Advisory Board
How did you hear about the position?
Mayor Lincoln
City Council Policy 100-2 states that Commissioners are required to attend meetings on a regular basis. If appointed, will you be able to attend meetings regularly and devote the time necessary to fulfill your duties as a member?
Yes No
Do you or immediate family members have any relationship (professional, financial, other) that may present a potential conflict of interest for this advisory group?
Yes No
Background Information
Based on your best judgment, does this Commission make decisions that may affect any sources of income, interests in real property, or investments of you or your spouse?
Yes No
Motecuzoma Sanchez
75 Voter Registration (Questions appear if required)
Question applies to multiple boards
I consent to the City of Stockton verifying my voter registration, if required.

Yes No
Submit Application
Enter Your Initials:

MPS
Date Signed
11/13/2023
Motecuzoma Sanchez
76 Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPOINTING ONE MEMBER THE STOCKTON PLANNING

COMMISISON

Positions on the Planning Commission are directly appointed by City Councilmembers with terms that coincide with the appointing Councilmember; and

The District 1 position has been vacated due to the resignation of Rajan Nathaniel on February 13, 2024; and

Councilmember Padilla has reviewed applications and has made a nomination for appointment; now, therefore,

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

1. The following applicant is found to have met the criteria for appointment and is authorized to serve as a member of the Planning Commission for a partial term to commence on appointment and ending January 31, 2027:

District 1: Motecuzoma Sanchez

2. The City Manager is authorized to take such other actions as are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED and ADOPTED March 12, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton

ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
77 City of Stockton
Legislation Text
File #: 24-0162, Version: 1

APPROVE A RESOLUTION SUPPORTING THE APPLICATION OF VISIONARY HOME BUILDERS OF CALIFORNIA, INC. FOR THE LOCAL GOVERNMENT MATCHING GRANTS PROGRAM AND

APPROVING LA PASSEGGIATA BUDGET FOR THE LOCAL GOVERNMENT MATCHING

GRANTS PROGRAM

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

1. Approve a Resolution supporting the Visionary Home Builders of California, Inc. application to the California Department of Housing and Community Development for the Local Government Matching Grants Program funds for the La Passeggiata affordable housing project and approve the project budget and funding sources; and

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

Summary
Visionary Home Builders of California, Inc. (VHB) applied for gap funding through the State of California Department of Housing and Community Development (HCD) Excess Sites Local Government Matching Grants program (LGMG Program). The LGMG Program requires a funding commitment from the City or other local governing bodies to apply for grant funding. The LGMG Program requires an updated resolution from the City Council to reinforce its commitment to proceed with a Standard Agreement for the grant.

DISCUSSION
Background
On January 15, 2019, Governor Newsom signed an Executive Order N-06-19, which allows the production of affordable housing on state-owned excess sites. The Executive Order authorizes the State's Department of General Services (DGS) to identify and prioritize excess sites for sustainable, cost-effective multifamily affordable housing projects.

On July 29, 2020, DGS and HCD selected VHB to develop affordable housing at 601 East Miner Avenue and 622 East Lindsay Street (La Passeggiata project - located in downtown Stockton within the City's Miner Avenue Complete Streets Project), making it the first excess site to be offered for affordable housing development.

City of Stockton Printed on 3/15/2024Page 1 of 2
powered by Legistar™
78 File #: 24-0162, Version: 1
On June 22, 2021, City Council adopted Resolution 2021-06-22-1502 (Attachment A) which authorized the commitment of $600,000 from the City’s HOME Investment Partnerships Program (HOME) Entitlement funds for the construction of La Passeggiata. Additionally, La Passeggiata was granted a $1,393,019 Local Development Impact Fee Waiver on May 23, 2022, from the City of Stockton.

On August 22, 2023, the City Council adopted Resolution 2023-08-22-1209 (Attachment B) supporting the application of Visionary Home Builders for the Local Government Matching Grants Program for a grant of $6,000,000. A short time after, HCD approved the $6 million request for this project.

Present Situation
The La Passeggiata housing project is designed for 94 energy-efficient housing units comprised of one-, two-, and three-bedroom units. The project will be marketed to families and individuals within 30%-50% of the area median income. Resident services, including an onsite daycare, will be available to residents and the public who meet eligibility requirements. The building will also contain solar panels and other energy-efficient designs.

Due to the multiple years of waiting for the cleanup of the site, factors out of VHB’s control have caused a funding gap. Because of the uncertainty of state and federal tax credits, the State of California is working with VHB to fill the gap and is willing to increase the LGMG award from $6 million to $10 million. The added funding is necessary for the project to be eligible for low-income tax credits. The tax credit application deadline is April 23, 2024 and this updated resolution is needed in support of the project’s tax credit application. The increase in LGMG funding and securing of tax credits will ensure that VHB is able to move forward with project development.

The LGMG Program requires a resolution from the City of Stockton pursuant to Health and Safety Code section 50704.82(b)(1)(A) approving the La Passeggiata budget, including all sources, and demonstrating the amount of Local Government Contribution to the Applicant for Predevelopment and Development Costs for La Passeggiata, and the requested amount from the LGMG Program.

The passage of this Resolution will facilitate HCD’s award of LGMG Program grant funds to VHB, necessary to secure funding for the construction of the La Passeggiata affordable housing project.

The project’s estimated development cost is $59,416,737 and includes the following permanent financing sources: HCD MPH program $18,914,643; HCD IIG program grant $2,400,000; City of Stockton HOME loan $600,000; County of San Joaquin grant $1,500,000; Tax Credit Equity $26,002,095; and LGMG grant/loan $10,000,000.

FINANCIAL SUMMARY
This Resolution does not commit additional funds to the project other than what was already committed via City Council Resolution No. 2021-06-22-1502. There is no financial impact to the City's General Fund or any other unrestricted fund as a result of taking the recommended action.

Attachment A - Resolution 2021-06-22-1502
Attachment B - Resolution 2023-08-22-1209
City of Stockton Printed on 3/15/2024Page 2 of 2
powered by Legistar™
79 Resolution No. 2021-06-22-1502

STOCKTON CITY COUNCIL

RESOLUTION APPROVING THE ALLOCATION OF NINE AFFORDABLE HOUSING LOANS
The City of Stockton (City) has received funding from the U.S. Department of Housing and Urban Development (HUD) under the HOME Investment Partnerships Program and the Community Development Block Grant; and
In 2020, the Successor Agency to the former Redevelopment Agency of the City of Stockton (Successor Agency) made payments on outstanding loans to the City's Low­ and Moderate-Income Housing fund (LMIHF) in the amount of $973,370 which now makes these funds available for the City to allocate to affordable housing projects; and On December 28, 2020, the City issued a Notice of Funding Availability (NOFA) to notify interested parties of the availability of approximately $8.39 million of funds for affordable housing projects, and permanent housing for the homeless; and Ten applications were received and nine of the ten evaluated by a selection committee and funding recommendations, listed on Exhibit 1, attached hereto and incorporated herein by this reference, were provided to the City Council on June 22, 2021, for approval; now, therefore,

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

1. The City Council hereby approves the funding recommendations listed on Exhibit 1, and the City Manager is authorized to adjust the source of funds among those projects listed on Exhibit 1.

2. The City Council hereby approves the appropriation of $189,508 in the Neighborhood Stabilization Program (NSP) 1 funds and $109,803 in Neighborhood Stabilization Program 3 funds from fund balance to the corresponding grant program expense accounts.

II
II
II
II
II
II

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

PASSED,APPROVED,andADOPTED __ �J�un�e�2=2�,�20�2�1 __
ATTEST:

KE
Ma tockton

ATTACHMENT A
81 2021 AFFORDABLE HOUSING LOAN PROGRAM ALLOCATION EXHIBIT 1 Project #
of Units
Development
Cost Est.

Cost Per
Unit
Prior City
Funds
Allocated
Funds
Requested
Recommended
City
Funding
Source
Town Center Studios
(Rehabilitation)
40 $6,817,130 $170,428 $129,205 $2,098,830 $700,000 CDBG Sierra Vista Apartments
Phase III (Preservation)
74 $36,341,858 $491,106 $2.6 Million $2,528,958 $793,286 PLHA Sonora Square
(New Construction)
37 $14,618,371 $395,091 $0.00 $2.500,000 $456,714 CDBG
Liberty Square
(New Construction)
31 $13,863,651 $447,215 $2.8 Million $600,000 $600,000 HOME/ CHDO
Shared Permanent
Housing for Homeless
(New Construction)
30 $6,295,338 $209,845 $0.00 $3,595,338 $1 Million HOME Grand View Village
(New Construction)
75 $42,360,235 $564,803 $2.6 Million $2,770,000 $906,714 $973,370
$119,916
PLHA
LMIHF
NSP
The Hunter House
(New Construction)
120 $58,456,580 $487,138 $540,000 $2,000,000 $1,020,605 $179,395
HOME
NSP
La Passeggiata
(New Construction)
94 $42,463,340 $451,738 $0.00 $2,996,720 $600,000 HOME
Fontana Towers
(New Construction)
105 $52,740,097 $502,287 $0.00 $2,500,000 $1,040,541 CDBG 606 $21,589,846 $8,390,541

ATTACHMENT A
82 Resolution of the Governing Body
RESOLUTION NO. 2023-08-22-1209
A RESOLUTION OF THE GOVERNING BODY OF The City of Stockton SUPPORTING THE APPLICATION OF Visionary Home Builciers of CA, Inc. FOR THE LOCAL GOVERNMENT MATCHING GRANTS PROGRAM; APPROVING La Passeggiata

BUDGET FOR THE LOCAL GOVERNMENT MATCHING GRANTS PROGRAM WHEREAS:

A. On January 15, 2019, Governor Gavin Newsom signed Executive Order No.

N-06-19, which allows the production of Affordable housing on state-owned Excess Sites ("Excess Sites"). The Executive Order authorizes the Department of General Services ("DGS") and the Department of Housing and Community Development ("Department") to identify and prioritize Excess Sites for sustainable, cost-effective, and innovative multi-family Affordable housing projects.

B. On 0112912020 DGS and the Department selected VisionaryHomeBuildersofCA. Inc. develop Affordable housing at 622 E Lindsay Street, Stockton, CA 95202 (La Passeggiata) ("selected project") pursuant to Executive Order No. N-06-19. to
C. Chapter 111, Statutes of 2021 (Assembly Bill (AB) 140) makes several statutory changes for the purpose of implementing the housing and homelessness provisions of the Budget Act of 2021, which establishes the Excess Sites Local Government Matching Grants ("LGMG") Program (hereafter, "Program") to be administered by the Department.

D. The Program was allocated up to $30 million to provide funds for Predevelopment and Development Costs to selected projects that receive a financial contribution from a Local Government, as defined pursuant to Health and Safety Code section 50704.80(b ). Funding for the Program is made available pursuant to Health and Safety Code section 50704.81 (a)(2).

E. The Department has issued a Notice of Funding Availability ("NOFA"), dated November 15, 2022, for the Program pursuant to Health and Safety Code section 50704 .83(f).
------',_,__._......_._......'tf·ram.ce.qulr.es-eor.iti:ib.uti0A-fl=f>r-R.JTu.h.1.te�CWLit¥Y-.uoLf u8ilta1Lcas.kiltall□1-----------t1r------ La Passeggiata for Visionary Home Builders of CA, Inc. ("Applicant") to apply for Program funds pursuant to Health and Safety Code section 50704.82. Towards that end, Applicant is submitting an Application for Program funds ("Application") to the Department for review and consideration.

ATTACHMENT B
83 G. The Program requires a resolution from The City of Stockton pursuant to Health and Safety Code section 50704.82(b(1 )(A) approving the La Passeggiata budget, including all sources, and demonstrating the amount of Local Government Contribution to the Applicant for Predevelopment and Development Costs for La Passeggiata , and the requested amount from the Program.

THEREFORE, IT IS RESOLVED THAT:

1. The The City of Stockton supports
Visionary Home Builders of CA, Inc. submitting an Application to the Department to receive Program funds for La Passeggiata to develop Affordable housing on the state-owned Excess Site.

2. The The City of Stockton is authorized to submit the approved La Passeggiata Project Budget ("Attachment 1 ") and Anticipated and Committed Project Sources ("Attachment 2") to the Applicant to include in their Application. Attachment 1 and Attachment 2 demonstrate the requested amount from the Program, Local Loan and Fee waivers that will be allocated to the Applicant, and all other sources for Predevelopment and Development Costs associated with the development of Affordable housing on the state-owned Excess Site.

Attachment 1: La Passeggiata Budget
Attachment 2: Anticipated and Committed Project Sources PASSED AND ADOPTED at a regular meeting of the _ci
_
ty
_
c
_
ou
_
nc
_
i1 _____ of the
City of Stockton held on ____ by the following vote:

Instruction: Fill in all four vote-count fields below. If none, indicate "O" for that field.

AYES: 7
ABSENT: (J ABSTAIN: CJ --

ATTACHMENT B
84 STATE OF CALIFORNIA
City Couno of _sto
_
ck
_
ton
_____ _
I � l i 2-<A b,r2..4 City Council Clerk of the City of Stockton '-------�----- ---- --------'
State of California, hereby certify the above and foregoing to be a full, true and correct copy of a resolution adopted by said CityCouncil on this 2-2.....day of A1A�",,£,\:: , 202�.
[ L� 2-CA
, City Council Cl of
rnia
Note: The attesting officer cannot be the person identified in the Resolution as the authorized signer.

ATTACHMENT B
85 ATTACHMENTS
Attachment 1: Project Budget
Attachment 2: Anticipated and Committed Project Sources

ATTACHMENT B
86 Attachments
Attachment 1: Project Budget (from Program Application)

ATTACHMENT B
87 Development Budget 11/9/2022
v1
Total Project
Costs

LAND COST/ACQUISITION
Land Cost or Value
Demolition
Legal
Land Lease Rent Prepayment
Total Land Cost or Value $0
Existing Improvements Cost or Value
Off-Site Improvements
Total Acquisition Cost $0
Total Land Cost/ Acquisition Cost $0
Predevelopment Interest/Holding Cost $25,000
Assumed, Accrued Interest on Existing Debt
(Rehab/Acq) I
Excess Purchase Price Over Appraisal

REHAB/LITA TION
Site Work I
Structures
General Requirements '
Contractor Overhead
Contractor Profit
Prevailing Wages ,
General Liability Insurance ,
Other: (Specify)
Other: (Specify)
Other: {Specify)
Other: {Specify)
Total Rehabilitation Costs $0
Total Relocation Expenses I

NEW CONSTRUCTION
Site Work
Structures $37,200,000
GAn1::m:il Ror,11i•omoo±5-I $1,860,QQQ
Contractor Overhead $2,604,000
Contractor Profit
Prevailing Wages
General Liability Insurance $372,000
Other: (Specify)·

ATTACHMENT B
88 Other: (Specify)
Other: (Specify)
Other: (Specify)
Total New Construction Costs $42,036,000

ARCHITECTURAL FEES
Design
I
$872,300
Supervision $417,000
Total Architectural Costs $1,289,300
Total Survey & Engineering $25,000

CONSTRUCT/ON INTEREST & FEES
Construction Loan Interest $3,195,359
Origination Fee $409,071
Credit Enhancement/Application Fee
Bond Premium $372,000
Cost of Issuance $219,091
Title & Recording $65,000
Taxes
Insurance $241,000
Other: Lender expenses $45,000
Other: (Specify)
Other: (Specify)
I
Total Construction Interest & Fees $4,546,521

PERMANENT FINANCING
Loan Origination Fee I
Credit Enhancement/Application Fee
Title & Recording
I
$10,000
Taxes
Insurance
Other: (Specify)
I Other: (Specify)
Total Permanent Financing Costs $10,000
Subtotals Forward $47,931,821

LEGAL FEES
Legal Paid by Applicant I $105,000
Other: Borrower Legal - Transaction $80,000
T-taJ-A,ttemey-Gost .. � 1'85--;cY0u

RESERVES
Operating Reserve $159,503
Replacement Reserve '
Transition Reserve
Rent Reserve

ATTACHMENT B
89 Other: Operating Subsidy Reserve $814,011
Other: (Specify)
Other: (Specify)
Total Reserve Costs $973,514

CONTINGENCY COSTS
Construction Hard Cost Contingency $4,240,800
Soft Cost Contingency $461,944
Total Contingency Costs $4,702,744

OTHER PROJECT COSTS
TCAC App/Allocation/Monitoring Fees 1 $67,995
Environmental Audit $50,000
Local Development Impact Fees $1,393,019
Permit Processing Fees $540,000
Capital Fees
Marketing $100,000
Furnishings 1 $50,000
Market Study $15,000
Accounting/Reimbursable $16,000
Appraisal Costs 1 $20,125
Other: Utility Connection Fees $650,000
Other: Predev loan interest and fees $1,234,431
Other: Syndication consulting $75,000
Other: (Specify)
Other: (Specify)
Other: (Specify)
Total Other Costs $4,211,570
SUBTOTAL PROJECT COST $58,004,649

DEVELOPER COSTS
Developer Overhead/Profit $2,200,000
Consultant/Processing Agent
Project Administration '
Broker Fees Paid to a Related Party
Construction Oversight by Developer
I Other: (Specify)
Total Developer Costs $2,200,000
TnT . .111 eeo IEC+ CQS-1=--.-$6�84;64:

End of Document

ATTACHMENT B
90 Attachments
Attachment 2: Anticipated and Committed Project Sources MHP/Committed $18,914,643
IIG/Committed $2,400,000
City of Stockton/Committed $600,000
City of Stockton impact Fee Waiver/Committed $1,393,019 LGMG-Uncommitted $6,000,000
General Partner Equity
Tax Credit Equity $30,896,987
Deferred Developer Fee
Total Sources
$60,204,649

ATTACHMENT B
91 Resolution of the Governing Body
RESOLUTION NO.____________
A RESOLUTION OF THE GOVERNING BODY OF _____________________ SUPPORTING THE APPLICATION OF _____________________ FOR THE LOCAL GOVERNMENT MATCHING GRANTS PROGRAM; APPROVING _______________

BUDGET FOR THE LOCAL GOVERNMENT MATCHING GRANTS PROGRAM WHEREAS:

A. On January 15, 2019, Governor Gavin Newsom signed Executive Order No.

N-06-19, which allows the production of Affordable housing on state-owned Excess Sites (“Excess Sites”). The Executive Order authorizes the Department of General Services (“DGS”) and the Department of Housing and Community Development (“Department”) to identify and prioritize Excess Sites for sustainable, cost-effective, and innovative multi-family Affordable housing projects.

B. On ___________ DGS and the Department selected ___________________ to develop Affordable housing at _______________________________ (“selected project”) pursuant to Executive Order No. N-06-19.

C. Chapter 111, Statutes of 2021 (Assembly Bill (AB) 140) makes several statutory changes for the purpose of implementing the housing and homelessness provisions of the Budget Act of 2021, which establishes the Excess Sites Local Government Matching Grants (“LGMG”) Program (hereafter, “Program”) to be administered by the Department.

D. The Program was allocated up to $30 million to provide funds for Predevelopment and Development Costs to selected projects that receive a financial contribution from a Local Government, as defined pursuant to Health and Safety Code section 50704.80(b). Funding for the Program is made available pursuant to Health and Safety Code section 50704.81(a)(2).

E. The Department has issued a Notice of Funding Availability (“NOFA”), dated May 5, 2022, for the Program pursuant to Health and Safety Code section 50704.83(f).

F. The Program requires contribution from ________________________________ to ____________________ for ____________________________ (“Applicant”) to apply for Program funds pursuant to Health and Safety Code section 50704.82. Towards that end, Applicant is submitting an Application for Program funds (“Application”) to the Department for review and consideration.

The City of Stockton
Visionary Home Builders of CA, Inc.

La Passeggiata
07/29/2020
Visionary Home Builders of CA, Inc.
622 E Lindsay Street, Stockton, CA 95202 (La Passeggiata) The City of Stockton
La Passeggiata
Visionary Home Builders of CA, Inc.
92 __________________________________
G. The Program requires a resolution from _______________________________ pursuant to Health and Safety Code section 50704.82(b(1)(A) approving the ___________________ budget, including all sources, and demonstrating the amount of Local Government Contribution to the Applicant for Predevelopment and Development Costs for ____________________, and the requested amount from the Program.

THEREFORE, IT IS RESOLVED THAT:

1. The ____________________________________________ supports _______________________ submitting an Application to the Department to receive Program funds for ________________________ to develop Affordable housing on the state-owned Excess Site.

2. The ____________________________ is authorized to submit the approved _________________ Project Budget (“Attachment 1”) and Anticipated and Committed Project Sources (“Attachment 2”) to the Applicant to include in their Application. Attachment 1 and Attachment 2 demonstrate the requested amount from the Program, __________________ that will be allocated to the Applicant, and all other sources for Predevelopment and Development Costs associated with the development of Affordable housing on the state-owned Excess Site.

Attachment 1: ________________ Budget
Attachment 2: Anticipated and Committed Project Sources PASSED AND ADOPTED at a regular meeting of the __________________ of the ___________ of ___________ held on ________ by the following vote:

Instruction: Fill in all four vote-count fields below. If none, indicate “0” for that field.

AYES: _____ NOES: _____
AB SENT : _____ ABSTAIN: _____
The City of Stockton
Visionary Home Builders of CA, Inc.

La Passeggiata
The City of Stockton
La Passeggiata
$10,000,000
City Council
City
Stockton
The City of Stockton
La Passeggiata
La Passeggiata
La Passeggiata
City Council
93 _________________________________________

STATE OF CALIFORNIA
_________ of ________________
I, __________________, ________ Clerk of the _________ of ________________, State of California, hereby certify the above and foregoing to be a full, true and correct copy of a resolution adopted by said _________________ on this ___ day of _____________, 20____.
_ , Clerk of the of
_____________________, State of California
By: _____________________________________
Note: The attesting officer cannot be the person identified in the Resolution as the authorized signer.

Stockton
City Council
City
Stockton
City Council
City Council
Stockton
City Council
City
94 ATTACHMENTS
Attachment 1: Project Budget
Attachment 2: Anticipated and Committed Project Sources 95 Attachments
Attachment 1: Project Budget (from Program Application) 96 IV. SOURCES AND USES BUDGET - SECTION 1: SOURCES AND USES BUDGET TOTAL

PROJECT
COST
Land Cost or Value $0
Demolition $0
Legal $0
Land Lease Rent Prepayment $99
Total Land Cost or Value $99
Existing Improvements Value $0
Off-Site Improvements $2,011,369
Total Acquisition Cost $2,011,369
Total Land Cost / Acquisition Cost $2,011,468
Predevelopment Interest/Holding Cost $45,500
Assumed, Accrued Interest on Existing Debt
(Rehabilitation/Acquisition)
$0
Excess Purchase Price Over Appraisal $0

REHABILITATION
Site Work $0
Structures $0
General Requirements $0
Contractor Overhead $0
Contractor Profit $0
Prevailing Wages $0
General Liability Insurance $0
Third-party Construction Management $0
Other: (Specify) $0
Total Rehabilitation Costs $0
Total Relocation Expenses $0

NEW CONSTRUCTION
Site Work $0
Structures $37,200,000
General Requirements $2,976,000
Contractor Overhead $1,116,000
Contractor Profit $1,116,000
Prevailing Wages $0
General Liability Insurance $400,000
Third-party Construction Management $0
Other: (Specify) $0
Total New Construction Costs $42,808,000

ARCHITECTURAL FEES
Design $1,178,020
Supervision $120,000
Total Architectural Costs $1,298,020
Total Survey & Engineering $400,421

CONSTRUCTION INTEREST & FEES
Construction Loan Interest $3,438,157
Origination Fee $375,188
Credit Enhancement/Application Fee $45,000
Bond Premium $400,000
Cost of Issuance $203,918
Title & Recording $65,000
Taxes $0
Insurance $0
Other: (Loan Interest Tail) $386,109
Total Construction Interest & Fees $4,913,372

PERMANENT FINANCING
Loan Origination Fee $0
Credit Enhancement/Application Fee $0
Title & Recording $10,000
97 IV. SOURCES AND USES BUDGET - SECTION 1: SOURCES AND USES BUDGET TOTAL

PROJECT
COST
Taxes $0
Insurance $0
Other: (Closing) $5,000
Total Permanent Financing Costs $15,000
Subtotals Forward $51,491,781

LEGAL FEES AND

THIRD-PARTY CONSULTING FEES
Lender Legal Paid by Applicant $50,000
Financial Consulting,
Application Preparation/Review
$135,000
Entitlement Services, Building Permit Expediting $0
Tenant File Review Services $0
Other: (Bond Counsel) $55,000
Total Legal and Consulting Costs $240,000

RESERVES
Rent Reserves $0
Capitalized Rent Reserves $0
Required Capitalized Replacement Reserve $0
3-Month Operating Reserve $163,696
Other: (Specify) $0
Total Reserve Costs $163,696

CONTINGENCY COSTS
Construction Hard Cost Contingency $2,260,968
Soft Cost Contingency $303,727
Total Contingency Costs $2,564,695

OTHER PROJECT COSTS
CTCAC App/Allocation/Monitoring Fees $69,091
Environmental Audit $54,725
Local Development Impact Fees $0
Permit Processing Fees $1,080,000
Capital Fees $0
Marketing $100,000
Furnishings $150,000
Market Study $15,000
Accounting/Reimbursables $16,000
Appraisal Costs $20,125
Other: (Utility Connection Fees) $650,000
Other: (Prevailing Wage Monitor) $19,675
Insurance During Construction $281,950
Total Other Costs $2,456,566
SUBTOTAL PROJECT COST $56,916,738

DEVELOPER COSTS
Developer Overhead/Profit $2,500,000
Processing Agent Fees $0
Broker Fees Paid to a Related Party $0
Construction Management by Developer $0
Other: (Specify) $0
Total Developer Costs $2,500,000
TOTAL PROJECT COSTS $59,416,738
98 Attachments
Attachment 2: Anticipated and Committed Project Sources MHP/Committed $18,914,643
IIG/Committed $2,400,000
City of Stockton/Committed $600,000
County of San Joaquin - Grant $1,500,000
LGMG-Uncommitted $10,000,000
General Partner Equity
Tax Credit Equity $26,002,095
Deferred Developer Fee
Total Sources
$59,416,738
99 City of Stockton
Legislation Text
File #: 24-0167, Version: 1
AUTHORIZE A FAÇADE IMPROVEMENT FORGIVABLE LOAN FOR $128,838.76 TO 345 E CHANNEL STREET, LLC, FOR THE PROPERTY LOCATED AT 345 EAST CHANNEL STREET

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

1. Authorizing a Façade Improvement Forgivable Loan to 345 E Channel Street, LLC, for the property located at 345 East Channel Street in the amount of $128,838.76; and

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

Summary
The owner of 345 East Channel Street, 345 E Channel Street, LLC, has applied for a Commercial Façade Improvement Forgivable Loan to make exterior improvements to the property (Attachment A - Vicinity Map, Attachment B - Property Photos, Attachment C - Renderings of Proposed Improvements). The total cost of the project is $197,677.52. The financial assistance requested from the City of Stockton is $128,838.76, allocated from the federally funded Community Development Block Grant (CDBG) program. The property owner will contribute $68,838.76 toward the project, meeting the matching funds requirement within the Commercial Façade Improvement Forgivable Loan Program (Façade Improvement Program) guidelines. The proposed project will enhance the appearance of the building and have a positive impact on the surrounding properties.

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

In 1999, City Council authorized revisions to the Commercial Loan Program, which included changes that allowed larger properties to receive additional financial assistance from the Façade Improvement Program. For every 50 linear feet of street-facing building frontage, a property is eligible for a $10,000 base loan. A property owner may qualify for an additional loan if they contribute at least $5,000 (for a maximum of $10,000) in matching funds for each additional loan obtained, for a total of $20,000 in City funding per 50 feet. Additionally, pursuant to section 5.1 of the program guidelines, “The Economic Development Director, or designees, shall have discretionary authority to reduce or City of Stockton Printed on 3/15/2024Page 1 of 3
powered by Legistar™
100
File #: 24-0167, Version: 1
increase funding for a project based upon specific criteria such as remaining funds, impact on surrounding neighborhoods, and financial need.”
Based on the property’s street-facing linear frontage, the building is eligible for five (5) loans, plus matching funds, for a total of $100,000 in City funding with a minimum contribution of $50,000 from the property owner.

The subject property is located within a Low- and Moderate-Income Area and eligible for the Façade Improvement Program. The program eligibility is based on location, matching funds, and a commitment to maintaining the exterior of the building by keeping it free of graffiti and other blighting influences. Beyond these essential eligibility criteria, façade loans are considered at the request and initiative of the applicants and available funding per fiscal year.

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

Present Situation
345 E Channel Street, LLC purchased the commercial property located at 345 East Channel Street in June 2021 after the site had been vacant for 13 years. Since then, the property owner has invested more than $400,000 in interior renovations to utilize the space for a law office. The proposed exterior improvements will include replacing all the windows and painting the entire building for a total project cost of $197,677.52.

After investing a significant amount of private funds in completing the interior renovation of the vacant building, the property owner has requested additional financial assistance to support the completion of the exterior improvements to assist in completing the project to activate the space. Based on the available CDBG funds in the current fiscal year and the proposed projects impact on enhancing the property’s façade, improving the overall appearance of that commercial block in Downtown Stockton, and activating a once vacant building, an additional $28,838.76 has been approved by Economic Development staff to recommend funding for this project.

The property owner will be responsible for the remaining $68,838.76 of the total project cost. Of this amount, $50,000 was their match obligation under the program guidelines, and the additional $18,838.76 is to support the completion of the project. The following table demonstrates the breakdown of funding for this project:

CITY PROPERTY OWNER TOTAL
Base Loan #1 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #2 $10,000 --- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #3 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #4 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #5 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #6 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Additional Funds $8,838.76 $8,838.76 $17,677.52
TOTAL $128,838.76 $68,838.76 $197,677.52
City of Stockton Printed on 3/15/2024Page 2 of 3
powered by Legistar™
101
File #: 24-0167, Version: 1

CITY PROPERTY OWNER TOTAL
Base Loan #1 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #2 $10,000 --- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #3 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #4 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #5 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Base Loan #6 $10,000 -- $10,000
Matching Funds $10,000 $10,000 $20,000
Additional Funds $8,838.76 $8,838.76 $17,677.52
TOTAL $128,838.76 $68,838.76 $197,677.52
City staff will conduct annual inspections to ensure the property is being well maintained and kept free of any graffiti and blight for the duration of the loan. Funds are in the form of a forgivable loan and financed per program guidelines over a six (6) year term at 10% simple interest. As a result of the inspection, the principal and interest payments are forgiven annually and at the end of the term of the loan, the lien will be removed.

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

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

Sufficient funds are available in the Community Development Grant (CDBG) Fund for the $128,838.76 forgivable loan.

Attachment A - Project Vicinity Map
Attachment B - Property Photos
Attachment C - Renderings of Proposed Improvements
City of Stockton Printed on 3/15/2024Page 3 of 3
powered by Legistar™
102

ATTACHMENT A

VICINITY MAP

345 East Channel Street
345 E. Channel St.
103

ATTACHMENT B

PROPERTY PHOTOS

104
A2.0
Exterior Renderings

KEYNOTES

1. NEW "BLACK" ACCENT COLOR
TRIM/BAND; SEE SHT A2.1

2. NEW "WHITE" MAIN BUILDING
COLOR; SEE SHT A2.1

3. NEW ALUM. FRAMED INSUL.

GLAZED STOREFRONT

WINDOWS AT GROUND FLOOR
LEVEL; SEE SHT A2.1

4. NEW VINYL FRAMED INSUL.

GLAZED SINGLE HUNG
WINDOWS AT UPPER LEVEL;
SEE SHT A2.1

5. EXISTING FIRE ESCAPE TO BE
PAINTED BLACK; SEE SHT A2.1

6. EXISTING 6'-0" WROUGHT IRON

FENCING & GATES

7. NEW WINDOWS AT MEZZANINE
LEVEL
VIEW-3 VIEW-4
1 VIEW-1 VIEW-2
22 3
3 44
2165 6
1 3 6
24 15
7 7 7
Project
Jurisdiction
Project For
Sheet Contents
CHECKED BY: GRA
SHEET:

PROJECT NO.:

SCALE: AS NOTED
DRAWN BY: JP

DRAWING STATUS DATE
BUILDING PERMIT NO.:

ISSUED
N/A
G R A
Phone: (209) 462-8410
Stockton, CA 95202
343 E. Main St., Suite 701
Associates, Inc.

Architects &
Email: [email protected]
Architecture Consulting

CORT TOWER
345 E. Channel Street, LLC
Exterior Facade Improvements
SHS-22207148
03-10-23
345 E. Channel St.

Stockton, CA 95202
Phone: (209) 986-9517
Shafeeq Sadiq, Owner
City of Stockton
345 N. El Dorado St.

Community Development Dept.

Stockton, CA 95202
Phone: (209) 937-8561
RE-ISSUED 06-29-23
$77$&+0(17&
105
A2.1
Color Board
Project
Jurisdiction
Project For
Sheet Contents
CHECKED BY: GRA
SHEET:

PROJECT NO.:

SCALE: AS NOTED
DRAWN BY: JP

DRAWING STATUS DATE
BUILDING PERMIT NO.:

RE-ISSUED
N/A
G R A
Phone: (209) 462-8410
Stockton, CA 95202
343 E. Main St., Suite 701
Associates, Inc.

Architects &
Email: [email protected]
Architecture Consulting

CORT TOWER
345 E. Channel Street, LLC
Exterior Facade Improvements
SHS-22207148
03-10-23
345 E. Channel St.

Stockton, CA 95202
Phone: (209) 986-9517
Shafeeq Sadiq, Owner
City of Stockton
345 N. El Dorado St.

Community Development Dept.

Stockton, CA 95202
Phone: (209) 937-8561

BUILDING COLOR
MAIN

ACCENT COLOR

BUILDING

FRAME COLOR

WINDOWS

SINGLE-HUNG

ALUMINUM STOREFRONT FRAME COLOR

SINGLE-HUNG WINDOWS AT UPPER LEVELSTOREFRONT WINDOWS AT GROUND LEVEL $77$&+0(17&
106
Resolution No.

STOCKTON CITY COUNCIL

AUTHORIZE A FAÇADE IMPROVEMENT FORGIVABLE LOAN F O R $128,838.76 TO 345 E CHANNEL STREET, LLC, FOR THE PROPERTY LOCATED AT 345 EAST CHANNEL STREET, APN 139-130-18

In 1988, the City Council adopted the Community Development Block Grant Commercial Loan Program which helped provide funds to improve the downtown area and to provide a local incentive for the Enterprise Zone application process; and

In 1999, the City Council authorized revisions to the Commercial Loan Program, which included changes to the Façade Improvement Program and allowed larger properties the ability to receive additional financial assistance in improving their façade; and

On December 16, 2003, the City Council approved revisions to the Façade Improvement Forgivable Loan Program authorizing additional areas outside of Downtown Stockton in need of financial assistance; and

In July 2007, the Commercial Façade Improvement Forgivable Loan Program was further revised by the City Council to expand the program boundary beyond the downtown core and increase funding available to commercial property owners; and

345 E Channel Street, LLC, has applied for a Commercial Façade Improvement Forgivable Loan and requested additional funding for a total amount of $128,838.76 to make façade improvements to the commercial property located at 345 East Channel Street; and

It is anticipated that this project will improve the appearance of the building, have a positive impact on surrounding properties, and activate a previously vacant building; and

The project encourages and complements the investment of private sector funds in a Low- and Moderate-Income Area; now, therefore,

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

1. The City Manager is hereby authorized and directed to execute a Façade Improvement Forgivable Loan Agreement between the City of Stockton and 345 E Channel Street, LLC, in the amount of $128,838.76, for the commercial property located at 345 East Channel Street, Stockton, California, to be evidenced by a Promissory Note and secured by a Deed of Trust on said property.
107

2. This project is categorically excluded under the National Environmental Policy Act (NEPA) and has been determined to be categorically excluded under Title 24 of the Code of Federal Regulations – Housing and Urban Development, Section 58.35 (a)(iii).

City staff determined that the proposed improvements will not have an adverse effect on historic properties. The California State Historic Preservation Office has concurred with this determination pursuant to 36 Code of Federal Regulations, Part 800 (§106).

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

PASSED, APPROVED, and ADOPTED March 19, 2024 .

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

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
108
City of Stockton
Legislation Text
File #: 24-0176, Version: 1

APPROVE FINDINGS AND ADOPT A RESOLUTION TO AUTHORIZE A CONTRACT WITH

THIRKETTLE CORPORATION, DBA AQUA METRIC SALES COMPANY, FOR INSTALLATION OF

WATER METERS, AUTOMATED METER READING EQUIPMENT, AND SOFTWARE

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

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

2. Authorize a six-year contract with Thirkettle Corporation, dba Aqua Metric Sales Company, of Sacramento, California, for the Water Meters, Meter Reading Equipment, and Software Project (Project UH22001) for a total amount not-to-exceed $17,220,369.72 (Exhibit 1 to the Resolution).

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
The City maintains over 50,000 water meters throughout its water service area in north and south Stockton. These meters record the amount of water consumed by residential and business customers. Currently, water consumption data is collected monthly on a manual basis by Municipal Utilities Department (MUD) staff from each individual meter. The water meter usage data is used to calculate customer water bills, which is one of the main sources of Water Utility revenue. To improve operational efficiencies, eliminate manual water meter reading and provide water customers with updated water meter equipment, MUD plans to implement a program to replace the existing conventional water meters with an automated meter reading system throughout the service area.

Automated metering technology is used widely by water utilities in the U.S. to successfully collect water consumption data to benefit both water utilities and customers.

On March 1, 2023, the City advertised a Request for Proposals for Water Meters, Meter Reading Equipment, and Software Project (Project UH22001). On April 13, 2023, four (4) firms submitted proposals for this project. The staff selection committee evaluated the proposals and selected Aqua Metric Sales Company of Sacramento, California as the most qualified and highest ranked firm. This project was presented to the Water Advisory Group (WAG) on October 4, 2023, and the Council Water Committee (CWC) on November 9, 2023. Both the WAG and CWC recommended this contract be moved to the City Council for review and approval.

City of Stockton Printed on 3/15/2024Page 1 of 4
powered by Legistar™
109
File #: 24-0176, Version: 1
In addition, to better inform water customers of the program, MUD will conduct a comprehensive public outreach program to inform water customers in the service area about the benefits of the new metering system, the program timing & installation schedule, and how to use available tools to review consumption patterns to help improve household water conservation efforts.

Staff recommends that the City Council adopt a resolution to approve findings pursuant to an exception to the competitive bidding process and authorize the City Manager to execute a six-year contract with Aqua Metric Sales Company of Sacramento, California, in the amount not to exceed $17,220,369.72 to upgrade the existing manual water meter and data collection system to a fully automated system throughout the water service area.

DISCUSSION
Background
Automated metering technology has been successfully used by many water utilities throughout the U.S. to automatically read customer water consumption data. The current manual meter reading process and system in the City is obsolete, lacks accuracy, and is labor intensive, requiring MUD water system operators to read approximately 50,000 water meters monthly to collect water consumption data across the service area.

New automated meters will collect data and upload this information to a cloud-based platform using a dedicated radio frequency (RF). The RF and the broadcast range to reach the City’s new automated metering technology will be accomplished by installing four radio antennas located at MUD water storage reservoir sites and the water field office. The cloud-based platform will provide data transfer to the current HTE billing system and future Tyler Munis billing system when implemented by the City.

To verify that the new system is accurate, testing will be performed as new equipment is installed. As the program installation moves forward, the MUD water system operators assigned to meter reading will be retrained and assigned to other water distribution programs.

In addition, to better inform water customers of the program, MUD will conduct a comprehensive public outreach program to inform water customers in the service area about the benefits of the new metering system, the program timing & meter installation schedule, and how to use available tools to review consumption patterns to help improve water conservation efforts. The new automated water meter system will also be able to provide remote diagnostic capabilities that will directly benefit customers by quickly detecting household leaks, water line breaks, and other system problems.

Present Situation
A request for Proposals for Water Meters, Meter Reading Equipment, and Software (Project UH22001) was publicly advertised on March 1, 2023, in The Record and on the City’s Bid Flash webpage. On April 13, 2023, the City received four proposals from the following companies:

1. Ferguson Enterprises, LLC dba Ferguson Waterworks of Stockton, California

2. Mueller LLC of Atlanta, Georgia

3. Thirkettle Corporation, dba Aqua Metric Sales Company, Sacramento, California

4. Zenner USA, Inc. of Addison, Texas
City of Stockton Printed on 3/15/2024Page 2 of 4
powered by Legistar™
110
File #: 24-0176, Version: 1
Staff evaluated all proposals based on firm experience, qualifications, project work plan, organizational structure, and cost. Aqua Metric Sales Company was selected as the most qualified firm for the project.

Staff recommends approving a six-year contract with Aqua Metric Sales Company of Sacramento, California, for the not-to-exceed amount of $17,220,369.72. A six-year contract was determined to be the optimum period to complete the installation of the new automated system throughout the entire service area.

Findings
Pursuant to Stockton Municipal Code (SMC) section 3.68.070, the Council may approve findings which support and justify an exception to the competitive bidding process. The following findings support such an exception:

1. A strict cost-competitive basis for the selection of an automated water metering firm may lower the quality and thoroughness of the services provided.

2. Use of the RFP process is appropriate for this agreement because it relies on the evaluation of professional qualifications and performance as the basis for the selection of a vendor, which is a typical practice for this type of work.

3. Considering the size, complexity, and schedule requirements of the project, the City does not have sufficient staff resources to monitor and ensure compliance of the project in a cost- effective and timely manner.

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

This project was presented to the Water Advisory Group (WAG) on October 4, 2023, and the Council Water Committee (CWC) on November 9, 2023. Both the WAG and CWC recommended this contract be moved to the City Council for review and approval.

Staff recommends the City Council approve the findings and adopt a resolution authorizing the City Manager to execute a six-year contract in the amount not to exceed $17,220,369.72 with Aqua Metric Sales Company to upgrade the City’s existing manual metering and data collection system to a fully automated water meter system.

LOCAL EMPLOYMENT ORDINANCE
The contract amount for this project is over $100,000 and is therefore subject to the Local Employment Ordinance. The ordinance requires all City contracts for public works or improvements to make a good faith effort to hire no less than 50 percent of the contractor’s total construction workforce, including any subcontractor workforce, measured in labor work hours, is comprised of Stockton residents.

City of Stockton Printed on 3/15/2024Page 3 of 4
powered by Legistar™
111
File #: 24-0176, Version: 1

COMMUNITY WORKFORCE AND TRAINING AGREEMENT
On July 26, 2016, the City Council adopted a Community Workforce and Training Agreement (CWTA). The CWTA became effective on August 25, 2016, and applies to all Public Works projects over $1,000,000 that are bid after the effective date. CWTA requirements include, among other conditions, preconstruction conferences for coordination, recognition of union(s) as the sole bargaining representative, requirements for contractors and employers to use union referral systems, and apprentice programs to develop adequate numbers of competent workers, including that 50 percent of apprentices employed on the project are from Stockton or San Joaquin County.

This project is subject to the requirements of the CWTA.

FINANCIAL SUMMARY
The FY 2023-24 Annual Budget includes sufficient budget in the Advanced Metering Infrastructure (Project UH22001). Costs for the subsequent years will be budgeted in the same account subject to City Council approval during the annual budget development process. The new automated water meter reading equipment and software will be compatible with and be able to import data to both the City’s HTE and future Tyler Munis billing system.

There is no impact to the General Fund, or any other unrestricted fund, from this action.

City of Stockton Printed on 3/15/2024Page 4 of 4
powered by Legistar™
112
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING FINDINGS AND A WARDING A CONTRACT TO

THIRKETTLE CORPORATION DBA AQUA METRIC SALES COMPANY FOR

INSTALLATION OF WATER METERS, METER READING EQUIPMENT , AND

SOFTWARE

The Municipal Utilities Department (MUD) maintains manual -read water meters throughout its water service area in north and south Stockton; and

This manual meter reading process and system is obsolete, lacks accuracy and is labor intensive, requiring MUD water system operators to read approximately 50,000 water meters monthly to collect water consumption data across the service area; and

The MUD plans to implement a program to replace the existing manual meter reading system with automated advanced metering infrastructure equipment and software; and

A request for Proposals for Water Meter s, Meter Reading Equipment , and Software (Project UH22001) was publicly advertised on March 1, 2023, in The Record and on the City’s Bid Flash webpage; and

Staff evaluated all proposals based on each firm’s experience, qualifications, project work plan, organizational structure, and cost; and

Thirkettle Corporation dba Aqua Metric Sales Company of Sacramento, California was found to be most qualified; and

Staff recommends authorizing a six -year contract with Aqua Metrics Sales Company; now, therefore,

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

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

a. A strict cost -competitive basis for the selection of an automated water metering firm may lower the quality and thoroughness of the services provided.

b. Use of the RFP process is appropriate for this agreement because it relies on the evaluation of professional qualifications and performance as the basis for the selection of a vendor, which is a typical practice for this type of work.

113
c. Considering the size, complexity, and schedule requirements of the project, the City does not have sufficient staff resources to monitor and ensure compliance of the project in a cost-effective and timely manner.

d. The City negotiated the contract follo wing the solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

2. The City Council authorizes the City Manager to execute a six-year contract for the purchase of water meters, meter reading equipment and software with Aqua Metric Sales Company of Sacramento, California for a total not-to-exceed amount of $17,220,369.72, a copy of which is attached as Exhibit 1 and incorporated by this reference.

3. The City Manager or designee is hereby authorized and directed to execute all documents, including, but not limited to, agreements and amendments.

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

PASSED, APPROVED, and ADOPTED March 19, 2024 .

KEVIN J. LINCOLN II
Mayor of the City of Stockton

ATTEST:

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
114
1 (Rev. 3.22.22)

CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”) to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on:
_____________________________________________________________________________

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $ ____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

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

CITY OF STOCKTON
___________________________________________________________________________ Harry Black, City Manager Date
ATTEST:
____________________________________________________________________________ Eliza R. Garza CMC, City Clerk
APPROVED AS TO FORM:

Lori M. Asuncion, Acting City Attorney
BY:

Agreement Number:

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms & Conditions
(d) Exhibit D –
(e) Exhibit E – Compensation Schedule
December 14, 2023
EXHIBIT 1
115

EXHIBIT A
Water Meters, Meter Reading Equipment, and Software Scope of Services

1. Project Objective
The purpose of this contract is to provide water meters, associated parts, new reading/transmission equipment, and new meter software systems for the area serviced only by the City of Stockton MUD.

2. Project Scope
This contract establishes an agreement to purchase and provide the installation of meters, reading equipment, software, technical support, and data transmission including receiving systems. The City is replacing the existing manual meter reading system(s) with automated AMI equipment and software. The City is transitioning to a fully scalable AMI system with this contract.

The contract covers a 6-year period or until all work is completed. Year 1 will begin in 2024.

The City can be generally divided into three distinct water service areas:
• North Stockton: Served by the City’s Municipal Utilities Department (MUD). • Central Stockton: Served by the California Water Service (Cal Water). • South Stockton: Served by the City of Stockton MUD.

The City’s meter reading staff consists of Water System Operators (WSO) and Water System Technicians (WST). Currently, the meter reading is divided into 103 read routes with multiple billing cycles generating bills throughout each month. The City currently has approximately 50,620 conventional water meters with sizes ranging from 5/8” to 12” as listed in Table 1 below.

Approximately 4,830 meters are manually read with the remainder being a touch read system.

Approximately 25,000 meters are greater than 15 years old and are at the end of their useful life.

This includes all manually read meters and some touch read meters. Contractor shall replace the complete meter unit on these older meters. Newer meters that are in good condition can have an AMI endpoint/adapter installed instead of replacing the entire meter.

Table 1: Existing Meter Sizes
Meter
Size
Residential Industrial
Commercial
&
Institutional
Irrigation
5/8" 1730 0 13 15
3/4" 24650 0 217 72
1" 21260 0 259 159
1½" 258 0 241 169
2" 252 0 643 459
3" 12 0 70 29
4" 8 0 49 19
6" 5 0 18 3
8" 0 0 6 0
10" 0 0 2 0
12" 0 0 2 0
EXHIBIT 1
116
Totals 48175 0 1520 925
Total Number of Connections* 50,620
The consumption data is entered/transmitted into a handheld unit. The department has eight handheld units, the handheld unit uploads to a desktop computer which generates a .txt file (Flat File) which is then transferred to the City’s HTE billing system. The City has plans to move the utility billing to Tyler-Munis Software within the 6-year duration of the resulting contract.

Meters, with a few exceptions, are installed in concrete meter boxes which have concrete lids with touch read pads or cast iron read window. The meters are installed in -line with standard meter connections with no meter yolk. The current system consists of a mixture of meter brands as listed in Table 2 below. All existing meter counts included in this RFP are approximate and are subject to change.

Table 2 Existing Meter Manufacturers

Manufacturer Meters in the system
HERSEY 8
INVENSYS 197
NEPTUNE 1987
OMNI METER 58
ROCKWELL 1191
SENSUS 35985
TURBO 3
UNKNOWN 10116
ZENNER 1075

The City has three reservoir sites and two other facility locations that are suitable to place antennas and other Advanced Metering Infrastructure (AMI) communication equipment. The addresses and elevations of these structures are shown in Table 3 below.

TABLE 3: COMMUNICATION SITES
Name Address Approx Bldg. Height Antenna Height
Weston Ranch
Reservoir
738 French Camp Road 28 ft 120 ft
14 Mile Reservoir 5656 Feather River Dr 28 ft No Antenna Tower
NW Reservoir 10004 Trinity Parkway 28 ft 90 ft
WFO 7400 N West Lane 23 ft 108 ft

3. Deliverables
The Contractor shall replace manual read meters, older touch read meters, meter reading equipment/hardware, meter reading software, and include data transfer services from the meters to HTE or the Tyler Munis system. Contractor shall perform all meter installations. Contractor shall notify the customer immediately prior to water shut off and install.

EXHIBIT 1
117
The contractor will schedule and participate in approximately 1 hour project meetings as listed below.

1. Biweekly for the first 6 months.

2. Monthly for the remainder of the contract.

Work execution – City responsibilities:

1. Forklift will be provided at the Delta Water Treatment Plant (DWTP).

2. City will isolate large services as needed and requested at least 48 hours in advance by the contractor.

3. Dirt, debris, pipe, concrete disposal and any other project waste.

4. System read routes and other similar information as needed.

5. Water system expertise/advice as needed.

Work execution – Contractor responsibilities:

1. Light traffic control devices (i.e. safety cones) for meter exchanges. Any additional traffic control requirements, such as those required by California Department of Transportation (Caltrans) or similar entities, shall be invoiced on occurrence at cost plus 15%.

2. Replacement/repair of any service line breaks that occur during installation and in accordance with Contractor’s standard warranty terms and conditions.

3. Ensuring endpoint will fit in meter box.

4. Supplying water meters, SmartPoints, labor, vehicles and fuel, industry standard tools and equipment, washer, bolt kits, and gaskets. All other materials and/or labor not included within the contracted budget shall be quoted to the City as necessary, on occurrence, and subject to the Parties’ approved change order.

5. All project management and contractor QA/QC.

6. All regulation compliance.

AMI system shall meet the following minimum objectives:

1. Facilitate most effective reading process possible utilizing AMI.

2. Contract price controls on water meter purchases.

3. Maximize existing investments in meter reading technology.

4. Support water conservation monitoring and enforcement.

5. Transfer of accurate meter readings to billing software.

4. Tasks That Support the Deliverables
System Requirements
The system must be turn-key with the capability to integrate with the City’s current billing software HTE and Tyler Munis billing system.

A. Meter Functionality

1. All meters shall be potable cold -water meters conforming to American Water Works Association, (AWWA), standards for water meter accuracy. Registers may be mechanical dial/odometer type and/or digital read.

2. Meters shall be guaranteed to be free from defects in materials and workmanship for a full 10 years from the date of installation with any additional warranty period clearly identified.

The Contractor shall provide a minimum 10 -year Guarantee of AWWA New M eter Accuracy.

3. All residential water meters shall be magnetic -driven, positive displacement type measuring chamber that conforms to the provisions in standard specification C700 (latest EXHIBIT 1
118
revision), “Cold- Water Meters – Displacement Type” of the American Water Works Association (AWWA) Standards.

4. All residential water meters shall be certified as “lead free” as defined by NSF/ANSI 61, Annex G and Annex F and shall be produced from an ISO 9001 manufacturing facility.

Manufacturer shall provide a copy of a letter from the NSF -on-NSF letterhead documenting compliance with NSF / ANSI 61, Annex G and Annex F test methodology.

5. Meters shall conform to the size, length, capacity, and be accompanied by a factory test tag certifying the accuracy at “Flows” that are required as stated in the standard C700, “Cold- Water Meters – Displacement type” latest version of the AWWA standards.

6. The meter main case shall be brass or bronze. It shall be cast from NSF/ANSI 61, Annex G and Annex F certified lead-free alloy. The serial number shall be stamped on the main case with cast raised markings indicating size, model, direction of flow, and NSF 61 certification. All main case bolts shall be constructed of 300 series non-magnetic stainless steel for corrosion resistance. The main case shall be guaranteed free from manufacturing defects in workmanship and material for the life of the meter.

B. Registers

1. The meter register shall be an absolute solid-state encoder with a water-resistant sealed glass lens and polymer lid. Meter register shall be direct mounted to the meter secured with a tamper-proof seal pin allowing field installation and replacement without removing meter from service. The register shall provide high resolution digital/LCD and/or dial/odometer display transmitted through a fully integrated radio transmitter endpoint. It is desirable to have the register display a visual leak detection indi cator and calculated flow rate information to assist with in the field customer service. The register shall be warranted against manufacturing or design defects for a period of ten years from the date of shipment.

2. Meter register ID shall be 8 digits to be compatible with current HTE Billing Software.

3. The register shall store at least 45 days of consumption points in 60 seconds to 1 -hour intervals. If register does not store consumption points, explain an alternative that is similar.

4. Endpoints - The end-point technology shall measure the possibility of downstream leaks by using consumption thresholds. It shall also set alerts for backflow/cross connection, high consumption, and very low/zero consumption.

C. Meter communication, reading equipment, and software.

1. Communication
a. The contractor will use radio frequency (RF) technology for data transmission. b. Communication systems must be reliable, cost effective, accurate, and not interfere with any of the City’s existing communication systems.

2. Reading Equipment
a. The meter reading equipment shall be capable of accurately recording and transmitting meter data.
b. The meter reading equipment shall read all types of meters currently placed in service or a suitable modification or replacement made.

3. Software
EXHIBIT 1
119
a. The system shall be compatible with Windows 10 and upgradable to future versions of Windows operating systems.
b. The system shall support migration of 12 months of historical meter data for the purpose of analyzing usage patterns.
c. The City desires that the system functions, reports, and data on the control computer be securely accessible remotely by properly authorized persons. d. Software shall be capable of Importing and Exporting Data to HTE Billing Software and be migratable to Tyler-Munis Software at a future date. Turnkey delivery means meter software and billing software are linked. Contractor shall be fully responsible for the integration of their AMI system with the City’s current billing system. The contractor shall work with the City to ensure the integration is successful at least 30 days prior the first billing cycle. AMI software shall be warranted for a minimum of 12 months.

Procedures for product warranty returns shall be clearly outlined so that there is a clean process for any type of product that will be warranted and sent back to the City.

4. Miscellaneous Requirements
a. Existing meters shall be photographed or recorded with its consumption displayed prior to removal. Photographs and a spreadsheet detailing the address, consumption level, serial number of the meter, and new serial number shall be reported on a periodic basis throughout the installation phase by the Contractor. Old meters that are removed must be recycled, if Contractor chooses to retain the old meters, the proposal shall include a specific cost adjustment to the City.
b. Purchased meters may be delivered to the DWTP located at 11373 N. Lower Sacramento Rd, Lodi, CA 95242. DWTP will be used for staging and storage. This site can also be used for vehicle parking. The City is not responsible for any stolen materials/equipment and not responsible for any damage to the contractor’s materials or equipment. The contractor is also responsible for storage containers and office space.
c. Contractor shall coordinate meter replacement with City WFO staff. All installation technicians must be clearly identifiable with name badges and must be professional in appearance.

5. Detailed Work Plan and Approach
A. Aqua-Metric’s optimal business solutions provide comprehensive turn-key offerings to our customers, encompassing system planning and design, network deployment, meter installations, and life-cycle support. We endeavor to give each customer peace of mind knowing they are receiving the very best technology, which is implemented and supported locally by our team of committed and highly knowledgeable professionals.

B. Aqua-Metric practices a standard operational philosophy and approach from project commencement through completion and acceptance, combining the benefits of best practices and local management. Leading into the City’s project, Aqua-Metric will host a series of Planning and Solution Design workshops allowing us to gain a better understanding of the Utility’s current business processes and identify any immediate needs. Once we understand the network requirements, our project team will work closely with the City to establish a project plan, deliverables, communication plans, and project EXHIBIT 1
120
acceptance. During this time, we will devise a deployment timeline conducive to product acquisition, network implementation and integrations, and meter exchange.

C. Aqua-Metric’s in-house technology team will be responsible for managing installation, integration, and commissioning of the City’s FlexNet system. Our technology department is proficient in all aspects of FlexNet AMI system deployment with particular emphasis on integration with the City’s existing and future CIS software.

D. Our team will work closely with City of Stockton and their CIS to facilitate the successful integration of the billing software with FlexNet and Sensus Analytics. Concurrent with network implementation, our meter services division will perform water meter installation services utilizing their work-order management software.

E. Aqua-Metric’s technology team will provide instructor-led and one-on-one field training needed for optimal system operation. Throughout the initial project start-up, our technology team will deliver on-site training courses for key utility personnel. Each training session will be relevant to the audience and will include necessary product documentation and handouts. As part of our annual support agreement, Aqua-Metric will provide additional training to the City upon request.

F. From ongoing training to lifecycle maintenance and support troubleshooting, the City of Stockton will inevitably encounter obstacles to overcome in the future. Aqua-Metric is committed to assisting the City overcome these hurdles to ensure the continued operational health of the network through the life of the system. Our annual support offering was established to provide customers with comprehensive onsite and remote support to ensure that they will receive the best service, hardware, and software support – including firmware updates – for Sensus AMI products. Under our annual support contract, Aqua-Metric will provide same day remote support or third day onsite support when necessary and allowed.

6. Approach to Existing Metering Product

A. Aqua-Metric understands the City of Stockton’s desires to incorporate their existing product investments and utilize available metering components as a part of their pending AMI solution. The Sensus FlexNet AMI solution supports a broad range of industry- leading water meter solutions from Sensus, Badger, Neptune, Elster, and more. Based on this interoperability, the proposed FlexNet AMI solution can maximize the Utility’s metering investments and keep a majority of their installed metering products in place; this includes the City’s existing Sensus, OMNI, and Neptune water meters, assuming a Sensus-protocol touch coupler connection is in place.

B. Aqua-Metric’s cost proposal reflects this approach be providing a mixture of meter replacements and retrofit services. A complete breakdown and understanding of our installation approach is reflected within the enclosed cost proposal document; however, this includes keeping all Sensus, OMNI, and Neptune metering products in place by adding a FlexNet 520M SmartPoint and replacing all other metering types. This will account for substantial overall cost savings for the Utility.

7. Small Water Meter Installation Standard Operating Procedures:

EXHIBIT 1
121

1. Exit vehicle wearing ALL required PPE (safety glasses, high visibility shirt, protective gloves, steel toe boots).

2. Place cones adjacent to rear bumper approximately 5’ from vehicle and even with driver side mirror.

3. Locate Meter Box and lift lid, checking for hazards, snakes, rodents, sharp protrusions.

4. Validate Location by verifying Old Meter Serial Number and Address matches work order data.
a. If Location is correct, proceed to Step 5.
b. If Location is NOT CORRECT and there is mismatched serial numbers, follow appropriate steps for RTC and RTU Review Codes.
• RTC – Return to Concord – Escalate to a manager to resolve issue. • RTU Review – Return to Utility (utility to address an issue prior to performing the installation, e.g., damaged, existing leak, broken stop, cannot locate, etc.)

5. Validate work order Exchange Type: Meter Exchange, Register Retrofit, Radio Only, etc.

6. Exchange Meter or Retrofit Register
IMPORTANT: Do not attempt to install more than one work order at a time, including scenarios where there is more than one meter in a pit, vault, or bank of meters. a. Customer pre-notification: no customer notification required if Register Retrofit, Endpoint Only, or other work that does not require turning water service off. b. If Meter Exchange, notify customer of the work to be performed. If customer is not available, check the meter register for consumption.
• If no consumption at meter, proceed with meter exchange. • If register shows consumption, DO NOT proceed with the installation (Attempt 1). o Attempt 2- Install later that same day.
o Attempt 3 - Install the following day.
c. Take Pre-Site picture of work area 4 to 6 feet in front of meter box showing surrounding area in ‘As Found’ condition.
d. Take photo of pit condition (Dirt Level and valve position) e. Remove dirt and debris from around the meter and meter connections, place in a spoils bucket.
f. Use water meter key to turn the curb stop/angle stop to the off position. g. Remove Old Meter.
h. Install New Meter and gaskets.
i. Verify direction of flow (embossed arrow points towards the customer side) i. Flush Line –
i. Before restoring water service, open the hose bib where the water main enters house.
ii. Turn water on SLOWLY, at the angle/curb stop valve. Run water through the hose bib, until all air has been evacuated from the service line (approximately 60 seconds). IMPORTANT: If water was OFF when you arrived- DO NOT TURN BACK ON, DO NOT FLUSH LINE, there may be an open line or plumbing repair in house.
iii. Once line is flushed, close customer hose bib.
j. If meter is still spinning (registering consumption) and there are no visible leaks, confirm with customer that water is being used. If customer is not available turn service OFF at meter, notify project manager and document in the work order management system, “Water left off”.

7. Install Endpoint:
a. Install endpoint into AMI ready lid, ensuring the endpoint is secure to mounting surface in lid.
b. Connect endpoint to meter register.

EXHIBIT 1
122
c. Activate/Program endpoint if required.

8. Collect Work Order Data following the managed workflow on mobile device. a. Input last read.
b. Validate old meter number by entering last 4 digits serial number. c. Input new meter serial numbers (bar code scan)
d. Input new register serial numbers (bar code scan)
e. Input new endpoint serial numbers (bar code scan)
f. Validate meter size and type.

9. Photos: IMPORTANT: For QA uniformity, handhelds must always be in the upright (portrait) position when taking photos.
a. Photo 1: Pre-Site picture of work area 4 to 6 feet in front of meter box showing surrounding area ‘As Found’ conditions.
b. Photo 2: Pit condition (Dirt Level and Valve Position) c. Photo 3: Photo of customer line being bled at hose bib. d. Photo 4: New Meter Serial Number
e. Photo 5: New Transmitter Serial number.
f. Photo 6: Photo of Old Register Read
g. Photo 7: Photo of Old Meter Serial Number
h. Photo 8: Completed Installation: Capture Ball Valve and Angle stop in the correct position.
i. Photo 9: ‘As Left’ Site condition:

10. Review all collected data in handheld.

11. Save Data.

12. Clean Site and Meter Pit of all materials, trash, debris, and excess spoils.

13. Install pit lid ensuring the lid is installed properly and completely flush (Watch all wire connections when closing the lid).

14. Move to next Work Order.

8. Network Implementation Overview

Aqua-Metric provides ongoing collaborative partnership and support to its clients throughout the lifecycle of their project. The Project Management team is responsible for managing installation, commissioning, and the Utility’s acceptance of the AMI system. Upon acceptance, the project team transitions support to Sensus and Aqua-Metric Technical Services. Aqua-Metric has developed a technology team dedicated to providing project management and technical support after the implementation of the project.

The Aqua-Metric in-house technology department prides itself on being very knowledgeable in all aspects of AMI system setup, implementation, configuration, and support. We are not only familiar with the Sensus FlexNet System itself, but also its integration into third-party software.

The Aqua-Metric team will work alongside Sensus personnel to perform a complete system setup and software implementation. Aqua-Metric has carried out and maintained over one- hundred AMI systems; additionally, Sensus has participated in over 1,200 network deployments.

Aqua- Metric is committed to supporting the Utility in the implementation, maintenance, and operation of their AMI System. This includes providing all support to Aqua-Metric’s direct involvement with the project.

A. Aqua-Metric Project Management Services
• Pre-deployment planning and customer review meetings
• Project schedule development
EXHIBIT 1
123
• Project coordination, facilitating equipment, order placement, and fulfillment • Testing of the data transfer to the customer billing system • Training sessions for installers and AMI system operators • Facilitate customer acceptance testing of the AMI system (phased acceptance) in accordance with the mutually developed plan.

B. Aqua-Metric Project Management Criteria
• The Project Management (PM) team will coordinate with the Utility according to the criteria identified and agreed upon for each milestone of the project. • The PM team will manage commissioning, optimization, and acceptance of the project.

C. Aqua-Metric Project Management Phased Activity

Aqua-Metric will work closely with the Utility to establish the installation project plan, project deliverables, accountabilities, communications planning, and project acceptance.

We utilize our standard operational philosophy and approach through Project Acceptance and Closure, combining the benefits of best practices and local management. Aqua-Metric’s Technology Team will utilize the following milestones when implementing the Utility’s AMI System.

D. Aqua-Metric Responsibility Overview
Administer the Project: Participate in pre-deployment planning; Develop and maintain project schedule; Conduct customer review meetings; Coordinate subcontractors.

E. Manage AMI Network Deployment
• Coordinate tower site preparation
• Coordinate Sensus Basestation and antenna installation • Coordinate Sensus Regional Network Interface (RNI) SaaS setup and build • Coordinate Sensus Analytics SaaS setup and build
• Coordinate Sensus Customer Portal setup and build.

F. Manage Commissioning of the System

Coordinate Sensus Basestation commissioning; Coordinate Sensus RNI commissioning’ Coordinate Sensus Analytics commissioning.

G. Facilitate System Setup and Deployment
Support configuration of RNI and Sensus Analytics user accounts and access; Conduct field training for installers and/or utility personnel on the installation of SmartPoints and meters; Schedule and coordinate Sensus Analytics and RNI training; Coordinate AMI Integration between Utility’s Billing System and Sensus, to integrate nightly synchronization of account data (vFlex) and provide billing read information.

H. Manage final system acceptance process
Facilitate customer acceptance testing of the Sensus FlexNet system; Secure customer sign-off of system acceptance.

I. Aqua-Metric Responsibilities by Phase

EXHIBIT 1
124
The following tasks are the responsibility of Aqua-Metric during each specific phase of an AMI Project sale and deployment.

• Pre-Sales Phase: Obtain area site map from utility; Evaluate potential tower sites; Input collected data to Sensus System to get propagation model completed; Prepare AMI Base Terms document.
• Initiation Phase: Gather project documents; Gain understanding of project scope and deliverables; Coordinate network infrastructure installation contractor; Review equipment orders; Create preliminary schedule; Host project kick-off meeting. • Planning Phase: Verify Network Propagation Analysis; Refine Project Plan; Meter Configuration Workshop; FieldLogic Configuration Workshop; Confirm Basestation site preparation.
• Execution Phase: AMI Network Basestation installation and certification; Facilitate SaaS Sensus RNI and Sensus Analytics servers and software; Perform RNI and Sensus Analytics configuration; Coordinate integration with CIS or Billing system for meter billing reads.
• Pre-Deployment: Test deployment process; Validation Workshop. • Training: Schedule customer training for Analytics, Customer Portal, Field Training – FieldLogic, RNI. Closeout Phase: Evaluate system performance; Perform any system cleanup needed; Close out project. System Implementation

A successful implementation begins with Utility participation in the integration. This workshop will include overviews on the system design, integration milestones, and data flow.

During the workshop, the most appropriate integration methods are identified for each integration point.

The FlexNet AMI System supports a variety of methods for integrating with third-party applications, including:

• Flat file exports of CMEP, HHF, and MVRS to feed MDM, CIS, and OMS systems with registry reads, interval data, and alarm events.
• MultiSpeak web services for meter reading, customer billing, outage management, meter management, and meter lifecycle functions.
• MultiSpeak web service, including the MDMClient meter reading web service, which is capable of transmitting real-time readings to the MDM as the Utility receives them and ensuring that they are not duplicates. This real- time integration is a huge advancement over daily flat file exchanges used by many utilities today. • CIM interfaces for on-demand reading, power status verification, interval data delivery (auto-push), meter event delivery (auto-push), and remote connect/disconnect.

If any custom integration is needed outside the standard APIs, we can identify requirements during our workshop.

J. Testing and Validation
Once a project is deployed and completed, Aqua-Metric’s Technology and Project Management Team will perform final validation and testing to confirm the system is fully operational.

• Technology: On an ongoing basis during the project, the Technology and Project Management Teams will assist with monitoring FlexNet and Sensus Analytics through a EXHIBIT 1
125
series of reports identifying duplicate numbers or inconsistencies. A final review will be performed before the project transitions to support. The Technology and Project Management Teams will also go over any final training with any personnel to make sure Utility employees fully understand the system and their responsibilities. Aqua-Metric Professional Services’ goals are to ensure Utility is comfortable taking over the system, that the field technicians understand troubleshooting and replacements, and billing personnel understand and can perform the billing process. We will confirm the read rates are meeting the agreed to parameters – based upon previously discussed terms – which is usually our standard 98.5 percent successful read rate. Aqua-Metric’s Technology team will then confirm the project’s completion with the Utility and create sign off documents to present for signature.

• Operations: Operations will confirm that all products have been delivered and that no other items are needed from the installation team. They will work with the Utility to facilitate all closeout documents.

K. Training Course Descriptions
The success of a FlexNet system deployment is largely dependent on the knowledge and proficiency of the project team members. From the initial installation to project closure and beyond, the Aqua-Metric Technology team will work with the Utility to provide instructor-led and one-on-one field training needed for optimal system operation.

As a part of Aqua-Metric’s initial project start-up, members of the technology team will perform on-site training for the Utility as detailed below. Product documentation will also be provided at this time. Additional services and training can be provided to the Utility as requested. We highly recommend that the Utility maintain their annual support to ensure proper use of our Technology Team and their services.

Over the system start-up period, between five and seven days of training are provided.

Depending on project complexity and training requirements, Aqua-Metric will provide additional and/or refresher training as necessary.

7. Training Plan
Step One – 1/2 to 1 Day: In the Field - SmartPoint Module Field Training Once the AMI infrastructure is installed, training of field personnel or installation contractor in radio installation and activation will be held.
• Handheld Operation
• Proper Documentation of Change Out information to support AMI • Safety & Security
• Quality Audits of Installations
• SmartPoint Installation and Activation
• Verification of SmartPoint Activation
• Troubleshooting SmartPoint Issues

Step Two – 1/2 to 1 Day: Overview Sensus FlexNet and Analytics Once the infrastructure is installed and the system has at least two weeks of data for a sampling of meters, we will have overview training that provides a one -hour overview of the system with an additional two-hour session for billing personnel.

Overview (field and billing personnel – 1 hr.)
• Sensus FlexNet Architecture and Components
EXHIBIT 1
126
• Field Activation – overview of field activation
• FlexNet roles and responsibilities
• Device Manager Overview (Gas, Water, and Electric)
• Analytics Overview
• Details (focus on billing – additional 2 hrs.)
• Billing setup and integration
• Device Manager deeper dive – show information and troubleshoot • Sensus Analytics Meter Insight – look at performance of the System • Sensus Analytics Billing Overview – show integration to provide reads in seconds • FlexNet and Analytics Alarms
• Sensus Analytics Report Access – getting data out to answer questions

Step Three – 1 Day: Expand on System Capabilities

Additional formal training is provided on the Sensus FlexNet system, including administration functions. These sessions provide a deeper dive into the system’s capabilities. This training will occur two to three months into the project to expand the knowledge and capacities of utility personnel now that they are familiarized with the Sensus FlexNet.

Step Four – 2 to 3 Days: Additional Training Support
During the next few months of the project there will be on-site visits or web-based training for groups or individuals to answer questions and provide additional support and training as needed.

Step Five – 1/2 Day: Project Closeout Training
Project close-out training and transitioning of the project to the support team will occur once all meters have been installed.

System Optimization
• Evaluate network performance
• Change any non-performing meters
• Re-program radios to different modes

System Acceptance Test
• Acceptance Criteria development
• System hardware installed
• Acceptance Testing
• Project Completion and Sign-off

8. Maintenance and Support Overview

Aqua-Metric is committed to supporting our customers in the implementation, maintenance, and operation of its AMI System. This process includes providing all support to Aqua-Metric personnel directly involved with the Project. Additionally, we carry numerous product overviews and manuals that can be provided to the Utility if requested.

9. Sensus Support

EXHIBIT 1
127
The Aqua-Metric and Sensus support program was established to provide customers with a comprehensive support program that ensures that they will receive the best service, hardware, and software support – including firmware updates – for Sensus AMI products.

Participation in the support program is highly recommended for all FlexNet customers. This recommendation is made so that each FlexNet customer will receive the consistent product support benefits. Aqua-Metric, as Sensus’ Value-Added Reseller, is responsible for helping Utilities successfully maintain the functionality of their systems through product support.

A. Program features are as follows:

• Unlimited and priority handling of telephone service support from Aqua-Metric and Sensus’ Technical Services Group
• Priority status for customers requiring hardware support and loaner equipment • Firmware updates
• Additional training sessions
• Information pertaining to annual customer user conferences

B. Lifecycle Support: AMI Customer & Technical Services

A successful deployment of the Sensus FlexNet Advanced Metering Infrastructure (AMI) system is largely dependent on the knowledge, proficiency, experience, and local support for the Utility’s AMI project. With the advent of so many technical systems, Aqua- Metric has developed and expanded its technology department to implement and service Sensus AMI systems. As a Sensus Certified Value-Added Reseller, Aqua-Metric will provide lifecycle on-site and remote support to the Utility.

Upon acceptance, the project team transitions support to Aqua- Metric and Sensus’ AMI Technical Services. From the initial installation to project closure and beyond, Aqua- Metric Technology Team will provide the lifecycle support needed for optimal system operation.

C. Support Inclusions

Aqua-Metric provides the added value of local in-house technical support services in addition to the support provided by Sensus USA. We will work with the Utility to manage the product through its lifecycle and beyond. Our on-site and remote support services include:

• Assistance with billing integration
• Sensus Server Backup consulting for AMI systems
• Access to Subject Matter experts on Sensus products and tools • Remote and on-site support
• Hardware and Software troubleshooting assistance
• Technical support for Field Troubleshooting
• Training updates as tools, techniques, and software change • Assistance with software updates and recommendations on the updates needed for your system and devices
• Basic monitoring (periodic health check)
• Sensus Basestation check-up
EXHIBIT 1
128
• Coordination with Sensus to facilitate support as required

D. Basestation Protection Plan

Sensus offers various extended warranties for their system hardware components, including the hand-held, VGB, and CommandLink. Most importantly, Sensus offers a basestation protection plan to their FlexNet customers. The basestation protection plan provides another layer of assurance that infrastructure investments are maintained.

Participation in the basestation protection program is highly recommended to all customers so that each utility can benefit from the additional support services provided.

Typical basestation protection plans are available for five years, with approved extensions allowed thereafter. The following provides a list of coverage terms:

• Sensus will repair or replace defective parts
• Basestations will be upgraded to meet minimum requirements for operating Sensus products
• Protection plan includes labor in the repair, replacement, or upgrades of basestations
• Access to technical support 24/7
• Defective parts will be repaired or replaced within five (5) business days once Technical Service has determined that the base station is unusable and that no workaround is available
• Upgrades to basestations will be completed by Sensus or their representatives once it has been determined that the hardware or operating software requires an upgrade to meet minimum operating requirements for Sensus products • Includes base station re-certification, if required

Prioritize disadvantaged communities to be installed first as state grant funds may be used.

The following information was provided by Concord Utility Services, which provides their response to the question above.

The deployment strategy will be a coordination between the Utility and installation Project Managers, billing staff, and field operations. The project schedule, and daily production, will be developed around the communication of the priority communities, billing cycles, read routes, blackout dates, field coordination, and material availability.

10. Lead Service Line Inventory (LSLI)

As part of this project the City is also requiring that a LSLI be performed to meet the requirements of the California Water Boards revised Lead and Copper Rule. The water board requires that documentation be provided on all service lines (City and customer side of the meter) on the pipe material. The rule indicates that any service line installed after January 1, 1986 can be assumed to be non-lead. The City has inventoried our service lines and determined that 240 lines were installed prior to 1986 or have no date and may be made with lead. A list of the sites will be provided to the contractor. The contractor shall visit each of these meters and determine the pipe material and EXHIBIT 1
129
document it via the state’s template. Both sides of the meter need to be documented.

Any possible lead solder used also needs to be per documented the state’s requirements. Photographs to document the pipe type shall also be taken at each site.

The service line inventory shall be done in accordance with the states Lead and Copper Rule requirements and guidance.

Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 16 – Notices, the mailing address for all required notices is as follows:

Contractor: Aqua-Metric Sales Company City: Delta Water Treatment Plant Attn: Tommy Thirkettle Attn: Monica Sandoval
4050 Flat Rock Drive 11373 N. Lower Sacramento Rd
Riverside, CA 92505 Lodi,Ca 95242

Key Personnel
Christopher Newville, Manager (Aqua Metric)
Jeff Randolph, Western Sales Manager (Aqua Metric)
Mike Bortletto Solutions Specialist (Aqua Metric)
Jeff Brockman Project Manager
Ryan Stevenson Technical Support Specialist

EXHIBIT 1
130
Exhibit B:

Insurance Requirements
(Water Meters Meter Reading Equipment & Software RFP)

Contractor shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

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

2. Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $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 Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, t rade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

Technology Professional Liability Errors & Omissions

Technology Professional Liability Errors and Omissions Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual prop erty, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information.

The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

EXHIBIT 1
131
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows:

If the contractor 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.

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 admini stration, 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 Insured. 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.

Other Insurance Provisions

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

1. The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insu rance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). 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.

2. For any claims related to this project, the Contractor’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City of Stockton, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.

EXHIBIT 1
132
The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Claims Made Policies (professional & Pollution only)
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is cancelled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead -based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

Umbrella or Excess Policies
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.

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

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents and subcontractors.

EXHIBIT 1
133

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 Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors. For CGL coverage, subcontracto rs shall provide coverage with a form at least as broad as CG 20 38 04 13.

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

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

Certificate Holder Address

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

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

EXHIBIT 1
134

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement.

Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.

2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor on ly the facilities and equipment listed in Exhibit A to the Agreement.

3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

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

3.2. Notwithstanding anything to the contrary herein, all payments will be processed in accordance with California Prompt Payment Act. Contractor may charge a late fee for payments not made in accordance with this prompt payment policy; however, the policy shall not apply to payments withheld by the City in the event: (a) there is a bona fide dispute between the City and Contractor concerning the goods, supplies, materials, equipment delivered, or the services performed, that causes the payment to be late; or (b) the payment application is not mailed or invoiced to the City in accordance with Agreement. The City shall provide Contractor with written notice of a disputed invoice within thirty (30) days from the date of receiving the invoice. If the City has not furnished such notice, Contractor may consider the invoice accepted and ready for payment.

3.3. Economic Price Adjustment

3.3.1. In recognition of the potential for fluctuation in Contractor’s cost for the materials or services provided hereto this Agreement, a price adjustment may be submitted by Contractor upon Contractor’s receipt of such price adjustment imposed by Contractor’s manufacturers or suppliers. The percentage change between the contract price and the requested price shall not exceed the percentage change listed in the U.S. Bureau of Labor Statistics’ published Consumer Price Index and Producer Price Index for that t ime period. Prices for products or services unaffected by verifiable cost trends shall not be subject to adjustment.

3.3.2. Contractor’s submitted price adjustment will be made in writing and submitted to the City timely. Price adjustments will be for the sole purpose of accommodating changes in Contractor’s direct economic and inflationary costs of materials or services provided herein.

4. Sufficiency of Contractor’s Work. All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar EXHIBIT 1
135
nature, and in conformance with applicable laws, codes and professional standards. Contractor’s work shall be adequate and sufficient to meet the purposes of this Agreement.

5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City.

Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A may result in economic or other losses to the City.

7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor’s Status.

9.1. In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2. Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the ser vices under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

EXHIBIT 1
136

9.3. If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

9.4. It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

10. Subcontractor.

10.1. Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement.

Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.

11. Termination.

11.1. Termination for Convenience of City. Either party may terminate this Agreement at any time by mailing a notice in writing no less than thirty (30) days prior to the date of termination to the other party. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.

11.2. Should either party default in the performance of this Agreement or materially breach any of its provisions and the breaching party has not cured such default within the cure period defined below , the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

11.2.1. Cure Period. As used in this Agreement, “Cure Period” means a period a of thirty (30) days after receipt by a breaching party’s written notice from the non- breaching party that this Agreement has been breached.

11.3. Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the par t of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.

12. Informal Dispute Resolution. Except in the event of termination pursuant to Section 11, if either Contractor or the City has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party’s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence EXHIBIT 1
137
the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties shall submit the matter to non -binding mediation within applicable venue defined in Section 23. The mediator shall be agreed to by the parties. If the parties cannot agree on a mediator, each party shall select a mediator and the mediators selected by the parties shall select a mediator to mediate the dispute. Each party shall be liable for its own expenses, including attorney’s fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests.

13. Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor sha ll be solely responsible for reimbursing subcontractors.

14. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor’s performance of work hereunder or its failure to comply with any of its obligations contained in this agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum insurance obligations contained in this agreement.

These obligations shall survive the completion or termination of this agreement.

15. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhib it B to this Agreement.

16. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.

17. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.

18. Licenses, Certifications and Permits. Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of t his Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

EXHIBIT 1
138

19. Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made.

At any time during normal business hours, the records shall be made available to the City t o inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance w ith generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.

20. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

21. Conflicts of Interest. Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor’s services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.

22. Waiver. In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation.

No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.

23. 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.

24. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.

25. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

26. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with al l applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving f ederal EXHIBIT 1
139
financial assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

27. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re - commence performance as promptly as commercially practicable.

28. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

29. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.

30. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

31. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

32. Entire Agreement, Integration, and Modification.

32.1. This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.

32.2. All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

33. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

34. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

EXHIBIT 1
140

EXHIBIT D

GOODS AND SERVICES TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

1.1. "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.

1.2. “Deliverable” means quantifiable goods or services that will be provided through the execution of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified f unctions or characteristics of the project.

2. General. The following terms and conditions are applicable for the purchase of goods and services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (“GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.

2.1. Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

2.2. In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.

3. Time for Performance.

3.1. Contractor shall perform the services within a 6 year period or sooner.

3.2. Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and as specified above ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other losses or expenses incurred by Contractor by reaso n of delays or hindrances in the performance of the Services, unless such delay is caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 18, Contractor agrees as follows:

4.1. Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this A greement and all applicable federal, state, and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that EXHIBIT 1
141
license, certification, registration, or other similar requirement throughout the term of this Agreement.

4.2. Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law.

Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

4.3. If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance, or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City’s rights against Contractor either under this Agreement, at law or in equity.

5. Compensation

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

5.1.1. Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.

7. Findings Confidential
All the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.

8. Right of Inspection
All Deliverables furnished by Contractor must be as specified in Exhibit A and will be subject to inspection and approval of City after delivery. City reserves the right to reject and return, at the risk and expense of Contractor, the portion of any Delive rable which may be defective or EXHIBIT 1
142
fail to comply with specifications in Exhibit A without invalidating the remainder of the Deliverables.

If rejected, Deliverable will be held for disposition at the expense and risk of Contractor. Payment for Deliverable prior to inspection shall not constitute acceptance of the Deliverable.

9. Warranty
Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conform to specifications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry. Contractor’s warranty shall survive delivery of Deliverable and shall not be deemed waived by City’s failure to discover defects, acceptance of the Deliverable, or payment, therefore.

9.1. DISCLAIMER. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED BY CONTRACTOR ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR

IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; PROVIDED; HOWEVER, ANY SUCH

WARRANTIES RECEIVED BY CONTRACTOR FROM ITS SUPPLIERS SHALL BE PASSED ON TO CLIENT.

9.2. Contractor warrants that the services provided by Contractor will be performed in a professional and workmanlike manner with a degree of care, skill and competence that is consistent with the then generally accepted industry standards reasonably expected of similar types of engagements and the deliverables herein t his Agreement will substantially conform to the deliverables specified in the applicable Exhibits and Appendices hereto through the term of the Agreement.

9.3. Limitations. Unless otherwise expressly provided herein, neither Contractor nor any of its service providers, licensors, employees, or agents warrant that the operation of the services will be uninterrupted or error free. Further, neither Contractor nor its suppliers, licensors, employees or agents will be responsible for (i) lost revenue, including revenue lost from third parties, persons, or entities, such as bills for electricity, lighting, gas, or water consumption; (ii) any In/Out Costs, where “In/Out Costs means any and all costs and expense incurred by the City in transporting goods between its warehouse and its end user’s premises and any and all costs and expenses incurred in installing, uninstalling, and removing goods; and (iii) any manual meter reading costs and expenses.

9.4. Standard Manufacturer Warranty. Standard manufacturer product warranties shall apply to all product(s) furnished under this Agreement. Contractor and/or their supplier agrees to provide a repaired or replacement meter free of charge, including no charge for freight delivery back to the City for any meter returned within the warranty provisions.

9.5. Meter Services Warranty. Contractor warrants the quality of workmanship and services provided herein to be reasonably free from defects within twenty -four linear inches downstream (customer side) of the meter connection for a period of thirty (30) days from the date of meter exchange.

A. Meter Services Warranty is only applicable to the services rendered during the time of meter exchange and only applicable if the failure is reasonably evident of a faulty meter exchange service provided by Contractor or its subcontractor.

B. Contractor does not warrant defective product(s) or materials including but not limited to the utility meter, piping, meter couplings, curb stops, shut off valves, meter risers, meter setters, meter boxes or meter box lids, conduit, wire or wire EXHIBIT 1
143
nuts, or other similar materials (the “Materials”) used to complete the meter exchange service. Such products will be subject to the manufacturer(s) product warranty guidelines. All product warranty concerns will be facilitated through Contractor with the appropriate product supplier(s) or manufacturer(s).

C. Meter Services Warranty excludes defects resulting from tampering, vandalism, negligence, “Acts-of-God”. Contractor does not warrant service line damage(s) resulting from non-approved materials currently installed; utility service or service line(s) non-compliant with current industry regulations or codes; damage(s) due to age or instability of galvanized lines; hot sockets, overcurrent or electrical arching.

The City further acknowledges Contractor is unable to reasonably determine pre- existing conditions, including but not limited to pipe condition, debris or hard water buildup in plumbing lines, unstable or faulty plumbing connections or plumbing fixtures, or water pressure, etc. Due to the unknown condition(s), Contractor does not warrant against preexisting or uncontrollable damage(s) or defect(s) to water, electrical and/or gas household fixtures including but not limited to water heaters, water softening or filtration systems, sloan valves, appliances, water pressure, electronics, or any other related appurtenances which rely on the utility services provided by the City.

D. Contractor reserves the right to inspect the project worksite prior to performing any work to determine the best course of action to correct the warranty concern. If such inspection is not indicative of Contractor’s faulty workmanship, Contractor, in its sole discretion, may invoice the City for any time and expense incurred to inspect the worksite. Contractor will not be held responsible for any unauthorized work performed by the City, the City’s resident or business customer, or any third-party repair company.

9.6. LIMITATIONS AND DISCLAIMERS OF LIABILITY. DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE ANOTHER

PARTY HERETO FOR ANY LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF

USE, COSTS OF COVER, OR FOR ANY INDIRECT, SPECIA L, INCIDENTAL, PUNITIVE, OR

CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT,

WARRANTY OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10. Ownership
Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted within 5 days of delivery by City in conformity with this Agreement. If no notice of loss or damage is provided by the City within 5 days of delivery, Contractor may assume the City has accepted the Deliverable . Upon delivery and acceptance, Deliverable delivered by Contractor shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Deliverable. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Contractor, or specifically paid for by City for use in performance of the Agreement, shall be and remain the property of City and said property shall be used only for Deliverables benefiting City. Contractor shall return to City or shall dispose of this property only according to City’s instruction.

11. Applicable Laws
EXHIBIT 1
144
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables accordingly and provide associated Safety Data Sheets (“SDS”) to City.

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

12. Prevailing Wage
It shall be the responsibility of the Contractor to comply, when applicable, with the prevailing wage rates in accordance with the State of California Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by the California Department of Industrial Relations for any increase in rates during the term of this Agreement and adjust wage rates accordingly.

CONTRACTOR REGISTRATION REQUIREMENTS- Pursuant to Labor Code Section 1771.1(a):

A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes on ly under Labor Code section 1771.1(a)].

No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html. In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

This project may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.

13. Shipping Terms
City shipment terms are F.O.B. Destination, Freight Prepaid and Added unless otherwise specified in the Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date specified in the Agreement. Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately. City reserves the right to refuse, at Contractor’s expense, any shipments not containing the Agreement number or stock numbers as required under this section.

14. Deliveries
EXHIBIT 1
145
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may invoke a dispute resolution claim in accordance with Section 12 of Exhibit C. If Contractor is unable to resolve the delay timely, the City may terminate the Agreement, in part or in whole, for its convenience in accordance with Section 11 of the Agreement.

15. Price and Quantities
Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.
(Left Intentionally Blank)
EXHIBIT 1
146

EXHIBIT E

COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1. The maximum the Contractor shall be paid on this Agreement is $17,050,251.74 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any, and in accordance with the Payment Schedule defined hereunder . Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2. Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor. Reimbursable expenses , incurred by Contractor’s vendors for travel and expenses for services requested by the City and not included within Contractor’s scope of work will be reimbursed at cost plus ten percent (10%).

Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:
i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs plus ten percent (10%).
ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs plus ten percent (10%).
iii. Travel expenses shall be reimbursed at actual costs plus ten percent (10%).

1.3. The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached unless there is a material change to the Statement of Work and Scope by a written Amendment.

1.4. If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.

2. Task Price. Below is the price for the services and reimbursable expenses as described in Exhibit A and Attachment A of Exhibit E in this Agreement. See Attachment A for detailed price listing.

Task Description Task Price
1 Meter Implementation $17,220,369.72

TOTAL PRICE $17,220,369.72

EXHIBIT 1
147

3. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices are to be submitted electronically to the City’s Vendor Self Service portal at http://ww1.stocktonca.gov. Billing questions may be emailed directly to [email protected].

A copy of the Invoices may also be mailed to:

Delta Water Treatment Plant - MUD
Attention: MUD Finance
11373 Lower Sacramento Rd
Lodi, CA 95242

4. Payment Schedule.

1.1. Contractor will submit monthly invoices to the City for work completed in the antecedent month and in accordance with the payment schedule hereunder and the payment terms of the Agreement. All quantities and amounts will be commensurate with the project pricing herein Exhibit E, subject to additions or deductions made by authorized change order in accordance with the Agreement.

1.2. Materials and Hardware. Contractor will furnish the materials outlined within Exhibit E.

Materials shall be considered all physical products including but not limited to infrastructure and ancillary communication devices, base stations, drive-by software, meters, radios, parts, fittings, etc. as manufactured by Sensus or other third -party suppliers. Materials will be invoiced to the City when shipped from Contractor, Sensus, or Contractor’s third-party suppliers to the staging site.

1.3. Network Deployment Services. Network Deployment Services shall be considered as “one-time” fees attributable to the tasks necessary to install, setup, and configure the AMI infrastructure, software, and head end environment; Peak Workflow Work Order Management System (“ WOMS”) setup and configuration, standard or custom integration(s), and training. Network Deployment Services shall become due upon completion of each respective task. Contractor will invoice to the City on a monthly basis for the services completed within the antecedent month.

A. Contractor will invoice Basestation Installation services to the City upon successful installation of a Basestation at each of the designated locations.

B. Sensus setup, integration and configuration one -time fees associated with implementing network, including but not limited to the Regional Network Interface (“RNI”); Sensus Analytics and modules; Sensus standard i ntegration(s); and training fees shall be invoiced by Contractor to the City upon completion of each task respectively.

C. The WOMS will be invoiced upon completion of the setup and configuration.

1.4. Professional Services
A. Contractor will invoice project management fees on a monthly basis assigned to the project at the rates identified within Exhibit A.

B. Project management fees are based upon estimated deployment timelines demonstrated within the project schedule. The monthly fees for personnel may be reasonably adjusted as necessary through the duration of the project to EXHIBIT 1
148
accommodate for a reduction or extension in the project schedule and in accordance with a duly executed Change Order between the Parties.

C. Operational services are considered as the ongoing fees for services such as rentals, leases maintained through the duration of the project. On -going operational services will be invoiced to the City on a monthly basis through the duration of the project or other duration(s) where reasonably applicable for the services rendered.

1.5. Recurring Annual Fees
A. Sensus SaaS Services include the annual hosted fees for the Sensus RNI head - end environment and Sensus Analytics software (including all applicable add-on integrations and modules). Sensus SaaS fees (year one) will become due at “go- live”. Subsequent years will be invoiced annually on the anniversary date of go- live. The SaaS term shall extend for five (5) calendar years.

B. Sensus Basestation Protection Plan (if purchased) shall be invoiced on the delivery of the base station(s) to the project site and renew annually on the anniversary of the base station ship date each year thereafter.

C. Contractor Value Added Reseller (“VAR”) support shall become due on the date of base station delivery to the project site and renew annually on the anniversary of the base station ship date each year thereafter.

1.6. Meter Exchange Services
A. Mobilization shall be considered as the initial “one -time” fee to deploy field crews and equipment to the project site. Mobilization will become due no less than thirty (30) days prior to the commencement of the meter deployment phase.

B. Meter exchange work will be invoiced to the City on a monthly basis for the work completed in the antecedent month.

C. Supplemental work (or incidental work) shall be considered as the ancillary or supplemental tasks necessary to facilitate a complete meter exchange. The City shall preauthorize and budget for all supplemental work to be performed at the time of meter exchange. Any supplemental work required to perform a meter exchange and not preauthorized or budgeted by the City will result in the account being flagged as Return to Utility. Supplemental work will be invoiced to the City monthly and on a consumption basis for the work completed in the antecedent month.

1.7. Miscellaneous
A. If applicable, Bond fees shall become due by the City at the time of contract execution. Bond premiums may adjust upon project completion depending on final contract value and duration. A final project reconciliation will be reviewed at project completion and any amounts over the planned premium will be invoiced to the City within the final invoice.

B. If applicable and i n the event the City request insurance coverage in excess to Contractor’s standard insurance policy limits, Contractor shall invoice the City for reasonable and applicable costs to obtain such coverage limits. Insurance costs shall become due by the City at the time of contract execution and on the anniversary of the initial invoice each subsequent year such coverage is maintained.

EXHIBIT 1
149
C. Any other material(s) or service(s) not outlined herein shall be subject to a change order approval duly signed by the parties and will be invoiced as reasonably appropriate for such material or service rendered.

EXHIBIT 1
150

ATTACHMENT A
EXHIBIT 1
151
Aqua-Metric Sales Company December 8, 2023
16914 Alamo Parkway, Bldg. 2 | Selma, TX 78154
Phone: (210) 967-6300 | Facsimile: (210) 967-6305
Client: City of Stockton, CA
Attention: Office of the City Clerk
Address 425 North El Dorado Street
City, State, Zip: Stockton, CA 95202
Project: RFP PUR-23-021, Water Meters, Meter Reading Equipment and Software Due Date: April 27, 2023 at 2:00 PM
Line No. Item Quantity Unit Extended
Sensus FlexNet AMI System - Year One
Network Infrastructure, Setup and Configuration
M400B2 Basestation 4 $22,500.00 $90,000.00
Communication Backhaul 4 $1,000.00 $4,000.00
CommandLink II Bluetooth Device 5 $613.59 $3,067.95
M400B2 Basestation Installation at Well 3R 1 $53,050.00 $53,050.00 M400B2 Basestation Installation at Wesin Ranch 1 $51,562.50 $51,562.50 M400B2 Basestation Installation at NW Reservoir and 14 Mile Reservoir 2 $60,525.00 $121,050.00 M400B2 Basestation Certification 4 $1,750.00 $7,000.00
Water Metering Product, Estimated Quantities
3/4" Long SRII TR/PL Meter 842 $129.61 $109,131.62
1" SRII TR/PL Meter 841 $217.44 $182,867.04
1 1/2" OMNI R2 TR/PL Meter 110 $504.34 $55,477.40
2" OMNI R2 TR/PL Meter 265 $707.64 $187,524.60
3" OMNI C2 Compound TR/PL Meter 94 $1,678.83 $157,810.02 4" OMNI C2 Compound TR/PL Meter 72 $2,915.88 $209,943.36 6" OMNI C2 Compound TR/PL Meter 26 $5,036.49 $130,948.74 8" OMNI C2 Compound TR/PL Meter 5 $8,136.06 $40,680.30
10" OMNI C2 Compound TR/PL Meter 2 $10,498.13 $20,996.26 12" Hydroverse Meter with Standard Configuration
- Remote 16' Potted Cable; Battery Power Supply; +/- 0.4% Accuracy; Pulse and Sensus 3-Wire 2 $10,745.79 $21,491.58
520M Single Port SmartPoint Radio Transmitters for New Meters 2,257 $100.00 $225,700.00 520M Single Port SmartPoint Radio Transmitters for Existing Meters to Retrofit 6,208 $100.00 $620,800.00 520M Single Port SmartPoint Radio Transmitters, Wired Unit for 12" Hydroverse Meters 2 $105.33 $210.66 Alternate: 520M Dual Port SmartPoint Radio Transmitters $133.01 FlexNet AMI Software Setup and Configuration
RNI SaaS Setup 1 $24,205.00 $24,205.00
RNI Core Education, Performed by Aqua-Metric 1 $5,000.00 $5,000.00 Sensus Analytics System Setup 1 $25,000.00 $25,000.00
Sensus Analytics Basic Integration 1 $5,000.00 $5,000.00 Sensus Analytics Training, Performed by Aqua-Metric 1 $5,000.00 $5,000.00 Professional Services Data Import Fee
- Quoted as per RFP Section 2.2; Subsection C.3, "System Shall Support Migration of 12 Months of Historical Meter Data".
1 $18,750.00 $18,750.00
Network Implementation, Monthly Fee 3 $10,000.00 $30,000.00 Recurring Annual Fees: SaaS Software Hosting and Support - Year One Total Based on 8,467 Endpoints Annual Hosted RNI Software-as-a-Service, Water Only 1 $16,393.75 $16,393.75 Annual Sensus Analytics Enhanced, Water Only 1 $13,401.25 $13,401.25 Annual Sensus Analytics Text Messaging Fee (Optional) 1 $1,270.00 $1,270.00 Annual M400 Basestation Extended Warranty 4 $1,963.59 $7,854.36 Annual Aqua-Metric Support 1 $15,000.00 $15,000.00
Product Installation Services, Estimated Quantities
Field Deployment Management, Monthly Fee 12 $10,670.73 $128,048.76 Mobilization Fee 1 $42,682.93 $42,682.93
Work-Order Management Software Programming and Setup Fee 1 $9,146.34 $9,146.34 Work-Order Management Software Integration Fee 1 $9,146.34 $9,146.34 Work-Order Management Software Implementation Fee 8,467 $2.01 $17,018.67 Product Storage: 20-Foot Storage Container Pickup and Delivery, Price per Container 4 $375.00 $1,500.00 Product Storage: 20-Foot Storage Container, Monthly Rental Fee for (4) Units 12 $450.00 $5,400.00 3/4" Water Meter Exchange with SmartPoint Installation and Activation 842 $97.50 $82,095.00 1" Water Meter Exchange with SmartPoint Installation and Activation 841 $97.50 $81,997.50 1 1/2" Water Meter Exchange with SmartPoint Installation and Activation 110 $420.73 $46,280.30 2" Water Meter Exchange with SmartPoint Installation and Activation 265 $420.73 $111,493.45 3" Water Meter Exchange with SmartPoint Installation and Activation 94 $1,128.05 $106,036.70 4" Water Meter Exchange with SmartPoint Installation and Activation 72 $1,554.88 $111,951.36 6" Water Meter Exchange with SmartPoint Installation and Activation 26 $4,390.24 $114,146.24 8" Water Meter Exchange with SmartPoint Installation and Activation 5 $5,182.93 $25,914.65 10" Water Meter Exchange with SmartPoint Installation and Activation 2 $6,097.56 $12,195.12 12" Water Meter Exchange with SmartPoint Installation and Activation 2 $6,707.32 $13,414.64 SmartPoint Installation and Activation Only for 5/8" - 1" Water Meter 6,177 $40.18 $248,191.86 SmartPoint Installation and Activation Only for 1 1/2" - 2" Water Meter 9 $76.22 $685.98 SmartPoint Installation and Activation Only for 3" - 12" Water Meter 22 $100.61 $2,213.42 EXHIBIT 1
152
Aqua-Metric Sales Company December 8, 2023
16914 Alamo Parkway, Bldg. 2 | Selma, TX 78154
Phone: (210) 967-6300 | Facsimile: (210) 967-6305
Client: City of Stockton, CA
Attention: Office of the City Clerk
Address 425 North El Dorado Street
City, State, Zip: Stockton, CA 95202
Project: RFP PUR-23-021, Water Meters, Meter Reading Equipment and Software Due Date: April 27, 2023 at 2:00 PM
Line No. Item Quantity Unit Extended
Add-On: Lid Modification: Drill Hole in Metal Meter Box Lid 2,259 $24.39 $55,097.01 Service Line Inventory Survey, Price Each 240 $30.49 $7,317.60 Highly Recommended Meter Survey, Price per Meter $24.39 Installation Incidental: Pre-Installation Notification Postcard, Price per Postcard $1.50 Installation Incidental: Lid Modification - Drill Hole in Plastic Meter Box Lid $4.88 Installation Incidental: Residential (5/8" - 1") Water Meter Box Adjustment, Removal, or Replacement, in Dirt, Labor Only
$237.80
Installation Incidental: 1 1/2" - 2" Water Meter Box Adjustment, Removal, or Replacement, in Dirt, Labor Only
$359.76
Installation Incidental: Curb Stop Replacement, Labor Only $182.93 Installation Incidental: Meter Tail Replacement, Labor Only $30.49 Installation Incidental: Meter Box Lid Replacement, Labor Only $14.63 Installation Incidental: Replacement of Removal of Busing Adapter (5/8" - 1"), Labor Only $15.24 Installation Incidental: Backyard Installation, Add-On Fee $60.98 Installation Incidental: Site Visit Fee $182.93
Installation Incidental: Special Job Hourly Rate, Price per Technician per Hour $274.39 Installation Incidental: Daily Rate, Price per Technician per Day. $1,463.41 Year One Subtotal: $3,692,160.26
Estimated Sales Tax: $185,458.46
Year One Total: $3,877,618.72
Sensus FlexNet AMI System - Year Two
Recurring Annual Fees: SaaS Software Hosting and Support - Year Two Total Based on 16,934 Endpoints Annual Hosted RNI Software-as-a-Service, Water Only 1 $28,593.75 $28,593.75 Annual Sensus Analytics Enhanced, Water Only 1 $23,246.25 $23,246.25 Annual Sensus Analytics Text Messaging Fee (Optional) 1 $2,616.25 $2,616.25 Annual M400 Basestation Extended Warranty 4 $2,022.50 $8,090.00 Annual Aqua-Metric Support 1 $15,450.00 $15,450.00
Water Metering Product, Estimated Quantities
3/4" Long SRII TR/PL Meter 870 $136.09 $118,398.30
1" SRII TR/PL Meter 869 $228.31 $198,401.39
1 1/2" OMNI R2 TR/PL Meter 110 $529.55 $58,250.50
2" OMNI R2 TR/PL Meter 265 $743.03 $196,902.95
520M Single Port SmartPoint Radio Transmitters for New Meters 2,114 $105.00 $221,970.00 520M Single Port SmartPoint Radio Transmitters for Existing Meters to Retrofit 6,353 $105.00 $667,065.00 520M Dual Port SmartPoint Radio Transmitters $139.66
Product Installation Services, Estimated Quantities
Field Deployment Management, Monthly Fee 12 $10,670.73 $128,048.76 Work-Order Management Software Implementation Fee 8,467 $2.01 $17,018.67 Product Storage: 20-Foot Storage Container, Monthly Rental Fee for (3) Units 12 $375.00 $4,500.00 3/4" Water Meter Exchange with SmartPoint Installation and Activation 870 $101.40 $88,218.00 1" Water Meter Exchange with SmartPoint Installation and Activation 869 $101.40 $88,116.60 1 1/2" Water Meter Exchange with SmartPoint Installation and Activation 110 $437.80 $48,158.00 2" Water Meter Exchange with SmartPoint Installation and Activation 265 $437.80 $116,017.00 SmartPoint Installation and Activation Only for 5/8" - 1" Water Meter 6,344 $41.79 $265,115.76 SmartPoint Installation and Activation Only for 1 1/2" - 2" Water Meter 9 $79.27 $713.43 Add-On: Lid Modification: Drill Hole in Metal Meter Box Lid 2,114 $25.37 $53,632.18 Year Two Subtotal: $2,348,522.79
Estimated Sales Tax: $131,488.95
Year Two Total: $2,480,011.74
Sensus FlexNet AMI System - Year Three
Recurring Annual Fees: SaaS Software Hosting and Support - Year Two Total Based on 25,401 Endpoints Annual Hosted RNI Software-as-a-Service, Water Only 1 $37,942.50 $37,942.50 Annual Sensus Analytics Enhanced, Water Only 1 $32,835.00 $32,835.00 Annual Sensus Analytics Text Messaging Fee (Optional) 1 $4,042.50 $4,042.50 Annual M400 Basestation Extended Warranty 4 $2,083.18 $8,332.72 Annual Aqua-Metric Support 1 $15,913.50 $15,913.50
Water Metering Product, Estimated Quantities
3/4" Long SRII TR/PL Meter 874 $142.89 $124,885.86
1" SRII TR/PL Meter 873 $239.73 $209,284.29
EXHIBIT 1
153
Aqua-Metric Sales Company December 8, 2023
16914 Alamo Parkway, Bldg. 2 | Selma, TX 78154
Phone: (210) 967-6300 | Facsimile: (210) 967-6305
Client: City of Stockton, CA
Attention: Office of the City Clerk
Address 425 North El Dorado Street
City, State, Zip: Stockton, CA 95202
Project: RFP PUR-23-021, Water Meters, Meter Reading Equipment and Software Due Date: April 27, 2023 at 2:00 PM
Line No. Item Quantity Unit Extended
1 1/2" OMNI R2 TR/PL Meter 109 $556.04 $60,608.36
2" OMNI R2 TR/PL Meter 264 $780.18 $205,967.52
520M Single Port SmartPoint Radio Transmitters for New Meters 2,120 $113.01 $239,581.20 520M Single Port SmartPoint Radio Transmitters for Existing Meters to Retrofit 6,347 $113.01 $717,274.47 520M Dual Port SmartPoint Radio Transmitters $150.31
Product Installation Services, Estimated Quantities
Field Deployment Management, Monthly Fee 12 $10,670.73 $128,048.76 Work-Order Management Software Implementation Fee 8,467 $2.01 $17,018.67 Product Storage: 20-Foot Storage Container, Monthly Rental Fee for (3) Units 12 $416.66 $4,999.92 3/4" Water Meter Exchange with SmartPoint Installation and Activation 874 $105.46 $92,172.04 1" Water Meter Exchange with SmartPoint Installation and Activation 873 $105.46 $92,066.58 1 1/2" Water Meter Exchange with SmartPoint Installation and Activation 109 $454.88 $49,581.92 2" Water Meter Exchange with SmartPoint Installation and Activation 264 $454.88 $120,088.32 SmartPoint Installation and Activation Only for 5/8" - 1" Water Meter 6,339 $43.46 $275,492.94 SmartPoint Installation and Activation Only for 1 1/2" - 2" Water Meter 8 $82.44 $659.52 Add-On: Lid Modification: Drill Hole in Metal Meter Box Lid 2,120 $26.38 $55,925.60 Year Three Subtotal: $2,492,722.19
Estimated Sales Tax: $140,184.16
Year Three Total: $2,632,906.35
Sensus FlexNet AMI System - Year Four
Recurring Annual Fees: SaaS Software Hosting and Support - Year Two Total Based on 33,868 Endpoints Annual Hosted RNI Software-as-a-Service, Water Only 1 $49,642.50 $49,642.50 Annual Sensus Analytics Enhanced, Water Only 1 $42,348.75 $42,348.75 Annual Sensus Analytics Text Messaging Fee (Optional) 1 $5,551.25 $5,551.25 Annual M400 Basestation Extended Warranty 4 $2,145.68 $8,582.72 Annual Aqua-Metric Support 1 $16,390.90 $16,390.90
Water Metering Product, Estimated Quantities
3/4" Long SRII TR/PL Meter 866 $150.04 $129,934.64
1" SRII TR/PL Meter 866 $251.70 $217,972.20
1 1/2" OMNI R2 TR/PL Meter 109 $583.84 $63,638.56
2" OMNI R2 TR/PL Meter 264 $819.19 $216,266.16
520M Single Port SmartPoint Radio Transmitters for New Meters 2,105 $115.77 $243,695.85 520M Single Port SmartPoint Radio Transmitters for Existing Meters to Retrofit 6,362 $115.77 $736,528.74 520M Dual Port SmartPoint Radio Transmitters $153.98
Product Installation Services, Estimated Quantities
Field Deployment Management, Monthly Fee 12 $10,670.73 $128,048.76 Work-Order Management Software Implementation Fee 8,467 $2.01 $17,018.67 Product Storage: 20-Foot Storage Container, Monthly Rental Fee for (3) Units 12 $462.96 $5,555.52 3/4" Water Meter Exchange with SmartPoint Installation and Activation 866 $109.68 $94,982.88 1" Water Meter Exchange with SmartPoint Installation and Activation 866 $109.68 $94,982.88 1 1/2" Water Meter Exchange with SmartPoint Installation and Activation 109 $473.17 $51,575.53 2" Water Meter Exchange with SmartPoint Installation and Activation 264 $473.17 $124,916.88 SmartPoint Installation and Activation Only for 5/8" - 1" Water Meter 6,354 $45.21 $287,264.34 SmartPoint Installation and Activation Only for 1 1/2" - 2" Water Meter 8 $85.73 $685.84 Add-On: Lid Modification: Drill Hole in Metal Meter Box Lid 2,105 $27.44 $57,761.20 Year Four Subtotal: $2,593,344.77
Estimated Sales Tax: $144,723.26
Year Four Total: $2,738,068.03
Sensus FlexNet AMI System - Year Five
Recurring Annual Fees: SaaS Software Hosting and Support - Year Two Total Based on 42,335 Endpoints Annual Hosted RNI Software-as-a-Service, Water Only 1 $61,847.50 $61,847.50 Annual Sensus Analytics Enhanced, Water Only 1 $52,931.25 $52,931.25 Annual Sensus Analytics Text Messaging Fee (Optional) 1 $7,147.50 $7,147.50 Annual M400 Basestation Extended Warranty 4 $2,210.05 $8,840.20 Annual Aqua-Metric Support 1 $16,882.62 $16,882.62
Water Metering Product, Estimated Quantities
3/4" Long SRII TR/PL Meter 871 $157.53 $137,208.63
1" SRII TR/PL Meter 871 $264.29 $230,196.59
1 1/2" OMNI R2 TR/PL Meter 109 $613.03 $66,820.27
2" OMNI R2 TR/PL Meter 264 $860.14 $227,076.96
EXHIBIT 1
154
Aqua-Metric Sales Company December 8, 2023
16914 Alamo Parkway, Bldg. 2 | Selma, TX 78154
Phone: (210) 967-6300 | Facsimile: (210) 967-6305
Client: City of Stockton, CA
Attention: Office of the City Clerk
Address 425 North El Dorado Street
City, State, Zip: Stockton, CA 95202
Project: RFP PUR-23-021, Water Meters, Meter Reading Equipment and Software Due Date: April 27, 2023 at 2:00 PM
Line No. Item Quantity Unit Extended
520M Single Port SmartPoint Radio Transmitters for New Meters 2,115 $121.55 $257,078.25 520M Single Port SmartPoint Radio Transmitters for Existing Meters to Retrofit 6,352 $121.55 $772,085.60 520M Dual Port SmartPoint Radio Transmitters $161.67
Product Installation Services, Estimated Quantities
Field Deployment Management, Monthly Fee 12 $10,670.73 $128,048.76 Work-Order Management Software Implementation Fee 8,467 $2.01 $17,018.67 Product Storage: 20-Foot Storage Container, Monthly Rental Fee for (3) Units 12 $514.40 $6,172.80 3/4" Water Meter Exchange with SmartPoint Installation and Activation 871 $114.07 $99,354.97 1" Water Meter Exchange with SmartPoint Installation and Activation 871 $114.07 $99,354.97 1 1/2" Water Meter Exchange with SmartPoint Installation and Activation 109 $491.46 $53,569.14 2" Water Meter Exchange with SmartPoint Installation and Activation 264 $491.46 $129,745.44 SmartPoint Installation and Activation Only for 5/8" - 1" Water Meter 6,344 $47.01 $298,231.44 SmartPoint Installation and Activation Only for 1 1/2" - 2" Water Meter 8 $89.16 $713.28 Add-On: Lid Modification: Drill Hole in Metal Meter Box Lid 2,115 $28.54 $60,362.10 Year Five Subtotal: $2,730,686.94
Estimated Sales Tax: $152,141.96
Year Five Total: $2,882,828.90
Sensus FlexNet AMI System - Year Six
Recurring Annual Fees: SaaS Software Hosting and Support - Year Two Total Based on 50,620 Endpoints Annual Hosted RNI Software-as-a-Service, Water Only 1 $71,005.63 $71,005.63 Annual Sensus Analytics Enhanced, Water Only 1 $63,310.24 $63,310.24 Annual Sensus Analytics Text Messaging Fee (Optional) 1 $8,802.64 $8,802.64 Annual M400 Basestation Extended Warranty 4 $2,276.35 $9,105.40 Annual Aqua-Metric Support 1 $17,389.10 $17,389.10
Water Metering Product, Estimated Quantities
3/4" Long SRII TR/PL Meter 880 $165.41 $145,560.80
1" SRII TR/PL Meter 880 $277.51 $244,208.80
1 1/2" OMNI R2 TR/PL Meter 109 $643.68 $70,161.12
520M Single Port SmartPoint Radio Transmitters for New Meters 1,869 $127.63 $238,540.47 520M Single Port SmartPoint Radio Transmitters for Existing Meters to Retrofit 6,416 $127.63 $818,874.08 520M Dual Port SmartPoint Radio Transmitters $169.76
Product Installation Services, Estimated Quantities
Field Deployment Management, Monthly Fee 12 $10,670.73 $128,048.76 Work-Order Management Software Implementation Fee 8,285 $2.01 $16,652.85 Product Storage: 20-Foot Storage Container, Monthly Rental Fee for (3) Units 12 $571.55 $6,858.60 3/4" Water Meter Exchange with SmartPoint Installation and Activation 880 $118.63 $104,394.40 1" Water Meter Exchange with SmartPoint Installation and Activation 880 $118.63 $104,394.40 1 1/2" Water Meter Exchange with SmartPoint Installation and Activation 109 $512.20 $55,829.80 SmartPoint Installation and Activation Only for 5/8" - 1" Water Meter 6,414 $48.89 $313,580.46 SmartPoint Installation and Activation Only for 1 1/2" - 2" Water Meter 2 $92.72 $185.44 Add-On: Lid Modification: Drill Hole in Metal Meter Box Lid 1,869 $29.68 $55,471.92 Year Six Subtotal: $2,472,374.91
Estimated Sales Tax: $136,561.07
Year Six Total: $2,608,935.98
Six Year Total: $17,220,369.72
EXHIBIT 1
155
City of Stockton
Legislation Text
File #: 24-0154, Version: 1

APPROVE FINDINGS AND AWARD AN ENGINEERING SERVICES CONTRACT TO VVH

CONSULTING ENGINEERS FOR DEPTH OF COVER REMEDIATION DESIGN SERVICES FOR

WASTEWATER PIPELINE CROSSING THE SAN JOAQUIN RIVER

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

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

2. Award a Professional Engineering Services Contract in the amount of $872,360 to VVH Consulting Engineers of Modesto, CA to design the depth of cover remediation for the 36-inch pipeline and reinforcement of cover for the 60-inch pipeline crossing the San Joaquin River (Exhibit 1 to the Resolution).

3. Authorize the City Manager to execute the Professional Engineering Services Contract.

4. Appropriate funds of $872,360 from the Wastewater Utility Fund Balance to the Wastewater Treatment Plant Operations, Special Services account for these services.

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
In February 2022, the Municipal Utilities Department (MUD) conducted a hydrologic survey to measure the depth of a large diameter wastewater pipeline below the bottom of the San Joaquin River. The pipeline conveys secondary treated wastewater to the Regional Wastewater Control Tertiary Facility. The river bottom survey found that a portion of the pipeline requires additional cover to ensure the pipeline is protected from possible impacts that could cause failure as required by State Lands Commission regulation.

On June 9, 2023, the MUD advertised a Request for Proposals (RFP) for design services for the Depth of Cover Remediation for the 36-inch Diameter Pipeline Crossing the San Joaquin River. One firm submitted a proposal for this project. Staff evaluated the proposal and found VVH Consulting Engineers was qualified to provide the requested services.

If approved by the City Council, this action will award a Professional Engineering Services Contract in the amount of $872,360 to VVH Consulting Engineers to design the remediation for the depth of cover of the 36-inch pipeline and reinforce the cover for a nearby 60-inch pipeline that cross the San Joaquin River.

City of Stockton Printed on 3/15/2024Page 1 of 3
powered by Legistar™
156
File #: 24-0154, Version: 1

DISCUSSION
Background
Secondary treated wastewater is conveyed across the San Joaquin River for tertiary treatment as part of the Regional Wastewater Control Facility treatment process. Wastewater pipelines (36-inch and 60-inch) currently lie beneath and cross the San Joaquin River.

In February 2022, a river bottom survey was performed to locate the burial depth of the 36-inch diameter pipeline. The river bottom survey reported approximately 100 linear feet of the pipeline had less than 5 feet of cover. The remediation of the depth of cover is necessary to ensure pipeline protection as required by the State Lands Commission.

In addition, the Regional Wastewater Control Facility (RWCF) Modifications Project recently completed the construction of the East Bank Outfall. Discharge flow from the new outfall could displace river bottom cover over the nearby 60-inch wastewater pipeline crossing.

Present Situation
On June 9, 2023, the MUD advertised the project in the Stockton Record and posted it to the City’s Bid Flash webpage. A notice with a brief project description was emailed to five (5) engineering consulting firms with similar project experience. Additionally, 3,273 notifications were sent through Ask Stockton.

A non-mandatory pre-proposal meeting and job walk were held on June 21, 2023, with one (1) prospective design team in attendance (Longitude 123, Inc.). On July 20, 2023, one (1) sealed proposal was received and publicly opened by the City Clerk. VVH Consulting Engineers of Modesto, CA was selected. Staff negotiated a fee in the amount of $872,360 with VVH Consulting Engineers.

This fee is reasonable for the size and complexity of this project.

Staff recommends the City Council approve a resolution to award a Professional Engineering Services Contract in the amount of $872,360 to VVH Consulting Engineers of Modesto, CA for the design of Depth of Cover Remediation for the 36-inch Diameter Pipeline and reinforce cover for the 60-inch diameter pipeline crossing the San Joaquin River.

It is anticipated that the design will be completed by June 2025. Once the design is completed, staff will return to the Council to award a construction contract.

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

1. The scope of design services requires an engineering firm with unique experience in waterway, riverine, and river bottom design.

City of Stockton Printed on 3/15/2024Page 2 of 3
powered by Legistar™
157
File #: 24-0154, Version: 1

2. The use of the RFP process is appropriate for this Professional Engineering Services Contract because it relies on the evaluation of professional qualifications and performance as the basis for selection of a vendor.

3. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service.

4. The City does not have sufficient staff capabilities and expertise to coordinate and permit with neighboring agencies along the San Joaquin River and to design the project for bidding and construction in 2025.

This contract is for professional engineering design services and as such, not subject to Local Employment requirements or CEQA requirements.

FINANCIAL SUMMARY
An additional budget appropriation in Fiscal Year 2023-24 is recommended for project funding in the amount of $872,360 from the Wastewater Utility Fund Balance to the Wastewater Treatment Plant Operations, Special Services account.

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

City of Stockton Printed on 3/15/2024Page 3 of 3
powered by Legistar™
158

Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING FINDINGS AND AWARDING AN ENGINEERING

SERVICES CONTRACT TO VVH CONSULTING ENGINEERS FOR THE DEPTH OF COVER REMEDIATION FOR THE 36-INCH DIAMETER PIPELINE CROSSING THE SAN

JOAQUIN RIVER

In February 2022, the Municipal Utilities Department (MUD) conducted a hydrologic survey to measure the depth of a large diameter wastewater pipeline below the bottom of the San Joaquin River. The pipeline conveys secondary treated wastewater to the Regional Wastewater Control Tertiary Facility. The river bottom survey found that a portion of the pipeline requires additional cover to ensure the pipeline is protected from possible impacts that could cause failure as required by State Lands Commission regulation; and

On June 9, 2023, the MUD advertised a Request for Proposals for design services for the Depth of Cover Remediation for the 36 -inch Diameter Pipeline Crossing the San Joaquin River. One firm, VVH Consulting Engineer s, submitted a proposal for this project and was deemed qualified to provide the requested services; and

In addition, the RWCF Modifications Project recently completed the construction of the East Bank Outfall. Discharge flow from the new outfall could displace river bottom cover over the nearby 60-inch wastewater pipeline crossing; and

City staff negotiated a fee in the amount of $872,360 for the Professional Engineering Services contract with VVH Consulting Engineers of Modesto, CA to design the remediation of the depth of cover for the 36 -inch pipeline and reinforcement of cover for the 60-inch pipeline crossing the San Joaquin River; now, therefore,

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

1. Approve findings pursuant to Stockton Municipal Code section 3.68.070 in support of an exception to the competitive bidding process. These findings include:

a. The scope of design services requires an engineering firm with uniq ue experience in waterway, riverine, and river bottom design.

b. The use of the Request for Proposals process is appropriate for this Professional Engineering Services Contract because it relies on the evaluation of professional qualifications and performanc e as the basis for selection of a vendor.

c. Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service.

159

d. The City does not have sufficient staff capabilities and expertise to coordinate and permit with neighboring agencies along the San Joaquin River and to design the project for bidding and construction in 2025.

2. Award a $872,360 Professional Engineering Services Contract to VVH Consulting Engineers to design the Depth of Cover Remediation for the 36-inch Diameter Pipeline and reinforcement of cover for the 60-inch pipeline crossing the San Joaquin River, a copy of which is attached as Exhibit 1 and incorporated by this reference.

3. The City Manager or designee is hereby authorized and directed to execute all documents, including, but not limited to, agreements and amendments.

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

5. The City Manager is hereby authorized to reappropriate funds in the amount of $872,360 from the Wastewater Utility Fund Balance to the Wastewater Treatment Plant Operations, Special Services account for these services for Fiscal Year 2023-24.

PASSED, APPROVED, and ADOPTED March 19, 2024 .

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

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
160
1 (ZĞǀ͘ϭϬ.Ϯϳ.ϮϮ)

CITY OF STOCKTON

STANDARD AGREEMENT

1. This Agreement is entered into between the City of Stockton (“City”) and (“Contractor”)to provide
as set forth in Exhibit A to this Agreement.
_____________________________________________________________________________

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: Terminates on:
_____________________________________________________________________________

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.

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

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

Agreement Number:
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms Conditions
(d) Exhibit D –
VVH Consulting Engineers Professional Engineering Services December 1, 2023 December 31, 2026
872,360
Professional Services Special Terms & Conditions

H
Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline

J
([KLELW*6SHFLDO)XQGLQJ7HUPV &RQGLWLRQV 
,IDSSOLFDEOHFKHFNER[
<(6
____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

VVH Consulting Engineers
Michael Hayes, PE
430 Tenth Street, Modesto, CA 95354
12/01/2023
EXHIBIT 1
161
1 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives
Consultant shall perform engineering services necessary to permit and design the restoration of cover for a 36-inch diameter pipe crossing the San Joaquin River. In addition, reinforce the cover of a neighboring 60-inch diameter pipe crossing the San Joaquin River.

2. Project Scope

Task: 2.1 Project Initiation
Consultant shall work with City staff and the consultant team to initiate the project. Consultant’s work shall include, but not be limited to the following:
• Project Kick‐off Meeting: Host meeting with City staff, subconsultants, and other project stakeholders to discuss project goals, confirm project scope, and outline the target project schedule.
• Obtain relevant as‐built drawings within the vicinity of the project, as available.

Task: 2.2 Project Meetings
Consultant shall attend and conduct regularly scheduled project meetings with City staff and other project stakeholders throughout the duration of the project planning and design. Consultant’s work shall include, but not be limited to the following:
• Conduct bi‐weekly update meetings with City staff and other relevant participants.
• Distribute agendas in advance of meeting, and minutes upon conclusion of meeting. Maintain a running log of action items and responsible parties.

Task: 2.3 Pre‐Design Hydrographic Survey
For pre‐design surveys only, Consultant shall perform a hydrographic survey of the river section in order to profile the top of the existing pipeline crossings, as well as to establish the underwater grade and cross‐section of the river channel.

Work under this task shall include, but not be limited to the following:
• P re‐design ground penetrating radar (GPR) survey along the existing 36 inch and 60 inch pipeline alignments in order to establish top‐of‐pipe elevations. Survey shall be performed on a 10’x10’ grid spacing along the pipeline alignments.
• B athymetric survey of channel bottom and sides using sonar methods.

The survey shall include the underwater channel cross‐section to approximately 500 ft upstream and downstream of the pipeline crossings.

A multi‐beam echosounder (MBES) survey along the pipeline alignments shall be conducted to determine if pipeline is daylighting.

EXHIBIT 1
162
2 (Rev. 10.30.18)

Task: 2.4 Field Topographic Survey
Consultant shall perform a field topographic survey of the project site. The area of survey generally consists of the San Joaquin River adjacent to the City’s wastewater treatment plant, from approximately 500 ft downstream of the subject 36 inch pipeline, to approximately 500 upstream of the subject 60 inch pipeline.

The survey shall extend to approximately 100 ft from the outside edge of the levee access road, on each side of the river. Refer to the separate task item for the survey of the river channel cross‐section. Consultant’s work under this task shall include the following:
• P roject Surveyor shall research San Joaquin County record maps, surveys deeds and client‐supplied preliminary title reports for the adjacent property.
• P roject Surveyor shall review record maps, surveys and deeds, and compile a recorded document search map for conducting the field boundary survey.
• F ield Survey Crew shall establish project control on site referencing California State Plane coordinates, Zone 3 NAD 83.
• Perform survey on an approximately 50‐foot‐grid interval for the project area. The survey shall be performed utilizing GPS and/or conventional survey methods to collect such features as: existing ground, curbing, pavement markings, walls, fences, signs, visible utilities, utility invert information, edge of concrete, edge of pavement and other items pertinent for the design documents.
• Download the data collected in the field and create data files for delivery to the project surveyor.
• Perform the necessary office calculations to reduce field notes collected by the field crews prior to delivery to the office survey team. • Establish the location of existing utilities from field‐located facilities, record drawings and/or client supplied utility information.
• Integrate field survey CAD data with hydrographic survey CAD data to create a single survey base drawing.
• The project surveyor shall prepare a topographic map of the project site at an appropriate scale to include all features collected in the field, as well as 1‐foot contours with spot elevations and shall combine with the boundary survey. Survey shall be incorporated with the design drawings.

Task 2.5 Geotechnical Investigation
Consultant shall perform a geotechnical investigation for the site. Consultant’s work shall include, but not be limited to the following:
• Field Exploration: Perform a total of four (4) borings to a planned depth of 50 feet below ground level: One on each side of the riverbanks upstream of the project location, one on each side downstream of the project location.
• Subsurface Exploration Procedures: A truck or track mounted drill rig using continuous flight augers shall be utilized. Four samples shall be EXHIBIT 1
163
3 (Rev. 10.30.18)
obtained in the upper 10 feet of each boring and at intervals of 5 feet thereafter. Soil sampling is typically performed using thin‐wall tube and/or split‐barrel sampling procedures. In the split‐barrel sampling procedure, a standard 2‐inch outer diameter split‐barrel sampling spoon is driven into the ground by a 140‐pound automatic hammer falling a distance of 30 inches. The number of blows required to advance the sampling spoon the last 12 inches of a normal 18‐inch penetration is recorded as the Standard Penetration Test (SPT) resistance value. The SPT resistance values, also referred to as N‐values, are indicated on the boring logs at the test depths.

A 2½‐ inch O.D. split‐barrel sampling spoon with 2‐inch I.D. ring lined sampler shall be used for sampling. Ring‐lined, split‐barrel sampling procedures are similar to standard split spoon sampling procedure; however, blow counts are typically recorded for 6‐ inch intervals for a total of 12 inches of penetration. The samples shall be placed in appropriate containers, taken to a soil laboratory for testing, and classified by a Geotechnical Engineer.

The Consultant shall prepare field boring logs as part of standard drilling operations including sampling depths, penetration distances, and other relevant sampling information. Field logs shall include visual classifications of materials observed during drilling and our interpretation of subsurface conditions between samples. Final boring logs, shall be prepared from field logs, shall represent the Geotechnical Engineer's interpretation, and include modifications based on observations and laboratory tests. • Permitting: A drilling permit shall be required by the San Joaquin County Department of Environmental Health (DEH) for this project. Consultant shall be responsible for obtaining the DEH permit.
• Property Disturbance: Borings shall be backfilled with cement grout upon completion per the requirements of the DEH. Consultant is not responsible for repairs of the site beyond backfilling boreholes. Auger cuttings from borings shall be collected in a 55‐gallon drums and disposed of at a receiving facility off site. The cuttings shall be tested for the presence of environmental contaminants. After results of the testing are received, the drums shall be disposed of off‐site at a receiving facility assuming the test results resulted in clean and non‐hazardous soil.

Consultant shall assume the drummed soil is found clean and non‐ hazardous. If the testing results in hazardous soil, the Consultant shall consult with the City regarding the options for disposal and the associated fees. The drums shall be stored within the vicinity of the crossing for up to 3 weeks while the environmental characterization is performed.

Exploration efforts require borings into the subsurface, therefore Consultant shall comply with local regulations to request a utility location service through Underground Services Alert North 811 (USA). Consult with the landowner/client regarding potential utilities or other unmarked underground hazards. Based upon the results of this consultation, EXHIBIT 1
164
4 (Rev. 10.30.18)
Consultant shall consider the need for alternative subsurface exploration methods as the safety of our field crew is a priority.
• Laboratory Testing: The project engineer shall review field data and assign laboratory tests to understand the engineering properties of various soil strata. Exact types and number of tests cannot be defined until completion of fieldwork. The following laboratory testing shall be performed:
 Water content
 Unit dry weight
 Atterberg limits
 Grain size analysis and/or hydrometer
 Chemical analyses – pH, sulfates, chloride ion, electrical resistivity Based on the results of field and laboratory programs, the Consultant shall describe and classify soil samples in accordance with the Unified Soil Classification System (USCS).
• Engineering and Project Delivery: The results of the field and laboratory programs shall be evaluated, and a geotechnical engineering report shall be prepared under the supervision of a licensed professional engineer.

The geotechnical engineering report shall include the following:
 Boring logs with field and laboratory data
 Stratification based on visual soil classification
 Groundwater levels observed during and after the completion of drilling
 Site Location and Exploration Plans
 Subsurface exploration procedures
 Description of subsurface conditions
 Design parameters to be used for cover remediation including but not limited to Contech Armorflex (or similar) revetment mat systems (Assume tiedown anchors for pipeline support will not be required.)  Recommended foundation options and engineering design parameters
 Seismic site classification and code based seismic design parameters per the 2022 CBC. (Assumed the structure will not require a site‐specific ground motion hazard analysis and that the Structural Engineer shall utilize the exception specified in Section

11.4.8 of ASCE 7‐16).
• The typical delivery process includes the following:
 Project Planning – Proposal information, schedule, and anticipated exploration plan
 Site Characterization – Findings of the site exploration and laboratory results
 Geotechnical Engineering Report
When services are complete, a printable version of the completed report, including the professional engineer’s seal and signature, which documents the services.

EXHIBIT 1
165
5 (Rev. 10.30.18)
Task 2.6 Hydraulic Modeling
Consultant shall perform hydraulic modeling necessary to design the proposed cover remediation. Consultant’s work shall include, but not be limited to the following:
• Obtain river flows from Army Corps of Engineers, FEMA, State Water Boards or other source.
• Develop HEC‐RAS model for project reach of San Joaquin River based on bathymetry survey data.
• U se model to determine appropriate hydraulic parameters for the cover remediation design including velocity, shear stress, scour potential, and hydraulic impacts of proposed improvements. Three (3) scenarios are anticipated for this task.
• Prepare Technical Memorandum of hydraulic results to be included in Preliminary Design Report as an appendix.
• Prepare up to two (2) additional model runs during preparation of the Plans, Specifications, and Estimate for the project in order to address any new impacts due to further refined design.

Task 2.7 Preliminary Project Reports
Consultant shall perform an initial environmental review of the site and shall prepare preliminary project reports that shall be used as the basis of the project permit applications. Consultant’s work shall include, but not be limited to the following:

A. Site Assessment and Biological Resources Technical Report:

Consultant shall prepare a biological resources technical report (BRTR) to support California Environmental Quality Act (CEQA) documentation and regulatory permit applications for the Project. The BRTR shall be done in two phases with the initial phase to include a description of existing conditions, land cover types, potential for special‐status species, and provide an overview of permits required and associated timelines. One site visit shall be conducted by a biologist to document the jurisdictional boundaries of the Project Area and delineate any other wetlands or aquatic resources potentially subject to state and/or federal jurisdiction.

Any riparian areas or other sensitive habitat areas shall also be described and mapped. If any special‐status species are observed, they shall be reported in the findings. The first phase of the BRTR shall be conducted prior to development of a Project description and no analysis of potential impacts need to be prepared. The Consultant shall work with the Project engineer to develop a Project description and reduce impacts.

The second phase of the BRTR shall be conducted following completion of the Project description in Task 2.7‐C and update the BRTR to be suitable to support CEQA documentation. This shall include addition of the full Project description and analysis of impacts in accordance with EXHIBIT 1
166
6 (Rev. 10.30.18)
Appendix G of the CEQA Guidelines. The BRTR shall also include a map showing any jurisdictional boundaries within the Project Area.

B. Agency Pre‐Application Meeting: A pre‐application meeting with the Sacramento District of the Corps is recommended to be attended because of the large network of resource agencies that will be involved in this Project. In addition, initial feedback on potential conservation measures or other Project design recommendations will be helpful as the Project Description and design plans are developed. Meetings happen once per month, and the Consultant shall request the meeting and agencies recommended to be included. Typical agencies in attendance are US Fish and Wildlife Service, National Marine Fisheries Service, California Regional Water Quality Control Board (RWQCB), and California Department of Fish and Wildlife (CDFW). If accepted, the Consultant shall prepare the meeting materials including a brief presentation summarizing the anticipated Project and potential impacts. Meetings are typically virtual and no more than one hour in length, and no more than four non‐agency members for the Project can attend. The Consultant shall coordinate attendance but assumes at least one City shall be present.

C. Project Description Development and Coordination: After the Project reaches at least a 30% design level, Consultant shall develop a Project Description in collaboration with the Project team. The Project Description shall include all elements necessary to comply with CEQA and permit applications. Consultant shall also coordinate during the development of the Project Description on methods to avoid take of listed species such as work windows, best management practices, and other recommended avoidance and minimization measures. The Project Description shall include the following:
a. Project Location and Site Characteristics: Project location, size, relationship to other plans and uses.
b. Project Characteristics: Project components, materials, etc. c. Project Construction: Phases, excavation, foundations, schedule, staging, access, construction equipment, vehicle trips.

Task 2.8 CEQA Documentation and Regulatory Agency Applications Consultant shall prepare California Environmental Quality Act (CEQA) documentation and regulatory agency permit applications. Consultant’s work shall include, but not be limited to the following:

A. CEQA Categorical Exemption Documentation: Consultant shall evaluate the Project impacts on the environment according to the requirements of CEQA. It is assumed that the Project shall qualify as a Class 1 and/or Class 2 (CEQA Guidelines Section 15301 Existing Facilities and/or CEQA Guidelines Section 15302 Replacement or Reconstruction) exemption because it would repair existing pipelines with no expansion of use. Consultant shall prepare a Categorical Exemption EXHIBIT 1
167
7 (Rev. 10.30.18)
(CE) Memorandum to provide the substantial evidence required to demonstrate that the Project meets the criteria under CEQA Sections 15301 and/or 15302 and does not meet any of the Exceptions listed in CEQA Guidelines Section 15300.2. This would include an evaluation of the project’s effects on following:
 Cumulative Impacts. The CE Memorandum shall review the project’s effects on the environment in combination with other reasonably probable cumulative projects.
 Significant Effects due to Unusual Circumstances. The CE Memorandum shall document that the project would not result in significant effects due to unusual circumstances.
 Scenic Highways. The CE Memorandum shall analyze the project’s effects on scenic resources that are located within an officially designated State scenic highway.
 Historical Resources. The CE shall document that the project would not have any significant impacts on historic and historical archaeological resources based upon a Cultural Resources Study prepared by the Consultant in Task 2.8‐B.

Consultant shall prepare the CE for review by the City staff and file the Notice of Exemption (NOE) with the San Joaquin County Clerk and State Clearinghouse via the CEQAnet portal. Consultant shall also prepare an Administrative Draft of the CE and CE Memorandum for review by the City. This delivery shall include an electronic version in Microsoft Word and PDF formats. Upon receipt of comments, Consultant shall prepare a Draft CE for review by the City. Once the Draft is approved, a Final CE and CE Memorandum shall be prepared. The final deliverable shall be provided in electronic format via PDF. The City shall be responsible for payment of all required filing and CDFW CEQA review fees. If following the Project Description development (Task 2.7‐C) it is determined that the Project will not qualify for a CE, this task shall not be conducted, and an Initial Study/Mitigated Negative Declaration (IS/MND) shall be prepared as described in Optional Task 2.16‐D, below.

B. Cultural Resources Report: A cultural resources report is necessary to support the Corps Section 404 permit application for consultation under Section 106 and may be necessary to support CEQA for cultural resources and tribal consultation. Consultant shall prepare the cultural resources analysis for the Project Area. The cultural resources study shall be sufficient to satisfy federal requirements defined in Section 106 of the National Historic Preservation Act (NHPA) and California CEQA Guidelines (AB52/SB18). Consultant shall conduct a records search of the California Historical Resources Information System (CHRIS) held at the local Information Center (IC) for a one-mile radius surrounding the Project Area in order to identify any previously recorded sites and previous cultural resource studies documented within the study area. Consultant shall also request a search of the Sacred Lands File be conducted by the EXHIBIT 1
168
8 (Rev. 10.30.18)
Native American Heritage Commission (NAHC) in order to identify any areas of Native American heritage significance, Traditional Cultural Properties, and Tribal Cultural Resources. The NAHC will also provide a list of tribal groups and individuals which may have additional information on the Project Area. Consultant shall perform an intensive pedestrian survey of the Project Area. The pedestrian survey shall be conducted by a crew of one archaeologist. Any previously recorded sites located within the Project Area shall be relocated and their site documentation updated.

Any newly identified sites shall be recorded and all site records shall be submitted to the Central California Information Center (CCIC) for update or assignment of trinomial designators. At the completion of fieldwork, Consultant shall prepare an Archaeological Resource Management Records (ARMR) report in compliance with the Corps and also satisfy CEQA requirements. The report shall include recommendations for any additional cultural studies required for compliance or recommendations for avoidance of identified resources. Consultant shall respond to two rounds of comments from the Corps and/or local agency. The following assumptions apply to this task:
 No cultural resources will be identified.
 No archaeological or Native American monitors are included.  A detailed workplan will not be required.
 An ARPA permit will not be required.
 An ARMR formatted report will satisfy reporting requirements.  No testing or site mitigation is required.
 The survey will not include built environment resources.

C. CVFPB Encroachment Permit and Rivers and Harbors Act Section 408 Applications: The Project is within a regulated stream and Federal levee system, therefore approval from the Central Valley Flood Protection Board (CVFPB) shall be required via an encroachment permit and coordination with the Corps under Section 408 of the Rivers Harbors Act (RHA). Consultant shall have one meeting with the CVFPB and Corps early in the Project phase to understand if the CVFPB shall lead coordination and application reviews with the Corps (Sections 10 and 408), RWQCB, and California State Lands Commission (SLC), and act as lead for the process. If possible, Consultant shall work to have CVFPB attend the pre‐application meeting described in Task 2.7‐B above. This could reduce time in each of the associated tasks in this scope.

Regardless of whether CVFPB takes lead with the RWQCB and SLC, CVFPB is expected to coordinate with Corps Section 408 review. The Project is not anticipated to impact the federal levees, and this task assumes no formal Section 408 approval shall be required or the Project meets a Categorical Permission.

Consultant shall prepare the CVFPB encroachment application forms and coordinate the required information from the City and Project team EXHIBIT 1
169
9 (Rev. 10.30.18)
members including plan sets and cross‐section views. The CVFPB requires a hard copy of the application forms which the Consultant shall prepare, coordinate for wet ink signatures, and mail. All coordination time with CVFPB and Corps Section 408 staff including after application submittal is included in this task. The following assumptions apply to this task:
 Payment of permit fees is the responsibility of the City.  City shall provide the names and addresses of adjacent property owners required to be listed on the encroachment permit application.

D. Corps RHA Section 10/CWA Section 404 Permit Application: The Corps regulates the placement of fill within jurisdictional Waters of the U.S. under Section 404 of the Clean Water Act (CWA) and Section 10 of the Rivers and Harbors Act. At a minimum the proposed Project would require work below the high tide line and require Corps authorization, and wetlands may be present on the levee banks. The Corps would likely authorize the Project under Nationwide Permit (NWP) #58 and not require compensatory mitigation for the proposed Project. A Pre‐construction Notification (PCN) shall be required because of impacts within Section 10 jurisdiction and presence of species listed under the federal Endangered Species Act (ESA).

Consultant shall prepare the necessary permit application materials, including the PCN form, figures approximating the Corps’ jurisdiction within the Project Area, and a supplemental information package which includes information on the volume of fill the proposed Project would place within Corps jurisdiction. Consultant shall act as the agent for the submittal and respond to any questions or comments the Corps may have concerning the Project. Consultant shall follow‐up with agency staff to ensure timely review and approval of the application under Task 2.8‐J.

The Corps under this permit application is anticipated to be the lead federal agency based on the largest proportion of work occurring under this permit and within Corps jurisdiction. As such, it is anticipated the Corps will require ESA Section 7 consultation because of the potential presence of listed species and Essential Fish Habitat (EFH) in the San Joaquin River. A Section 7 Biological Assessment with an EFH Analysis is scoped separately under Task 2.8‐F, below. The Corps will also require a cultural resources report to support its consultation with the State Historical Preservation Officer (SHPO) under Section 106 of the National Historic Preservation Act. This report is scoped separately under Task 2.8‐ B, above.

E. RWQCB CWA Section 401 Permit Application: Under Section 401 of the CWA, the Central Valley Regional Water Quality Control Board EXHIBIT 1
170
10 (Rev. 10.30.18)
(RWQCB) must certify that the NWP issued by the Corps is consistent with State water quality standards. In addition, under the State Porter‐ Cologne Water Quality Control Act, the RWQCB has jurisdiction over activities occurring up to top of bank (TOB). The proposed Project shall need to submit a request for 401 Water Quality Certification to comply with federal and state regulations. Should the agency meeting in Task 2.7‐B not qualify as the pre‐application meeting as required by Section 401 guidelines or the RWQCB does not attend that meeting, this task includes time for the required pre‐application meeting. This meeting is to address Project details, permit pathway, and application needs such as a mitigation plan.

Consultant shall prepare the necessary 401 Water Quality Certification application materials, including the Central Valley RWQCB’s 401 Water Quality Certification form, figures approximating the RWQCB’s jurisdiction within the Project Area, and a supplemental information package which includes information on the volume of fill and the size of structures the proposed Project would place within the RWQCB’s jurisdiction. This task includes one round of review and incorporation of comments on a draft permit application package from the RWQCB. Consultant shall act as the agent for the submittal and respond to any questions or comments the RWQCB may have concerning the Project. Consultant shall follow‐up with agency staff to ensure timely review and approval of the application under Task 2.8‐J. The following assumptions apply to this task:
 Payment of permit fees is the responsibility of the City.  Habitat Mitigation and Monitoring Plan (HMMP) is not required. If RWQCB requires an HMMP, this shall be prepared under optional

2.15 below.
 No alternatives analysis is required.
 Future revisions in CWA 401 regulations may result in increased level of effort for the application process. Should this be determined necessary, a change order would be approved prior to conducting the additional work.

F. Endangered Species Act and EFH Consultation Biological Assessment: It is anticipated that the Corps will determine that the Project may have adverse effects on federal ESA‐listed species, and that with conservation measures such as work windows to avoid take, informal consultation under Section 7 of the ESA would be required.

Species anticipated to require consultation include green sturgeon, steelhead, Chinook, Delta smelt, longfin smelt, and giant garter snake.

Although the City of Stockton is a Permittee as part of the San Joaquin County Multi‐Species Habitat Conservation and Open Space Plan (SJMSCP), the SJMSCP does not cover listed fish species. Therefore, the Project will need to consult separately for fish species. Consultant shall EXHIBIT 1
171
11 (Rev. 10.30.18)
use the BRTR (Task 2) as a basis to prepare a Section 7 Biological Assessment (BA) in conformance with ESA standards and include a full project description, conservation measures, habitat conditions, and analysis of effects. Based on the high degree of overlap in analysis for species under the jurisdictions of the USFWS and NMFS, namely fish species, a single Section 7 BA will be prepared for submittal to each agency. In addition, a discussion of Essential Fish Habitat (EFH) will be included for NMFS consultation.

As part of this task Consultant shall also prepare and submit the SJMSCP application to the San Joaquin Council of Governments for coverage for impacts to giant garter snake. Consultant shall work with the project team and regulators to ensure that all information is made available for the application. This task assumes one revision of the Section 7 BA.

Consultant shall follow‐up with agency staff to ensure timely review and approval of the consultations under Task 2.8‐J.

The following assumptions apply to this task:
 Project can be designed such that take will be avoided and only federal informal consultation is required.
 No take of state listed fish will occur, and no California Endangered Species Act permit is required. If take may occur, preparation of a California Endangered Species Act (CESA) permit application will occur under optional Task 2.15.

G. CDFW Streambed Alteration Agreement Notification: Under Section 1602 of California Fish and Game Code (CFGC), a Lake or Streambed Alteration Agreement (SAA) is required from CDFW for activities that modify the physical characteristics of a stream or lake and activities that may affect fish and wildlife resources that use the stream or lake and surrounding habitat (i.e., riparian vegetation or wetlands). The CDFW requires any person who may affect the physical characteristics of a perennial, intermittent, or ephemeral river, stream, or lake to request a Section 1602 SAA. The SAA notification requires completion of an application form and Project environmental questionnaire, and inclusion of supplemental data regarding issues covered in the Project questionnaire.

Consultant shall prepare the application using the prior agreement information, the current standard forms and attachments, and additional information, such as site plans, maps, and the BRTR, needed to support application processing. The complete 1602 permit application shall be submitted to CDFW electronically via the CDFW EPIMS system following City review. This task includes coordination time with the City for EPIMS account, submittal, and approvals. Consultant shall follow‐up with agency staff to ensure timely review and approval of the application under Task 8‐ J. The following assumptions apply to this task:
 P ayment of permit fees is the responsibility of the City.

EXHIBIT 1
172
12 (Rev. 10.30.18)
 (Habitat Mitigation and Monitoring Plan) HMMP is not required. If CDFW requires an HMMP, this shall be prepared under optional Task 2.15.

H. State Lands Commission Notifications and Coordination: The Project area is located on the San Joaquin River in lands owned by the State of California and managed by the California State Lands Commission (SLC). The City has two active SLC leases, one for the 36‐ inch pipeline and a separate lease for the 60‐inch pipeline, both of which include repair and maintenance of the pipelines. Therefore, it is assumed that no modifications to the SLC leases shall be necessary. Under this task the Consultant shall review the preliminary design report prior to submittal to the SLC. It is assumed the SLC will require review of the design report as part of the existing lease agreements. Consultant shall coordinate the submittal of the design report to SLC and comments received from SLC on the report. This task includes preparation of a letter which shall provide the project description and purpose, schedule, recent bathymetry survey results, and preliminary design plans. Time is included in this task for at least one meeting with SLC staff and no more than ten (10) hours of response to comments.

I. Reclamation District 404 Encroachment Permit : The Project will require access and work from a federal levee. Reclamation District (RD) 404 is responsible for maintaining the eastern levee of the Project site that access shall be staged from, and an encroachment permit will be required.

Consultant shall prepare and submit the Encroachment Permit and coordinate with the Project team for information including access needs, anticipated Project timing, and schedule.

J. Regulatory Agency Communications: This task covers
communications including responses to requests for information with the resource agencies following submittal of the permit applications described in Tasks 8‐A thru J. Consultant shall be available to attend up to two meetings with the City and regulatory agencies as needed. From time to time, resource agencies make requests and require information or substantial revisions that is beyond the bounds of normal expectations for projects of similar size and scope. If this situation arises, Consultant shall notify the City immediately and discuss the best path forward for the Project, including whether or not additional supplemental budget may be necessary. In addition, Consultant shall coordinate the in‐lieu fee credit purchase if compensatory mitigation is determined to be required. This task assumes no more than six (6) hours of coordination may be necessary for credit purchase. This task also includes time to review draft permits and make recommendations to the City to accept the permit conditions or request modifications.

EXHIBIT 1
173
13 (Rev. 10.30.18)
Task 2.9 Preliminary Design Report
Consultant shall provide preliminary design services for the cover remediation of the existing 36” and 60” pipeline, taking into consideration the proposed new 60” outfall. Work under this task shall include, but not be limited to the following:
• Develop alternative concepts for remediating the cover of the proposed pipelines. Compare alternatives based on such factors as cost, schedule, and feasibility to determine preferred alternative.
• Prepare preliminary construction drawings of the preferred alternative including:
 Cover Sheet
 Plan & Profile drawings of pipeline crossings showing existing grade of channel and pipeline, proposed grade of remediated cover. Provide impact quantities table including areas and volumes of fill, excavation, concrete, or other materials within the channel.  Typical cross‐sections of proposed cover remediation as necessary to show the design intent.
 Preliminary specifications and/or details showing proposed materials to be used in cover remediation.
• Prepare 30% Design Development Plans showing proposed construction staging and sequencing of project. Include staging areas, equipment access areas, cofferdams, dewatering of the channel, and other information relevant to sequencing of the work.
• Prepare preliminary construction cost estimate for project. • Prepare Preliminary Design Report including the following content:
 Comparison of proposed alternatives and narrative of basis for selection of preferred alternative.
 Preliminary construction drawings and cost estimate.
 Preliminary construction staging / sequencing drawings.  Drawings highlighting environmentally sensitive areas, as applicable.
 Narrative of unique constraints and challenges for project.  Description of proposed permitting requirements and estimated timelines.
 Additional drawings and/or narrative as necessary to describe design methodology, and convey design intent.
• Consultant shall perform a technical peer review of the Preliminary Design Report, 30% Plans, and associated calculations and reports. Comments resulting from this review shall be incorporated into the final Preliminary Design Report.
• Conduct and attend one (1) workshop with City staff, project team, and other project stakeholders prior to finalization of Preliminary Design Report.
• Upon completion of workshop, Consultant shall update the Preliminary Design Report as necessary to incorporate any comments. A complete draft of the Preliminary Design Report shall then be submitted to City staff for review. Consultant shall then update the report to address review EXHIBIT 1
174
14 (Rev. 10.30.18)
comments and then submit the final draft of the Preliminary Design Report to the City.

Task 2.10 Plans, Specifications, and Estimates (PS&E)
Contractor shall prepare improvement plans, specifications, and estimates per City of Stockton standards for the proposed cover remediation of the 36 in pipeline, and potentially the 60 in pipeline, crossing the San Joaquin River, taking into consideration the proposed new 60‐inch outfall structure. The PS&E shall be based on the design presented in the Preliminary Design Report, and agreed to by Client.

PS&E shall be submitted to the City for review at the 60% and 100% completion milestones. (Note: It is intended to prepare and submit 30% PS&E as part of the Preliminary Design Report task.) Upon receipt of comments from the 100% PS&E, Consultant shall prepare and update the Final PS&E to address all comments. All submittals shall be made via electronic transfer using PDF’s except the Final PS&E, which shall be submitted in both electronic and hardcopy format.

It is understood that Consultant shall prepare technical specifications, while the City shall be responsible to prepare “front‐end” specification Divisions 0 and 1 for incorporation into a bid book.

Final Plans and Specifications shall be sealed and signed by the California‐ licensed Civil Engineer in responsible charge of the engineering services.

Consultant’s work shall include, but not be limited to the following:
• Prepare civil improvement plans including:
 C over Sheet: Sheet Index; Vicinity Map; Project Plan View; Survey Benchmarks; Utility companies’ contact information; agency approval signature blocks (as required)
 General Notes Sheet(s): General project notes for the contractor; City of Stockton standard notes; General compliance notes for National Pollutant Discharge Elimination System (NPDES), San Joaquin Valley Air Pollution Control District (SJVAPCD), other regulatory requirements as applicable
 Construction Details Sheets: Typical construction details for project‐ specific features; details for revetment system(s); typical cross‐ sections.
 T opography and Demolition Sheet(s): Topographic map of existing conditions; removal of existing features (as applicable); areas of disturbance; instructions to contractor regarding any existing materials or equipment to be returned to City or to be salvaged for reuse; survey benchmarks; include environmentally sensitive areas, as applicable.
 Plan and Profile Sheet(s)
EXHIBIT 1
175
15 (Rev. 10.30.18)
• Plan view showing dimensions and extents of proposed
cover remediation improvements; spot grades and slopes at match lines and other areas as necessary to construct
crossing; existing features in the vicinity of the work; sheet‐ specific notes and instructions to the; general information and references to plan details.
• Profile view showing existing grade of pipeline and grade over pipeline; stations of proposed improvement and existing channel features; proposed grades and slopes of remediated cover over pipeline; ordinary low and/or high water levels as required for project permitting.
• Summary table of impacts to waterway as necessary for permitting, such as area/volume of fills, excavations,
materials placed, and/or disturbances.
 Construction Staging and Sequencing Sheet(s): Conceptual plan showing staged dewatering of channel for proposed construction; conceptual location of temporary cofferdam arrangement; potential locations for equipment staging; proposed equipment access routes.
 Erosion and Sediment Control Plan Sheet: Specification and location of storm water Best Management Practices (BMPs) for construction activities in accordance with NPDES as implemented through California storm water regulations, City of Stockton Municipal Separate Storm water Sewer System (MS4) permit requirements, and California Stormwater Quality Association (CASQA) guidelines. Locations of construction entrances, material storage areas, construction materials washdown areas, portable restrooms, stockpiles, equipment storage areas, and refueling areas shall be determined in consultation with City staff.  Erosion and Sediment Control Construction Details Sheet:

Construction details for BMPs identified in Erosion and Sediment Control Plan
• Prepare Engineer’s Opinion of Probable Construction Costs (“Engineer’s Estimate”): The Engineer’s Estimate shall include detailed quantities of the various items of work, along with estimated unit costs, and total costs. Unit costs shall be based on bid results from similar projects, Caltrans cost data, and the engineer’s judgement.
• Prepare Technical Specifications: Technical Specifications describing work requirements shall be prepared in Construction Specifications Institute (CSI) format. Specifications shall include references to industry specifications, and requirements for materials, construction, inspection, and payment.
• Subconsultants shall perform an additional technical peer review of the Plans and Specifications, and associated calculations and reports prior to finalization of the 90% submittal. Comments resulting from this review shall be incorporated into the final Plans and Specifications.

EXHIBIT 1
176
16 (Rev. 10.30.18)

Task 2.11 Engineering Support During Bidding and Construction Consultant shall provide civil engineering services in support of the project during bidding and construction activities which are not specifically included in other task items. Examples of this work may include, but not be limited to the following:
• Prepare PS&E addenda.
• Prepare and update conformed PS&E to incorporate any addenda issued during bidding or construction.
• Review of up to five (5) submittals, including a single resubmittal each. • Respond to up to five (5) Requests for Information (RFI’s). • Attendance of up to four (4) construction meetings. Meetings are assumed to be held onsite, with an average duration of 1 hour.
• Coordination with consultants, contractors and other parties involved with the project, as directed by City.
• Preparation of record drawings upon completion of construction noting changes from approved plans.

Task 2.12 Environmental Construction Phase Services
Consultant shall provide construction phase services required for compliance with the agency permits for the project. Work under this task shall include, but not be limited to the following:

A. Final Project Plans, and Construction Documents Review:

Under this task Consultant shall review the final design plans and draft construction bid sets to ensure incorporation of permit conditions and compliance. Correspondence on findings shall be via email or virtual meetings. No formal memorandum or write‐up is included. Up to 30 hours of design and construction document review and coordination time is included in this task.

B. As-Needed Client and Agency Coordination: Under this task, Consultant shall conduct typical agency notifications and coordination such as RWQCB commencement of construction and completion notices. This task also includes coordination with the Client and City, scheduling, coordination with the construction contractor, invoicing, and other project management tasks. Time is included to submit biologist resumes for approval by CDFW. Consultant assumes approval shall be required for biologists conducting survey and monitoring tasks. One site visit is included in this task for a post‐ construction site walk and photo point documentation if a biological monitor is not present on the final day of construction. In addition to the site visit and agency notifications, this task assumes up to 40 additional hours of project management and communications may be needed. Post‐construction reports and as‐built reports shall be completed under Task 12‐C. The following assumptions apply to this task:

EXHIBIT 1
177
17 (Rev. 10.30.18)
 Construction will be completed within one (1) season.  Notifications are limited to brief emails to agencies.  Coordination for approval of qualified biologists is limited to 5 hours.

C. Post‐construction Reports: Following completion of construction, an as‐built report including the pre‐ and post‐ photo documentation shall be prepared in accordance with Corps. RWQCB, and CDFW permit conditions. This task shall require coordination with the Project construction contractor and/or engineer for the 100% plan set with mark‐up on changes during construction. It is assumed that separate notices of completion shall be required for RWQCB, Corps, and CDFW, and Consultant shall prepare three separate reports.

Consultant shall coordinate and submit these notices and as‐built reports prior to deadlines identified in the permits. One draft shall be submitted to the City for review prior to submittal to the agencies.

Task 2.13 Post‐Construction Verification Survey
Consultant shall perform a post‐construction bathymetric survey over the existing 36‐inch and 60‐inch pipe crossings of the San Joaquin River. Work under this task shall include, but not be limited to the following:
• Perform bathymetric survey of river channel bottom and side slopes from top‐of‐bank to top‐of‐bank.
• Prepare plan and profile drawings showing grade of top of existing pipelines, surveyed finish grade over pipelines, water level and top of bank.
• Prepare summary report describing survey methodology, plan & profile drawings, typical river cross‐section and certification the repairs meet or exceed the required minimum 5 feet of cover over the pipeline. Report shall be signed and sealed by a Civil Engineer licensed in the State of California.

Task 2.14 Additional Owner Directed Services
Consultant shall provide additional engineering support for the project which is not already included in other task items, as directed by the City of Stockton.

Examples of work under this task could include the following:
• Attend and coordinate additional meetings
• Prepare additional cost estimates
• Prepare additional exhibits
• Provide additional engineering assistance and/or coordination in support of the project

Task 2.15 Optional CEQA and Permitting Tasks
This task includes optional CEQA and Permitting services performed by the Consultant that may be required as a result of unforeseen permit conditions, additional information discovered during the design process, or other factors.

Task description and cost may require updating based on final permit conditions.

EXHIBIT 1
178
18 (Rev. 10.30.18)
Consultant shall not proceed with work under these tasks unless duly authorized by the City. Work under this task includes the following:

A. CEQA Initial Study/Mitigated Negative Declaration (Optional): If it is determined that the Project is ineligible for either a Class 1 or Class 2 Categorical Exemption from CEQA due to unusual circumstances that result in a reasonable possibility that the Project could have a significant environmental effect, Consultant shall prepare an Administrative Draft Initial Study/Mitigated Negative Declaration (IS/MND) for the proposed Project utilizing the Appendix G Thresholds of Significance from the current version of the State CEQA Guidelines. The IS/MND shall evaluate the proposed Project’s potentially significant impacts as the Project relates to the environmental topics in the CEQA Guidelines Appendix G Initial Study Checklist. Existing reports already prepared for the Project Area shall be used to the maximum extent feasible, such as the BRTR (Task

2.7‐A) and cultural resources report (Task 2.8‐B).

Consultant shall submit the Administrative Draft IS/MND to the City for review. It is assumed that the comments from the City will be consolidated into one set, which will aid the team in completing the documents in the most timely and efficient manner. Consultant shall prepare one copy of a Screencheck Draft IS/MND that the City can review to confirm that all comments have been addressed.

Upon approval of the Screencheck Draft IS/MND, Consultant shall prepare a Draft IS/MND and submit it to the City. Consultant shall produce and circulate the Notice of Intent (NOI), as well as any other CEQA noticing requirements, including the Notice of Completion (NOC) and project summary form to the State Clearinghouse CEQANet Portal. It is assumed that the City shall be responsible for helping prepare the mailing list and pay for any notices in the local newspaper. The City’s signature shall also be required for applicable CEQA noticing requirements.

Following completion of the 30‐day public review period, Consultant shall respond to any agency and public comments that were submitted during the IS/MND public review period. The extent of work necessary to complete the Final IS/MND is contingent upon the number and nature of public comments received after the IS/MND is circulated. For the purposes of this proposal, Consultant shall assume it will require up to 16 hours to respond to any comments on the IS/MND. As a part of this task, Consultant shall also prepare the Mitigation Monitoring and Reporting Program (MMRP) for the Project. Consultant shall prepare a Final IS/MND including the Response to Comments, MMRP, and Appendices.

Consultant shall be responsible for the preparation and filing of the Notification of Determination (NOD) with the County Clerk within five (5) EXHIBIT 1
179
19 (Rev. 10.30.18)
days of project approval whereas the City shall be responsible for payment of all required filing and CDFW CEQA review fees.

2.16 Optional Construction Compliance Services
This task includes optional construction phase services performed by the Consultant that may be required as a result of additional permit conditions, additional information discovered during the design process, or other factors.

Task description and cost may require updating based on final permit conditions.

Consultant shall not proceed with work under these tasks unless duly authorized by the City. Work under this task includes the following:

A. Preconstruction Surveys and Photo Point Establishment (Optional): It is assumed that a pre‐construction survey will be required for giant garter snake and western pond turtle within 24 hours prior to the start of initial ground disturbance. In addition, if project activities are initiated within the nesting season (typically described as February 15 – August 31), a preconstruction survey for nesting birds including Swainson’s hawk will be required within 7‐14 days prior to the start of initial ground disturbance. Consultant shall assume up to two (2) site visits by a qualified biologist to conduct these surveys in compliance with Project permits and standard best management practices. If the Project is initiated outside of the nesting season, that survey shall not be conducted.

During one of the pre‐construction surveys, Consultant shall establish photo points to document pre‐ and post‐ construction conditions as is typically required by RWQCB Certifications.

One letter report describing the methods and results of the surveys shall be prepared and submitted to the City to document compliance and any agencies as required by final permit conditions. If giant garter snake, western pond turtle, or an active bird nest are detected, Consultant shall implement the conservation measures as described in the final permits which may include work exclusion zones. This task may be modified depending on final permit conditions.

The following assumptions apply to this task:
 No more than two pre‐construction surveys are required.

B. WEAP Training Session for Personnel (Optional): A standard measure in most permits is a Worker Environmental Awareness Program (WEAP) for construction personnel. Consultant shall develop a WEAP that includes a discussion of the biology and general behavior of any sensitive species that may be in the area, how they may be encountered within the work area, and procedures to follow when they are encountered.

Translation into any other language will be provided by a member of the crew. This task will require one (1) site visit to provide the WEAP in person to construction personnel no later than the first morning prior to the start of work. It is assumed that a biological monitor will be required to be on site EXHIBIT 1
180
20 (Rev. 10.30.18)
with initial ground disturbance, and the biological monitor will conduct the WEAP. No separate site visit is included in this task.

The following assumptions apply to this task:
 No separate site visit is needed to conduct the WEAP.  No additional languages other than English are required for the WEAP.

C. Biological Monitoring (Daily Rate) (Optional): A qualified biologist shall be on site to monitor compliance with permit conditions. Consultant shall assume conditions that shall require full day monitoring by a qualified biologist and monitoring may include needing to measure water quality and turbidity. The qualified biologist shall conduct the daily inspections at the beginning of each workday and stay until work is completed or as otherwise described in permits. This proposal assumes the work window will be from June 1 to October 15, and provide approximately 75 working days, if restricted to weekdays.

The following assumptions apply to this task:
 Biologists will be required to be on‐site for no more than 9 hours per day.
 Water quality monitoring will be limited to standard turbidity monitoring such as with a Hanna instrument or visual observations.  No in‐progress agency reporting is included.
 A daily rate is provided in this proposal, and no more than 75 days is anticipated for monitoring.

D. Archaeological Worker Training and 1 Resource Documentation (Optional): Based on previous project permits, it is assumed no daily monitoring by a qualified archaeological or Native American monitor will be required. However, a worker training session will be required, and an inspection will be required if a cultural resource is observed during construction. Consultant shall provide these services. Consultant shall provide a qualified archaeological monitor to prepare and present one worker training to construction crews, and a daily rate is provided for any cultural resource detections. Each workday shall have a minimum of a 4‐ hour charge, and there is also a 4‐hour minimum charge (a show up charge) if work is cancelled for the day without prior notification. Should unanticipated finds be made during construction activities, evaluation of their significance may be required for CEQA compliance. Consultant shall temporarily halt work within the required distance of the discovery, conduct a site visit, and coordinate with the project team.

Consultant shall prepare draft and final letter reports to document the resource find, and this task assumes minimal reporting work will be required. No more than 12 hours of follow‐up reporting time is included.

EXHIBIT 1
181
21 (Rev. 10.30.18)
Dependent on the resource and agency filing needed, additional work may be required beyond the 12 hours, and a change order may be required.

Revisions to the draft, based upon one round of comments, shall be provided within ten days of receipt of such comments.

The following assumptions apply to this task:

No daily monitoring is required.

One worker training session shall be provided.

Only one (1) cultural resource shall be detected and require follow‐up and reporting. The follow‐up and reporting work shall require no more than 12 hours.

3. Major Deliverables

Task: 2.1 Project Initiation
The deliverables for this portion of the work program shall be:
• Copies of meeting agenda & minutes, other meeting materials. • Preliminary project schedule

Task: 2.2 Project Meetings
The deliverables for this portion of the work program shall be:
• Copies of meeting agenda & minutes, other meeting materials.

Task: 2.3 Pre‐Design Hydrographic Survey
The deliverables for this portion of the work program shall be:
• Pre‐design Hydrographic Survey. Plan and profile drawings of existing pipeline and existing channel bottom shall be incorporated into drawings prepared with Preliminary Design Report. Hydrographic survey data shall be integrated with above water field topographic survey to create a combined survey base drawing.

Task: 2.4 Field Topographic Survey
The deliverables for this portion of the work program shall be:
• Boundary and topographic survey in AutoCAD format and incorporated into design drawings

Task 2.5 Geotechnical Investigation
The deliverables for this portion of the work program shall be:
• Project Geotechnical Report (PDF)

Task 2.6 Hydraulic Modeling
The deliverables for this portion of the work program shall be:
• Hydraulic Analysis Technical Memorandum (PDF, hardcopy) • Model Run Data Files

Task 2.7 Preliminary Project Reports
EXHIBIT 1
182
22 (Rev. 10.30.18)
The deliverables for this portion of the work program shall be:
• Biological Resources Technical Report
• Summary of review of State Lands Commission Lease
• Pre‐application meeting agenda / minutes
• Project Description

Task 2.8 CEQA Documentation and Regulatory Agency Applications The deliverables for this portion of the work program shall be:
• Cultural Resources Report
• CEQA Documentation
• Resource Agency Coordination and Permits:
 State Lands Commission
 Central Valley Flood Protection Board (CVFPB)
 U.S. Army Corps of Engineers (Corps) Rivers and Harbors Act (RHA) Section 408
 Corps RHA Section 10 and Clean Water Act (CWA) Section 404  Regional Water Quality Control Board (RWQCB) CWA Section 401  Endangered Species Act (ESA) and Essential Fish Habitat (EFH) Consultations
 California Department of Fish and Wildlife (CDFW) Streambed Alteration Agreement Notification
 Reclamation District 404 Encroachment

Task 2.9 Preliminary Design Report
The deliverables for this portion of the work program shall be:
• 30% Design Development Plans (PDF)
• Preliminary Design Report ‐up to three (3) bound hardcopies and PDF.

Report shall be submitted as a progress draft prior to, or concurrent with, workshop; completed draft upon completion of workshop; and final draft upon receipt of comments from City on completed draft.
• Copies of correspondence, meeting agendas, meeting minutes.

Task 2.10 Plans, Specifications, and Estimates (PS&E)
The deliverables for this portion of the work program shall be:
• Improvement Plans ‐60%, 90%, 100%, and Final (PDF w/Final Plans provided in mylar hardcopy)
• Engineer’s Opinion of Probable Construction Costs ‐60%, 90%, 100%, and Final (PDF, MS Excel)
• Technical Specifications ‐60%, 90%, 100%, and Final (PDF, MS Word)

Task 2.11 Engineering Support During Bidding and Construction The deliverables for this portion of the work program shall be:
• Copies of all documents prepared: addenda, RFI’s responses, submittal responses, correspondences (PDF)
• Record Drawings (PDF, Mylar hardcopy)

EXHIBIT 1
183
23 (Rev. 10.30.18)
Task 2.12 Environmental Construction Phase Services
The deliverables for this portion of the work program shall be:
• Copies of all documents prepared: (PDF)
• Post‐construction Reports (PDF)

Task 2.13 Post‐Construction Verification Survey
The deliverables for this portion of the work program shall be:
• Post‐Construction Verification Survey Report (PDF)

Task 2.14 Additional Owner Directed Services
The deliverables for this portion of the work program shall be:
• Meeting Notices, Agendas and/or Minutes (PDF)
• Copies of applicable correspondence (PDF)
• Copies of exhibits (PDF)
• Copies of estimates (PDF)

Task 2.15 Optional CEQA and Permitting Tasks
If these services are required, the deliverables for this portion of the work program include:
• I S / MND

4. General Limitations & Conditions

In addition to any limitations and conditions noted in the other parts of this Contract, the following limitations and conditions apply to this work.

4.1 Consultant cannot guarantee that any Approving Authority will approve any portion of this project. Payment of Consultant fees is not contingent on receipt of approvals or the length of time required for the Approving Authority to grant approvals.

4.2 This Contract assumes that cover remediation will be accomplished by placement of engineered rip‐rap / soil fill, manufactured concrete revetment, or similar revetment mattress. If the preferred design alternative is substantially different than one of these methods, Consultant shall negotiate a revised scope and fee with the City for additional services, if applicable. Examples of such instances include reconstruction / installation of new pipelines, pump stations, structure modification, modification of treatment plant improvements, or extensive concrete lining of the channel.

4.3 The fee for Plans, Specifications, and Estimates (PS&E) described in Section

2.10 includes preparation of PS&E based on a design concept presented in the Preliminary Design Report, or as otherwise directed by the City. The fee also includes an anticipated amount of revision and refinement to the PS&E due to the normal plan review process as it advances through the preparation of 60%, 90%, 100% and Final PS&E. However, substantial revisions to the PS&E or major design changes due to comments received by regulatory agencies during EXHIBIT 1
184
24 (Rev. 10.30.18)
the permitting process are not included in the scope of services. Consultant shall review comments received by regulatory agencies and shall advise the City in advance if said comments are expected to result in substantial design changes that are outside the scope of services. In such instances, the Consultant shall negotiate a revised scope and fee with the City for additional services, if applicable.

4.4 In providing opinions of probable cost, it is recognized that neither the City nor Consultant has control over the costs of labor, equipment, or materials, or over the Contractor’s methods of determining prices or bidding. Opinions of probable cost are based on Consultant’s reasonable professional judgment and experience and does not constitute a warranty, express or implied, that the Contractor’s bids or the negotiated price of the Work will not vary from the Cities budget or from any opinion of probable cost prepared by the Consultant.

4.5 This Contract includes the following additional assumptions, limitations, and conditions to environmental analyses and regulatory agency permitting work for the project performed by the Consultant:

4.5.1 Any biological survey, assessment, or other reconnaissance is dependent on current conditions, and the data obtained may not be accurate or applicable in subsequent years.

4.5.2 The Project shall need to establish a Project Area boundary to provide agencies with the application materials described herein.

Consultant shall prepare a Project Area boundary in coordination with the City. The Project Area shall represent the entire area where the proposed Project would be implemented, including any access or staging routes.

Should the City need to revise the Project Area boundary after the boundary is finalized, the Consultant may require additional budget to update application materials with the revised Project Area boundary.

4.5.3 A final Project Description shall be completed prior to initiation of CEQA documentation and Regulatory Agency Applications to allow the Consultant to assess the proposed Project’s impacts to potentially jurisdictional areas. Should the Project Description be adjusted after initiation of tasks and analysis of impacts, additional work may be necessary on work products and necessitate additional funds.

4.5.4 No sediment testing or analyses are required for the regulatory permit application approvals.

4.5.5 The Project will qualify as categorically exempt under the National Environmental Policy Act (NEPA), and no NEPA process or documentation shall be required.

EXHIBIT 1
185
25 (Rev. 10.30.18)

4.5.6 The Project is part of routine maintenance and operation of a local public agency and will not have a significant impact on the Delta Plan’s co‐ equal goals; therefore, it does not qualify as a Covered Action under the Delta Plan. No approvals are required by the Delta Stewardship Council.

4.5.7 Consultant cannot guarantee schedules or costs for actions taken by regulatory and other third‐party entities.

4.5.8 Revisions of regulatory processes, such as future revisions in CWA 404 or 401 regulations, may result in additional work. Should this be determined necessary, Consultant shall coordinate early with the Project team and request a change order for approval prior to conducting any additional work.

4.6 This Contract includes the following additional assumptions, limitations, and conditions to geotechnical work for the project performed:

4.6.1 The site, and all exploration locations, are accessible with Consultant’s truck‐ or track‐mounted equipment and support vehicles. It is anticipated that all exploration locations will be beyond the toe of the levee and the no locations will be within the levee prism.

4.6.2 Consultant shall be granted access to the site by the City. Fees do not include time to negotiate and coordinate access with landowners or tenants. The consultant shall conduct field surveys during normal business hours, Monday through Friday, 6:00 am to 5:00 pm. If explorations must take place over a weekend or at night, the fee is subject to adjustment.

4.6.3 Private utilities should be marked by Client prior to commencement of field exploration. Consultant shall not be held responsible for damage to private utilities not disclosed. Please note that all geophysical locating methods have limitations that may not allow for the detection of certain utilities and other subsurface features. These limitations may be related to targets being deeper or smaller than specific instrument detection capabilities; targets not having a sufficient contrast with the surrounding materials such as non‐metallic lines; or nearby objects or structures that impede survey access and/or cause instrumental interference that masks the detection of a subsurface target of interest. Due to these limitations, it is possible that not all subsurface utilities and other features may be located or characterized. The use of a private utility locate service would not relieve the landowner/client of their responsibilities in identifying private underground utilities. Consultant shall not be responsible for underground utilities (public or private) incorrectly marked or not marked by others.

EXHIBIT 1
186
26 (Rev. 10.30.18)

4.6.4 Fee for geotechnical services does not include services associated with site clearing, wet ground conditions, tree or shrub clearing, or repair of/damage to existing landscape.

4.7 Examples of items that are specifically excluded from this proposal include, but are not limited to:
o Aerial Survey and/or Photography
o ALTA Survey
o Bid Administration
o Construction Administration/Inspection/Management
o Construction Staking
o Construction Traffic Routing Plan
o Contaminated Soil Mitigation
o Dust Control Plan Application/Exhibit
o Engineering Services for Utility Companies Regarding Overhead Power Lines, Underground Cables, or Off‐Site Services
o Geotechnical Inspection or Testing during construction o Legal Descriptions
o Parcel Map
o Record of Survey
o Reimbursement Agreements
o Right‐of‐Way or Easement Acquisition
o Title Reports
o Any Other Services Not Specifically Described in This Proposal.

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

Contractor: V VH Consulting Engineers City: City of Stockton Attn: Michael Hayes, PE Attn: City Manager
430 Tenth Street 425 N. El Dorado Street
Modesto, CA 95354 Stockton, CA 95202

6. Key Personnel

Rob Christensen, PE, LS
Associate Partner
(209) 568-4477
[email protected]

Patricia Valcarcel, CWB
Regulatory Program Director
WRA, Inc.
(415) 524-7542
[email protected]
EXHIBIT 1
187
27 (Rev. 10.30.18)

7. Option to Renew.

The term of the Agreement may be extended up to 2 years by a written amendment executed by both parties. However, the total term of the Agreement including the extended term shall not exceed 5 years.

EXHIBIT 1
188
1 (Rev. 10.30.18)

EXHIBIT B

INSURANCE
Insurance Requirements
(Depth of Cover Design)

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
EXHIBIT 1
189
2 (Rev. 10.30.18)
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as addi
tional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

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

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

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any 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.

Self -Insured Retentions
EXHIBIT 1
190
3 (Rev. 10.30.18)

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 Stockton reserves the right to require complete, certified copies of all required insurance EXHIBIT 1
191
4 (Rev. 10.30.18)
policies, including endorsements required by these specifications, at any time. City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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

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

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address

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

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

EXHIBIT 1
192
(Rev. 10.30.18; Mod 05.08.23 RM)

EXHIBIT C

GENERAL

TERMS AND CONDITIONS

1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.

2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.

3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

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

3.2 Upon c
ompletion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.

4. Sufficiency of Contractor ’s Work . All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor ’s work sh all be adequate and sufficient to meet the purposes of this Agreement.

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 EXHIBIT 1
193
(Rev. 10.30.18; Mod 05.08.23 RM)
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final deliver y to the City, the Contractor shall replace them at its own expense.

Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contrac tor to comply with the time limit s described in Exhibit A and Exhibit F may result in economic or other losses to the City.

7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor’s Status.

9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 EXHIBIT 1
194
(Rev. 10.30.18; Mod 05.08.23 RM)
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Con tractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

9.3 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

9.4 It is further understood and agreed that Contractor must issue W -2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

10. Subcontractor.

10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.

10.2 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, super vision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.

10.3 It is further understood and agreed that Contractor must issue W -2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 EXHIBIT 1
195
(Rev. 10.30.18; Mod 05.08.23 RM)

11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party ’s option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.

12. Non-Assignability. The Contractor s hall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City m ay set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.

13. Indemnity and
Hold Harmless. To the fullest extent permitted by law,
Contractor shall hold harmless,
defend and indemnify City of Stockton and
its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense,
costs (including without limitation costs and
fees of litigation) of
every nature arising out of or in connection with
Contractor’s performance of work hereunder or its failure to comply with any of its obligations contained
in this agreement, except such loss or damage
which was caused by
the sole negligence or willful misconduct of the City
of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum
insurance obligations contained in this agreement.

These obligations shall survive the completion or termination of this agreement.

14. Insurance. Duri
ng the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this
Agreement and shall otherwise comply with the
other provisions
of Exhibit B to this Agreement.

15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid,
addressed in Exhibit A to this Agreement.

16. Conformance to Applicable L
aws. Contractor shall comply with all
applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this
Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 EXHIBIT 1
196
(Rev. 10.30.18; Mod 05.08.23 RM)

17. Licenses, Certifications and Permits . Prior to the City ’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

18. Records and Audits . Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.

19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

20. Conflicts of Interest . Contractor covenants that other than this Agr eement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any m anner of degree by the performance of Contractor ’s services under this Ag reement. If such an interest arises, Contractor shall immediately notify the City.

21. Waiver . In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.

22. Governing Law . California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.

23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the Cit y or for any amount due Contractor.
5 EXHIBIT 1
197
(Rev. 10.30.18; Mod 05.08.23 RM)

24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non- discrimination and equal opportunity, including without limitation the City ’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial

assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

26. Force Majeure. Neithe r party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a for ce majeure event, and to use diligent efforts to re- commence performance as promptly as commercially practicable.

27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
6 EXHIBIT 1
198
(Rev. 10.30.18; Mod 05.08.23 RM)

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorn eys or the opportunity to seek such advice.

30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

31. Entire Agreement, Integration, and Modification.

31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.

31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
7 EXHIBIT 1
199
1 (Rev. 07.12.22)

EXHIBIT D

PROFESSIONAL SERVICES SPECIAL TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.

1.2 “Deliverable” means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.

2. General. The f
ollowing terms and conditions are applicable for the Professional Services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (“GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.

2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

2.2 In the case of modification of a part or provision of the GTC , the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

3.2 Timeliness of Performance i) Contractor shall provide the S ervices, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other EXHIBIT 1
200
2 (Rev. 07.12.22)
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance

In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

4.1 Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by member s of Contractor ’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards . By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.

4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its s ubcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City’s rights against Contractor either under this Agreement, at law or in equity.

5. Compensation

5.1 In addition to Section 3 Compensation in Exhibit C – G TC, the Contractor shall be compensated for the services provided under this Agreement as follows:

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed EXHIBIT 1
201
3 (Rev. 07.12.22)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. P er sonnel

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

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

6.3 Key Personnel :

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

7. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement , the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.

EXHIBIT 1
202
4 (Rev. 07.12.22)

8. Findings Confidential
All of the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City . Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.

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

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

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

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

EXHIBIT 1
203
1 (Rev. 10.30.18)

EXHIBIT E

COMPENSATION SCHEDULE

The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1 The max imum the Contractor shall be paid on this Agreement is $872,360.00 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2 Standard Reimbursable Items : O
nly the reimbursable items identified in
Exhibit A, C, and D ( Compensation), shall be compensated to the Contractor.

Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs . The City shall not pay a markup on any of the items listed in i, ii or iii .

Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:

i. Ex
penses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost.

ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.

iii. Travel expenses shall be reimbursed in accordance with the C ity’s travel policy, which is incorporated herein by reference.

Reimbursement shall be made at actual costs with no markup added to the actual cost.

1.3 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement . The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached.

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

EXHIBIT 1
204
2 (Rev. 10.30.18)

1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor’s invoices previously submitted for acceptable work performed and approved.

1.5 Su b contractor Costs: Compensation for subcontractor s shall be limited to the same restrictions imposed on the Contractor . Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed _N/A__%.

2. Task Price. Below is the price for the services and reimbursable expenses as described in Exhibit A of this Agreement.

Task Description Task Price

2.1 Project Initiation $1,740

2.2 Project Meetings $48,039

2.3 Pre-Design Hydrographic Survey $34,500

2.4 Field Topographic Survey $27,440

2.5 Geotechnical Investigation $56,638

2.6 Hydraulic Modeling $26,979

2.7 Preliminary Project Reports $29,920

2.8 CEQA Documentation & Regulatory
Agency Application
$108,882

2.9 Preliminary Design Report $89,650

2.10 Plans Specifications and Estimates (PS&E) $123,650

2.11 Engineering Support During Bidding &
Construction
$55,600

2.12 Environmental Construction Phase
Services
$33,246

2.13 Post-Construction Verification Survey $25,405

2.14 Additional Owner Directed Services $9,680

2.15 Optional CEQA & Permitting Tasks $32,536

2.16 Optional Construction Compliance Services $168,455 TOTAL PRICE $872,360

3. Hourly Rates. The following is a list of hourly billable rates that Contractor shall apply for additional services requested of the Contractor . Contractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this A
greement.

Hourly Billable Rate S chedule

EXHIBIT 1
205
3 (Rev. 10.30.18)

EXHIBIT 1
206
Proposal for Professional Services for the Depth of Cover Remediation for the 36‐Inch Diameter Pipeline Crossing the San Joaquin River Level of Effort Summary
Revised September 27, 2023
Employee Classification
CAD /
Draftsperson Designer Sr. Designer
Engineer /
Surveyor / PM
Sr. Surveyor / Sr.

PM
Associate / Sr.

Civil 1 Person Crew 2 Person Crew WRA Terracon Domenichelli Petralogix VVHCE Markup Hourly Rate $110.00 $145.00 $155.00 $165.00 $190.00 $215.00 $175.00 $250.00 (see note 1) 15% Totals

2.1 Project Initiation 8 4  $             1,740

2.2 Project Meetings 40 8 80 $16,912 $5,000 $3,287  $           48,039

2.3 Pre‐Design
Hydrographic Survey $30,000 $4,500  $           34,500

2.4 Field Topographic
Survey 60 12 4 60 $0  $           27,440

2.5 Geotechnical
Investigation ‐ Terracon $49,250 $7,388  $           56,638

2.6 Hydraulic Modeling‐
Domenichelli $23,460 $3,519  $           26,979

2.7 2.7‐A
Site Assessment and
Biological Resources
Technical Report
$16,454 $2,469  $           18,923

2.7‐B Pre‐Application
Meeting $3,724 $559  $             4,283

2.7‐C
Project Description
Development and
Coordination
$5,838 $876  $             6,714

2.8 2.8‐A
CEQA Categorical
Exemption
Documentation
$5,634 $846  $             6,480

2.8‐B Cultural Resources
Report $11,100 $1,665  $           12,765

2.8‐C
CVFPB Encroachment
Permit and RHA Sect.
408 Applications
$8,444 $1,267  $             9,711

2.8‐D
Corps RHA Section
10/CWA Sect. 404
Permit Application
$8,646 $1,297  $             9,943
VVHCE Staff Subconsultants
Task
Preliminary Project Reports‐ WRA
CEQA Documentation & Regulatory Agency Applications ‐ WRA EXHIBIT 1
207
Proposal for Professional Services for the Depth of Cover Remediation for the 36‐Inch Diameter Pipeline Crossing the San Joaquin River Level of Effort Summary
Revised September 27, 2023
Employee Classification
CAD /
Draftsperson Designer Sr. Designer
Engineer /
Surveyor / PM
Sr. Surveyor / Sr.

PM
Associate / Sr.

Civil 1 Person Crew 2 Person Crew WRA Terracon Domenichelli Petralogix VVHCE Markup Hourly Rate $110.00 $145.00 $155.00 $165.00 $190.00 $215.00 $175.00 $250.00 (see note 1) 15% Totals VVHCE Staff Subconsultants
Task

2.8‐E RWQCB CWA Sect. 401
Permit Application $11,646 $1,747  $           13,393

2.8‐F
Endangered Species
Act and EFH
Consultation Biological
Assessment
$8,344 $1,252  $             9,596

2.8‐G
CDFW Streambed
Alteration Agreement
Notification
$9,830 $1,475  $           11,305

2.8‐H
State Lands
Commission
Notification & Coord.
$8,874 $1,332  $           10,206

2.8‐I
Reclamation District
404 Encroachment
Permit
$4,444 $667  $             5,111

2.8‐J Regulatory Agency
Communications $17,714 $2,658  $           20,372

2.9 Preliminary Design
Report 120 160 160 $15,000 $2,250  $           89,650

2.10 Plans Specifications
and Estimate (PS&E) 160 240 240 $15,000 $2,250  $         123,650

2.11 Engineering Support
During Bidding and
Construction
80 80 160 $0  $           55,600

2.12 2.12‐A
Final Plans &
Construction Doc.

Review
$3,562 $535  $             4,097

2.12‐B As‐Need Client &
Agency Coordination $12,118 $1,818  $           13,936

2.12‐C Post‐construction
Reports $13,228 $1,985  $           15,213

2.13 Post‐Construction
Verification Survey 82 8 $19,500 $2,925  $           25,405 Environmental Construction Phase Services ‐ WRA
EXHIBIT 1
208
Proposal for Professional Services for the Depth of Cover Remediation for the 36‐Inch Diameter Pipeline Crossing the San Joaquin River Level of Effort Summary
Revised September 27, 2023
Employee Classification
CAD /
Draftsperson Designer Sr. Designer
Engineer /
Surveyor / PM
Sr. Surveyor / Sr.

PM
Associate / Sr.

Civil 1 Person Crew 2 Person Crew WRA Terracon Domenichelli Petralogix VVHCE Markup Hourly Rate $110.00 $145.00 $155.00 $165.00 $190.00 $215.00 $175.00 $250.00 (see note 1) 15% Totals VVHCE Staff Subconsultants
Task

2.14 Additional Owner
Directed Services 16 16 16 8 $0  $             9,680

2.15 2.15‐A CEQA IS/MND
(Optional) $28,292 $4,244  $           32,536

2.16 2.16‐A
Precon. Surveys and
Photo Point Est.
(Optional)
$4,723 $709  $             5,432

2.16‐B
WEAP Training Session
for Personnel
(Optional)
$1,759 $264  $             2,023

2.16‐C
Biological and Water
Quality Monitoring
(Optional)
$135,000 $20,250  $         155,250

2.16‐D
Archeological Worker
Training and 1
Resource Find
(Optional)
$5,000 $750  $             5,750
Total, All Tasks: 432 564 14 672 68  $    341,286   $       84,250   $    23,460   $    49,500   $    74,784  $     872,360 Notes:

1. Refer to separate Level of Effort Summary for WRA hours and bill rates Assumes 9 hrs/day x 75 days at $1,800/day
Optional CEQA and Permitting Tasks ‐ WRA
Optional Construction Compliance Services ‐ WRA
EXHIBIT 1
209
7 (Rev. 10.30.18)

EXHIBIT 1
210
8 (Rev. 10.30.18)

4. Additional Fees. S hould an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:

Title Unit Price
N/A $ N/A

5. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:

Ci
ty of Stockton Department of Municipal Utilities
Attention: Ana Chiono
[email protected]
2500 Navy Drive
Stockton, CA 95206
EXHIBIT 1
211
1 (Rev, 10.27.22)

EXHIBIT F

TIMELINE

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

1.1 TIMELINE FOR COMPLETION OF WORK

1.1.1 Project Initiation 15 working days

1.1.2 Project Meetings ongoing

1.1.3 Pre-Design Hydrographic Survey 30 working days

1.1.4 Field Topographic Survey 30 working days

1.1.5 Geotechnical Investigation 60 working days

1.1.6 Hydraulic Modeling 90 working days

1.1.7 a.

Site Assessment and Biological Resources Technical Report- 90 working days
b. Agency Preapplication Meeting 30 working days
c. Project Description 120 working days

1.1.8 a. CEQA Categorical Exemption 120 working days
b. Cultural Resources Report 12 0 working days
c. CVFPB Encroachment Permit and Rivers and Harbors Act Section 408 Applications (submittal) 120 working days

d. Corps RHA Section 10 / CWA Section 404 Permit Application (submittal) --120 working days
e. RWQCB CWA Section 401 Permit Application (submittal) -120 working days
f. Endangered Species Act and EFH Consultation Biological Assessment – 120 working days

g. CDFW Streambed Alteration Agreement Notification (submittal) - 120 working days

h. State Lands Commission Notifications and Coordination -120 working days
i. Reclamation District 404 Encroachment Permit (submittal) -160 working days
j. Regulatory Agency Communications ongoing

1.1.9 Preliminary Design Report & 30% Design Development Plans - 120 working days

1.1.10 Plans, Specifications & Estimate (See Note 3 below) a. 60% Plans, Specifications & Estimate 280 working days b. 90% Plans, Specifications & Estimate 320 working days c. 100% Plans, Specifications & Estimate 440 working days EXHIBIT 1
212
2 (Rev, 10.27.22)
d. Final Plans, Specifications & Estimate 450 working days

1.1.11 Engineering Support During Bidding & Construction – ongoing during bidding & construction

1.1.12 Environmental Construction Phase Services – ongoing during construction

1.1.13 Post-construction verification survey – within 30 working days of construction completion

1.1.14 Additional Owner-Directed Services as requested

1.1.15 Optional CEQA and Permitting Tasks as requested

1.1.16 Optional Construction Compliance Services as requested

NOTES:

1. All durations are from the Notice to Proceed.

2. Review periods by permitting agencies are not counted as project working days.

3. The duration of Plans, Specifications, and Estimate (PS&E) shown herein reflects beginning the preparation of the 60% PS&E after a six (6) month period from the completion of the Preliminary Design Report (Task 2.9) and submittal of agency permit applications (Task 2.8). This delay is intended to allow for review and comment by the respective agencies. However, it should be noted that the timing of agency reviews is beyond Consultant’s control and may delay commencement and/or completion of tasks.

4. Durations are estimates, only, and are subject to change due to a variety of factors including agency review timing, unforeseen field conditions, unusual or extraordinary requests from permitting agencies, and/or changes in permitting requirements.

EXHIBIT 1
213
Exhibit G
Special Funding Terms and Conditions

(Intentionally left blank. Does not apply to this project)

EXHIBIT 1
214
City of Stockton
Legislation Text
File #: 24-0190, Version: 1

ADOPT RESOLUTION TO AWARD A PROFESSIONAL SERVICES CONTRACT AND

APPROPRIATE FUNDS FOR THE FILE ROOM SCANNING AND DIGITAL STORAGE PROJECT

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

1. Award a Professional Services Contract to ARC Document Solutions of Stockton, CA, in the amount of $178,440, for the File Room Scanning and Digital Storage, Project No. SEB-23- 003.

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

3. Appropriate funds in the amount of $160,000 from the Measure K Maintenance Fund Balance to the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget for the File Room Scanning and Digital Storage, Project No. SEB-23-003.

4. Transfer funds in the amount of $160,000 from the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget to the File Room Scanning and Digital Storage, Project No.

WT24042.

5. Transfer funds in the amount of $89,220 from the Community Development Department Fiscal Year 2023-24 Operating Budget to the File Room Scanning and Digital Storage, Project No.

WT24042.

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
In spring of 2025, Public Works will relocate to New City Hall. Due to space limitations within New City Hall, it is necessary to minimize the space occupied by hard copy files. Public Works is undertaking a project to digitize paper files that are stored in the Stewart Eberhardt Building (SEB) third floor filing room. The files consist of standard size paper files as well as large format mylar plan sheets. Some files from Community Development are also stored at Public Works and will be digitized as part of this project.

On June 27, 2023, the City advertised a Request for Proposals (RFP) for the File Room Scanning and Digital Storage, Project No. SEB-23-003. On August 16, 2023, 10 firms submitted proposals for City of Stockton Printed on 3/15/2024Page 1 of 4
powered by Legistar™
215
File #: 24-0190, Version: 1
this project. The Selection Committee evaluated the proposals and found ARC Document Solutions of Stockton, CA, to be the most qualified and highest-ranked firm.

It is recommended that Council adopt a resolution authorizing the City Manager to execute a Professional Services Contract in the amount of $178,440 to ARC Document Solutions for file scanning and digitization services. It is anticipated that the project will be completed by fall 2024.

It is also recommended that Council adopt a resolution authorizing the City Manager to appropriate funds in the amount of $160,000 from the Measure K Maintenance Fund Balance to the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget.

DISCUSSION
Background
The New City Hall Renovations and Relocation project site is located at 501 and 509 West Weber Avenue, at the northwest corner of Weber Avenue and Lincoln Street. The project will extensively renovate two five-story buildings which will house almost all City Departments.

On May 3, 2022, by Resolution No. 2022-05-03-0902, Council awarded a Construction Contract to Roebbelen Contracting, Inc. of El Dorado Hills, CA. The New City Hall renovations are projected to be completed in 2025.

Public Works will move into the new City Hall buildings in the spring of 2025. Due to space limitations within New City Hall, Public Works is taking action to economize space occupied by hard copy files and transition to a paperless filing and retrieval system. Consequently, Public Works is undertaking a project to digitize paper files that are stored in the SEB third-floor filing room. The files consist of standard size paper files as well as large format engineering plans of record. Some files from Community Development are also stored at Public Works and will be digitized as part of this project. Community Development files represent approximately 50 percent of the total files needing to be digitized therefore the cost of the project will be shared.

Present Situation
On June 27, 2023, the City advertised an RFP for the File Room Scanning and Digital Storage, Project No. SEB-23-003. On August 16, 2023, 10 proposals were received from the following firms:
· ARC Document Solutions (Stockton, CA)
· Crisp Imaging (Costa Mesa, CA)
· Graphic Imaging Services, Inc. (Las Vegas, NV)
· Hines EDM, Inc. (Roseville, CA)
· Konica Minolta Business Solutions USA, Inc. (Chatsworth, CA) · Metasource (Anaheim, CA)
· Omni Pro, Inc. (Ontario, CA)
· SyTech Solutions (Elk Grove, CA)
· UBEO Business Services (Stockton, CA)
· Western Integrated Systems (Oakland, CA)
City of Stockton Printed on 3/15/2024Page 2 of 4
powered by Legistar™
216
File #: 24-0190, Version: 1
The Selection Committee, comprised of Public Works and Community Development staff, evaluated 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.

ARC Document Solutions received the highest ranking, based on the noted criteria, and was determined to be the most qualified firm for this project. Staff negotiated a fee of $178,440 with ARC Document Solutions for the File Room Scanning and Digital Storage project. The negotiated fee is reasonable for a project of this type and complexity. The project has approximately $70,000 in contingency funding to allow ARC Document Solutions to provide ongoing consulting services to assist Public Works in establishing a digital paperless filing and retrieval system once moved into New City Hall. The new digital system will be secure and comply with City retention policies. The additional funding also provides for staff costs throughout the project.

It is recommended that Council adopt a resolution authorizing the City Manager to execute a Professional Services Contract in the amount of $178,440 to ARC Document Solutions for the File Room Scanning and Digital Storage, Project No. SEB-23-003. It is anticipated that the project will be completed by fall 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:

1. The City does not have sufficient staff resources to perform the services 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 solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

FINANCIAL SUMMARY
Currently, there are insufficient funds in the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget.

With the appropriation and transfer of funds, there will be sufficient funding to award a Professional Services Contract in the amount of $178,440 to ARC Document Solutions.

1. Appropriate funds in the amount of $160,000 from the Measure K Maintenance Fund Balance to the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget, Account No. 4510-700-630006-250-252-30-45-000-000.

City of Stockton Printed on 3/15/2024Page 3 of 4
powered by Legistar™
217
File #: 24-0190, Version: 1

2. Transfer funds in the amount of $160,000 from the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget, Account No. 4510-700-630006-250-252-30-45-000-000, to the File Room Scanning and Digital Storage, Project No. WT24042.

3. Transfer funds in the amount of $89,220 from the Community Development Department Fiscal Year 2023-24 Operating Budget, Account No. 5510-000-630006-220-221-10-55-000-000, to the File Room Scanning and Digital Storage, Project No. WT24042.

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

City of Stockton Printed on 3/15/2024Page 4 of 4
powered by Legistar™
218

Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION A WARDING A PROFESSIONAL SERVICES CONTRACT AND

APPROPRIATING FUNDING FOR THE FILE ROOM SCANNING AND DIGITAL STORAGE, PROJECT NO. SEB-23-003

On June 27, 2023, the City advertised a Request for Proposals (RFP) for the File Room Scanning and Digital Storage , Project No. SEB-23-003. Ten proposals were received; and

The project will digitize paper files that are stored in the Stewart Eberhardt Building third floor filing room. The files consist of standard size paper files as well as large format mylar plan sheets. Some files from the Community Development Department are also stored at the Public Works Department and will be digitized as part of this project; and

After review of the proposals, it was determined that ARC Document Solutions has the necessary knowledge, experience, and staff to perform the required work. Staff negotiated a fee of $178,440 with ARC Document Solutions for the File Room Scanning and Digital Storage, Project No. SEB-23-003; and

Appropriation of funds is needed to fund all remaining costs to complete the File Room Scanning and Digital Storage project, any additional consultant fees , and staff costs; now, therefore,

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

1. The City Council awards a Professional Services Contract between the City of Stockton and ARC Solutions Document , in the amount of $ 178,440, 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.

2. The City Council approves findings pursuant to Stockton Municipal Code (SMC) section 3.68.070 in support of an except ion to the competitive bidding process.

These findings include:

A. The City does not have sufficient staff resources to perform the services 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 219

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 the solicitation of competitive proposals in accordance with SMC section 3.68.070.A.3.

3. The City Council approves the appropriation of funds in the amount of $160,000 from the Measure K Maintenance Fund Balance to the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget for the File Room Scanning and Digital Storage, Project No. SEB-23-003.

4. The City Council approves the transfer of funds in the amount of $160,000 from the Public Works Fiscal Year 2023-24 Measure K Maintenance Operating Budget to the File Room Scanning and Digital Storage, Project No. WT24042.

5. The City Council approves the transfer of funds in the amount of $89,220 from the Community Development Department Fiscal Year 2023-24 Operating Budget to the File Room Scanning and Digital Storage, Project No. WT24042.

6. 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 March 19, 2024 .

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

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
220
Professional Services Contract – ARC DOCUMENT SOLUTIONS, LLC – PROJECT NO. SEB-23-003 (Updated 04/24/23)

PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is entered into this day of 2023, between the CITY OF STOCKTON, a munici pal corporation (“City”), and ARC DOCUMENT SOLUTIONS, LLC whose address is 440 NORTH EL DORADO STREET, STOCKTON, CA 95202 (“Consultant”) for the FILE ROOM SCANNING AND DIGITAL STORAGE (PROJECT NO. SEB-23-003), 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 A 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 $178,440.00 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 D and shall otherwise comply with the other provisions of Exhibit D.

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