City Council and Concurrent Authorities
November 12, 2024

COOPERATIVE AGREEMENT

FOR THE

CHANNEL STREET CORRIDOR IMPROVEMENTS PROJECT
This Cooperative Agreement (“Agreement”) is made and entered into this ________________ day of __________________, 2024, by and between the CITY OF STOCKTON, a Municipal Corporation to the State of California, (“CITY”), and the San Joaquin Regional Rail Commission a California joint powers agency (“SJRRC”),

W I T N E S S E T H
WHEREAS, SJRRC plans to undertake the Channel Street Corridor Improvements Project (herein referred to as “PROJECT”) to improve the streetscape and pedestrian paths of Channel Street from Aurora Street to Stanislaus Street, Stanislaus Street from Miner Avenue to Weber Avenue, Grant Street from Miner Avenue to Weber Avenue, and Aurora Street from Miner Avenue to Weber Avenue (see Exhibit A attached hereto and made a part hereof); and WHEREAS, SJRRC has secured Regional State and local funding comprised of Active Transportation Program and Measure K funds for PROJECT within City limits; and WHEREAS, CITY has secured Affordable Housing and Sustainable Communities (AHSC) Program funding for PROJECT within City limits; and
WHEREAS, SJRRC is taking the lead in completing permitting, environmental approvals, and design phase work for the PROJECT; and
WHEREAS, CITY will be jurisdictional lead agency on behalf of SJRRC for the construction phase of the project commencing with advertisement of the PROJECT.

NOW, THEREFORE, it is mutually agreed by and between CITY and SJRRC as follows:

1. CITY shall act as jurisdictional lead for the construction phase consisting of: advertising for bids, awarding a construction contract, and overseeing construction, and construction management for the PROJECT.

2. SJRRC, as overall PROJECT lead, is responsible for overall funding coordination, disbursements, and approvals including actual costs associated with construction of the PROJECT. Construction costs include construction, construction management, inspection, administration, and contingencies. CITY and SJRRC shall confer on all anticipated costs prior to advertising the PROJECT. CITY and SJRRC agree that Exhibit B, attached hereto and made a part hereof, represents the best estimate possible at the time of this Agreement.

3. SJRRC shall reimburse CITY 100% of the actual cost of construction, construction management, and administrative expenses for the PROJECT within the available PROJECT budget. CITY may retain contract support for construction management or other services.

EXHIBIT 1
370
SJRRC Agreement No: 25-R-40-00

4. SJRRC will be responsible for reporting and other administrative requirements for the PROJECT funding. CITY will provide requested information to SJRRC as requested to comply with reporting requirements and deadlines. Reporting requirements include quarterly progress reports, completion report, final delivery report, and before and after photos.

5. Unless SJRRC and CITY otherwise agree in writing the amount actually paid or reimbursed to CITY will not exceed $8,397,980. The City will pay the contractor directly in amount not to exceed $202,020 from their AHSC funding source. The estimated breakdown of the estimated project costs at that time of this Agreement is as follows:
a. Material Testing $ 100,000
b. Construction Management $1,000,000
c. Construction $6,284,667
d. Contingency (19%) $1,215,333
Total: $8,600,000

6. Unless otherwise agreed to in writing the amount actually paid or reimbursed to CITY will not exceed $5,100,000 for fiscal years (July 1 – June 30) 2024–2025 and 2025-2026 and $3,500,000 for fiscal year 2025-2026.

7. CITY will access the AHSC funding source directly by invoicing Visionary Home Builders of California in an amount not to exceed $202,020.

8. On a monthly basis, the CITY shall submit to SJRRC a detailed invoice reflecting all costs incurred by the City for the PROJECT. Invoices shall clearly identify the portion SJRRC is responsible for reimbursing. Invoices shall be submitted via email to [email protected].

9. CITY will require any and all contractors, subcontractors, and entities providing goods or services in connection with the PROJECT to agree to comply with all applicable laws, statutes, and regulations.

10. SJRRC will reimburse CITY for all allowable costs, as described in Section 10 of this Agreement, associated with construction phase of the PROJECT which will include construction, construction management, inspection, administration. SJRRC will make its best efforts to pay all invoices within sixty (60) days of approved invoice. SJRRC shall notify CITY, in writing, of any disputed amounts included in an invoice.

11. All costs charged to this Agreement by CITY shall be supported by time records, invoices, and vouchers, evidencing in proper detail the nature and propriety of the charges. CITY shall also comply with Title 2, Code of Federal Regulations, Part 200 (Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments) in the procurement of services, supplies, or equipment. Any direct costs charged for travel shall be in accordance with Cal HR guidelines.

EXHIBIT 1
371
SJRRC Agreement No: 25-R-40-00

12. CITY shall assume maintenance of project assets within CITY right of way, before, during and after the construction phase of the PROJECT. As this is the CITY’s Right of Way and the CITY is directly managing and supervising the construction and operation of the affected streets, CITY assumes all responsibilities for PROJECT maintenance and irrigation.

13. CITY shall cooperate with SJRRC efforts to deliver the PROJECT so as to comply with the schedule prescribed by the funding source. With the exception cited below in paragraph 18, CITY will administer and approve changes required during PROJECT construction through change orders to the construction contract. CITY shall meet regularly, no less than monthly, with SJRRC to review construction progress, issues, and review change order logs for current and anticipated changes needed. SJRRC and City shall endeavor to avoid delays to the PROJECT.

14. SJRRC and CITY shall be jointly responsible (50% each) for all costs associated with remediation of any hazardous materials found during construction of the PROJECT.

SJRRC share of these costs shall not exceed $300,000 which is already included in the amount listed in Section 6 of this Agreement.

15. CITY hereby represents and warrants that the letting of PROJECT contracts and construction will be done pursuant to the laws of the State of California.

16. CITY will confer with SJRRC after bids are received to verify alternate bid items, if applicable, to be awarded. SJRRC will provide additional funding as needed, if available, to award the agreed upon alternate bid items should the bid amounts exceed the estimates shown in Exhibit B.

17. SJRRC will be responsible for meeting the terms and conditions of all funding sources for the PROJECT. All communication with San Joaquin Council of Governments, Caltrans, and the California Transportation Commission will be through SJRRC.

18. Prior to final payment by SJRRC to CITY, CITY shall provide SJRRC copies of the final documentation including, but not limited to, record drawings, and a final detailed statement of all project construction costs and all engineering costs borne by CITY in support of the construction phase of the PROJECT.

19. Neither SJRRC nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CITY and/or is agents under or in connection with any work, authority, or jurisdiction conferred upon CITY under this Agreement. It is understood and agreed that CITY and/or its agents will fully defend, indemnify, and save harmless SJRRC and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY and/or its agents under this Agreement.

20. Neither CITY nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by SJRRC and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon EXHIBIT 1
372
SJRRC Agreement No: 25-R-40-00

SJRRC under this Agreement. It is understood and agreed that SJRRC and/or its agents will fully defend, indemnify, and save harmless CITY and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions for liability occurring by reason of anything done or omitted to be done by SJRRC and/or its agents under this Agreement.

21. Insurance
a. SJRRC shall have and maintain in full force and effect during the term of this Agreement railroad liability insurance, or equivalent, in an amount not less than $2,000,000 per occurrence. SJRRC shall ensure that CITY, and its officers, officials, employees, and volunteers are named as additional insureds on the railroad liability insurance policy, or the equivalent, for the purpose of any claims arising at any time during or after the term of this Agreement with respect to the performance of this Agreement, or any act or omission thereunder. That policy shall also provide for notice to CITY in the event of any lapse of coverage, except for nonpayment of premium.

Evidence of self-insurance on the part of SJRRC will be acceptable to satisfy the insurance requirements of this section.

b. CITY shall have and maintain in full force and effect during the term of this Agreement the following minimum coverages:

Commercial General Liability Insurance on an occurrence basis including Bodily Injury & Property Damage Coverage, Premises Coverage, Products & Completed Operations Coverage, Contractual Liability Coverage, and Independent Contractors Liability Coverage with limits not less than the following:
$10,000,000 General Aggregate
$10,000,000 Products & Completed Operations Aggregate
$10,000,000 Each Occurrence
$1,000,000 Personal & Advertising Injury
$100,000 Damage to Premises Rented to You
Such policy shall be endorsed to provide:
• Waiver of Subrogation in favor of SJRRC and their directors, officers, representatives, agents, and employees (CG 24 04 or equivalent). • SJRRC shall be included as Additional Insured to include on-going and completed operations (CG 20 10 & CG 20 37 or equivalent). • Additional Insured coverage must be on Primary and Non-Contributory basis.
• Include Contractual Liability – SJRRC Endorsement (CG 24 17 or equivalent), if applicable.
• Coverage must not exclude Punitive Damages, unless prohibited by law.
• An Umbrella policy may be utilized to satisfy the required limits of liability.
• Thirty (30) days prior notice of cancellation.

EXHIBIT 1
373
SJRRC Agreement No: 25-R-40-00

CITY shall maintain Statutory Workers’ Compensation and Employers’ Liability Insurance for its employees (if any) with minimum limits of not less than:

$1,000,000 Bodily Injury by Accident, Each Accident
$1,000,000 Bodily Injury by Disease, Policy Limit
$1,000,000 Bodily Injury by Disease, Each Employee
Such policy shall be endorsed to provide:
• Waiver of Subrogation in favor of SJRRC and their directors, officers, representatives, agents, and employees (WC 04 13 or equivalent)
• Alternate Employer Endorsement, if applicable (WC 00 03 or equivalent)
• Thirty (30) days prior notice of cancellation.

CITY shall maintain Business Auto Insurance for all vehicles owned, leased, borrowed, or rented by CITY with a minimum liability limit of not less than $1,000,000 per occurrence (combined single limit).

Such policy shall be endorsed to provide:
• Waiver of Subrogation in favor of SJRRC and their directors, officers, representatives, agents, and employees (CA 04 44 or equivalent) • SJRRC shall be included as Additional Insured on a Primary & NonContributory basis. • Coverage for Certain Operations in Connection with SJRRC Endorsement, if applicable (CA 20 70 or equivalent)
• Broadened Pollution coverage, if applicable (CA 99 48 or equivalent) • Thirty (30) days prior notice of cancellation.

CITY shall maintain Umbrella/Excess Liability insurance on an occurrence basis in excess of the underlying insurance described above which is at least as broad as each and every one of the underlying policies. Umbrella limits may be used to satisfy limit requirements as long as the total amount of insurance is not less than the limits specified in this Agreement.
$5,000,000 Each Occurrence
$5,000,000 General Aggregate
$5,000,000 Products & Completed Operations Aggregate
Such policy shall be endorsed to provide:
• Waiver of Subrogation in favor of SJRRC and their directors, officers, representatives, agents, and employees on a follow form basis of the underlying coverages.

EXHIBIT 1
374
SJRRC Agreement No: 25-R-40-00

• SJRRC shall be included as an Additional Insured on a Primary and NonContributory basis. • Coverage must not exclude Punitive Damages, unless prohibited by law. • Thirty (30) days prior notice of cancellation.

If applicable, the CITY shall maintain Professional Liability Insurance with minimum limits of $5,000,000 per occurrence coverage all operations of the CITY.

Such policy shall be endorsed to provide:
• Insured’s interest in joint ventures, if applicable.
• Coverage must not exclude Punitive Damages, unless prohibited by law. • Retroactive Date must be prior to the commencement of work. • Extended Reporting Period of no less than 36 months.
c. CITY shall cause any consultant or contractor it retains for the performance of any aspect of this Agreement to provide railroad liability or general liability insurance, as applicable, and workers compensation, automobile, and commercial general liability, umbrella/excess, and professional liability insurance coverage that meets all of the requirements of this Agreement. SJRRC, its directors, officers, representatives, agents, and employees shall be included as Additional Insured, on a Primary and NonContributory basis with Waiver of Subrogation on all insurance policies required for the performance of all work under this Agreement.

22. The indemnification obligations under Sections 19 and 20 will not be limited by the existence of any insurance policy procured or maintained by CITY, or by or for any or all CITY-Related Parties, or by SJRRC, or by or for any or all SJRRC-Related Persons, or by any limitation on the amount or type of damages, compensation or benefits payable by or for CITY or by or for any or all CITY-Related Parties, or by SJRRC or by or for any or all SJRRC-Related Persons, and will survive the termination of this Agreement.

23. This Agreement shall be effective upon execution date and shall continue until PROJECT completion, including other conditions as agreed, unless terminated earlier as provided herein or unless otherwise extended in writing. Either Party may terminate this Agreement for convenience by providing the other not less than thirty (30) business days written notice. In the event SJRRC terminates for convenience, SJRRC will reimburse CITY for any documented expenses incurred as of the date the notice is received by CITY, but not to exceed the total amount of SJRRC’s contribution hereunder.

24. This Agreement, including any attachments or exhibits hereto, constitutes the entire agreement between the Parties concerning the subject matter herein. No promise or representation not expressly set forth herein shall be binding or have any force or effect.

25. Force Majeure. The failure of either Party to perform, in whole or in part, any of the obligations of that Party under this Agreement, by reason of the occurrence of acts of terrorism, riots, insurrection or war, strikes or lockouts by third parties providing labor, material or services under contract to a party, delays caused by another party to this EXHIBIT 1
375
SJRRC Agreement No: 25-R-40-00

Agreement, third-party litigation or court order, derailments, wrecks or freight embargoes, inability to procure critical materials, unforeseen delays in obtaining any required permits or approvals, unforeseen physical conditions, environmental conditions including cultural, archaeological, paleontological, or other protected resources or catastrophic emergencies anywhere within the rail system utilized by that Party, and earthquake, fire, flood, explosion, disaster, tornado, epidemic, pandemic, or other phenomena of nature beyond the power of a party reasonably able to foresee or to make preparation in defense against, or any other cause beyond the reasonable control of that Party (hereinafter referred to as (“Force Majeure Occurrence”) shall be excused for all purposes, including time performance; provided, that the Party affected shall promptly begin work when the Force Majeure Occurrence abates and complete the work. However, if the Force Majeure Occurrence has delayed work or increased costs so that PROJECT scope of work cannot be completed as specified in this Agreement, for the cost or in the time or manner specified in the exhibits, that Party need not proceed with completion of work until the Parties have mutually agreed to amend the PROJECT or this Agreement in ways necessary to complete the work hereunder in order to enable the PROJECT scope of work to be completed in the revised manner, for the revised amount and/or in compliance with the revised schedule. In the event of a claimed Force Majeure Occurrence, the affected Party shall promptly notify and consult with the other Party as to how to proceed pursuant to the provisions of this Agreement under the circumstances presented by the Force Majeure Occurrence.

26. Neither Party shall assign this Agreement without prior written consent of the other, which consent may be withheld by the other Party in its sole discretion.

27. Neither CITY, nor any or all of its respective directors, officers, representatives, agents, and employees, shall be considered agents of SJRRC.

28. Neither SJRRC, nor any or all of its respective directors, officers, representatives, agents, and employees, shall be considered agents of CITY.

29. Amendment to this Agreement shall be mutually agreed to between the CITY and SJRRC.

The City Manager or his designee for CITY and SJRRC shall have the authority to amend this Agreement by written concurrence.

30. Default
a. Failure of either Party to perform its obligations under this Agreement shall constitute a default. The Party, who is not in default, may notify the defaulting Party and demand a cure to the default, which must be cured within thirty (30) days, unless the Parties mutually agree in writing otherwise. Failure of the defaulting Party to cure or commence a cure to the default within this period or any agreed extended period shall be a breach of this Agreement and shall constitute cause to allow the non-defaulting Party to terminate this Agreement.
b. Material failure of CITY to properly perform its obligations under this Agreement, in compliance with City, State and Federal laws and regulations and applicable directives, shall constitute a default and SJRRC may elect to terminate this Agreement if CITY fails to cure any such default as provided in subsection 30.a, above.

EXHIBIT 1
376
SJRRC Agreement No: 25-R-40-00

c. In the event that CITY defaults as provided above, and SJRRC elects to terminate this Agreement, CITY shall promptly remit to SJRRC the full amount of SJRRC funds received.

31. Pursuant to California Government Code Section 8546.7, the Parties shall be subject to the examination and audit of the State Auditor, at the request of CITY or as part of any audit of CITY by the State Auditor, for a period of three (3) years after final payment under this Agreement. The examination and audit shall be confined to those matters connected with the performance of this Agreement, including, but not limited to, the cost of administering the Agreement.

32. CITY will ensure that a description of the foregoing audit rights is included in each subcontract for work under this Agreement, or in an addendum or amendment to each subcontract. The term "subcontract" as used in this paragraph excludes (1) purchase orders not exceeding $10,000 and (2) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the public.

33. Notices
Any written notice required or permitted to be given herein shall be made by registered or certified U.S. Mail, Electronic Mail (e-mail), or by personal delivery to the receiving Party at the following addresses, or to such other addresses as either Party may from time-totime designate in writing, during normal business hours:

SJRRC
Stacey Mortensen
Executive Director
949 East Channel Street
Stockton, CA 95202
Phone: (209) 944-6220
Email: [email protected]
With copies to: [email protected]
CITY
Chad Reed
Director of Public Works
22 E. Weber Avenue, Room 301
Stockton, CA 95202
Phone: (209) 937-8411
Email: [email protected]
Notices sent by mail shall be deemed given on the date of the postmark affixed by the United States Post Office. Notices served by personal delivery shall be effective on the date of service.

34. This Agreement may be executed in multiple counterparts, each of which, when so executed and delivered, shall be an original but all such counterparts shall together constitute but one and the same instrument. All signatures need not be on the same counterpart. A facsimile, electronic, or scanned .pdf signature, if the genuine act of a Party, shall be sufficient to bind a Party to this Agreement.

EXHIBIT 1
377
SJRRC Agreement No: 25-R-40-00

IN WITNESS WHEREOF, this agreement has been executed on this ____ day of _____, 2024 by the respective parties hereto through their respective authorized officers at Stockton, California, the day, and year first above written.

SAN JOAQUIN REGIONAL RAIL CITY OF STOCKTON

COMMISSION

HARRY BLACK
City Manager
By

STACEY MORTENSEN,
Executive Director
ATTEST:

APPROVED AS TO FORM:

Katherine Roland
Interim City Clerk
______________________
JANICE D. MAGDICH,
General Counsel
APPROVED AS TO FORM:

LORI ASUNCION
City Attorney
EXHIBIT 1
378
EXHIBIT 1
379
NOTES
SJRRC PROVIDED FUNDING $ 8,397,980 MEASURE K, ATP STATE AHSC FUNDS $ 202,020

PROVIDED THROUGH SEPARATE

AGREEMENT
TOTAL FUNDING $ 8,600,000
LOW BID $ 6,284,667 AZUL WORKS INC.

CONTINGENCY $ 1,215,333 Approximately 19%
CONSTRUCTION MANAGEMENT COST ESTIMATE $ 1,000,000 Consultant and City oversight MATERIAL TESTING $ 100,000 Quality assurance testing
TOTAL ESTIMATED COST: $ 8,600,000

EXHIBIT B

ESTIMATED CONSTRUCTION PHASE COSTS
Channel Street Corridor Improvements Project
EXHIBIT 1
380
381
382
383
384
385
386
387
EXHIBIT 2
388
389
390
391
392
393
394
395
396
397
398
399
400
401
402
403
404
405
406
407
408
409
410
411
412
413
414
415
416
417
418
419
420
421
422
423
424
425
426
427
428
429
430
431
432
433
434
435
436
437
438
439
440
441
442
443
444
445
446
447
448
449
450
451
452
453
454
455
456
457
458
459
460
461
462
463
464
465
466
467
468
469
470
471
472
473
474
475
476
477
478
479
480
481
482
483
484
485
486
487
488
City of Stockton
Legislation Text
File #: 24-1050, Version: 1

ADOPT RESOLUTION TO APPROPRIATE AND TRANSFER FUNDS AND AWARD A

PROFESSIONAL SERVICES CONTRACT FOR THE WILSON WAY SAFETY LIGHTING PROJECT

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

1. Appropriate Highway Safety Improvement Program funds in the amount of $215,820 to the Wilson Way Safety Lighting, Project No. WT23019/State HSIPSL-5008(204).

2. Transfer funds in the amount of $10,000 from the Traffic Signal Control System, Project No.

WT15022, to the Wilson Way Safety Lighting, Project No. WT23019/State HSIPSL-5008(204).

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

4. Award a Professional Services Contract to Kimley-Horn and Associates, Inc. of Oakland, CA, in the amount of $195,769.70 for design services for the Wilson Way Safety Lighting, Project No. WT23019/State HSIPSL-5008(204).

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 Highway Safety Improvement Program (HSIP) is a core federal-aid program established to achieve a significant reduction in fatalities and serious injuries on all public roads. Caltrans, Division of Local Assistance, manages California's local agency share of HSIP funds. The Wilson Way Safety Lighting project was awarded Cycle 11 HSIP funding. The project was identified in the 2021-26 FiveYear Capital Improvement Plan (CIP).

The project improvements along Wilson Way between Anderson Street and Hazelton Avenue includes new safety lighting along the median and restoring safety lighting for the underpass. These identified safety improvement measures will increase visibility and pedestrian safety along this corridor (Attachment A - Vicinity Map).

On March 13, 2024, the City advertised a Request for Proposals (RFP) for design services for the Wilson Way Safety Lighting, Project No. WT23019/State HSIPSL-5008(204). On April 15, 2024, one proposal was received for this project. The Selection Committee evaluated the proposal and found Kimley-Horn and Associates, Inc. (Kimley-Horn) of Oakland, CA, to be qualified to provide design services for the project.

City of Stockton Page 1 of 3 Printed on 11/7/2024
powered by Legistar™489
File #: 24-1050, Version: 1
It is recommended that Council adopt a resolution appropriating and transferring funds and authorizing the City Manager to execute a Professional Services Contract in the amount of $195,769.70 with Kimley-Horn for design services. It is anticipated that the design will be completed by September 2026.

DISCUSSION
Background
HSIP is a federal-aid program administered by Caltrans and established to achieve a significant reduction in traffic fatalities and serious injuries on all public roads. Caltrans, Division of Local Assistance, manages California's local agency share of HSIP funds. HSIP focuses on infrastructure projects with nationally recognized crash reduction factors. HSIP projects are prioritized based on crash experience, benefit from counter measures, or other data-supported means.

Senate Bill 137 (Chapter 639 of the 2019 Statues), effective October 8, 2019, added Section 182.85 to the Streets and Highways Code that authorizes Caltrans to allow up to $100 million of federal local assistance funds be exchanged for non-federal State Highway Account (SHA) funds. The city, county, or other eligible recipients receiving exchanged funding (federal to State) must use the funding on projects for purposes which the federal local assistance funds were originally intended. As a result, some of the Cycle 11 HSIP projects are State funded.

In September 2022, the City submitted six grant applications to Caltrans for Cycle 11 of the HSIP grant program. One of the applications was for the Wilson Way Safety Lighting project. The project improvements along Wilson Way between Anderson Street and Hazelton Avenue includes new safety lighting along the median and restoring safety lighting for the underpass. These identified safety improvement measures will increase visibility and pedestrian safety along this corridor.

In March 2023, the Wilson Way Safety Lighting, Project No. WT23019/State HSIPSL-5008(204), was approved for State Cycle 11 HSIP funding in the amount of $1,221,300 for design and construction.

This project is 90 percent State funded and requires a 10 percent local match of the total project cost in the amount of $135,700. The project was identified in the 2021-26 Five-Year CIP.

Since this project is funded with SHA funds, Disadvantaged Business Enterprise program rules do not apply.

Present Situation
On March 13, 2024, the City advertised an RFP for design services for the Wilson Way Safety Lighting, Project No. WT23019/State HSIPSL-5008(204). On April 15, 2024, one proposal was received from Kimley-Horn of Oakland, CA. City staff notified Caltrans that one proposal was received. Caltrans confirmed and approved the City to move forward in awarding a contract to Kimley-Horn.

The Selection Committee evaluated the proposal based on the following criteria: understanding of work, experience with similar kinds of work, team qualifications, project approach, cost, and local preference. Based on the noted criteria, Kimley-Horn was determined to be qualified for this project.

City of Stockton Page 2 of 3 Printed on 11/7/2024
powered by Legistar™490
File #: 24-1050, Version: 1
Staff negotiated a fee in the amount of $195,769.70 with Kimley-Horn for design services. The negotiated fee is approximately 16 percent of the total project cost, which is reasonable for a project of this type. However, the negotiated fee exceeded the allocated funding for design of $139,800.

Because the negotiated fee exceeded the available HSIP funding programmed for design, staff requested additional HSIP funding from Caltrans. Caltrans awarded an additional $90,000 in HSIP funding to cover the design cost.

It is recommended that Council adopt a resolution appropriating and transferring funds and authorizing the City Manager to execute a Professional Services Contract in the amount of $195,769.70 to Kimley-Horn for design services for the Wilson Way Safety Lighting, Project No.

WT23019/State HSIPSL-5008(204). It is anticipated that the design will be completed by September 2026.

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 available to design 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
With the appropriation of HSIP funding in the amount of $215,820 and the transfer of funds in the amount of $10,000 from the Traffic Signal Control System, Project No. WT15022, there will be sufficient budget in the Wilson Way Safety Lighting, Project No. WT23019/State HSIPSL-5008(204), to award a Professional Services Contract in the amount of $195,769.70 to Kimley-Horn for the project.

The remaining design funds will be used for project change orders and staff costs. Any unspent funds at the completion of the design phase will be reported to Caltrans for allocation to the construction phase of the project.

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

Attachment A - Vicinity Map
City of Stockton Page 3 of 3 Printed on 11/7/2024
powered by Legistar™491

WILSON WAY HAZELTON AVE

SCOTTS AVE

WORTH ST

MILTON ST

ANDERSON ST

WILSON WAY SAFETY LIGHTING,
PROJECT NO. WT23019

CITY OF STOCKTON

DEPARTMENT OF PUBLIC WORKS

PROJECT LOCATION

VICINITY MAP

NOT TO SCALE
LEGEND
N

PROJECT LOCATION

CITY LIMIT

COUNTY LIMIT

ATTACHMENT A
492
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROPRIATING AND TRANSFERRING FUNDING, AND AWARDING

A PROFESSIONAL SERVICES CONTRACT FOR THE WILSON WAY SAFETY LIGHTING, PROJECT NO. WT23019/STATE PROJECT NO. HSIPSL-5008(204) On March 13, 2024, the City advertised a Request for Proposals (RFP) for design services for the Wilson Way Safety Lighting, Project No. WT23019/State Project No.

HSIPSL-5008(204). One proposal was received; and
Kimley-Horn and Associates, Inc. (Kimley-Horn) was determined to have the necessary knowledge, experience, and staff to perform the required work. Staff negotiated a fee in the amount of $195,769.70 with Kimley-Horn for design services. This fee was higher than the project available fund of $139,800.00; and Because the negotiated fee exceeded the available Highway Safety Improvement Program (HSIP) funding programmed for design, staff requested additional HSIP funding from Caltrans. Caltrans awarded an additional $90,000.00 in HSIP funding to cover the design cost; and
Appropriating and transferring of funds is needed to fund all remaining costs to complete the design services and staff costs; now, therefore,

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

1. The City Council approves the appropriation of HSIP funds in the amount of $215,820.00 to the Wilson Way Safety Lighting, Project No. WT23019/State HSIPSL5008(204).

2. The City Council approves the transfer of funds in the amount of $10,000.00 from the Traffic Signal Control System, Project No. WT15022, to the Wilson Way Safety Lighting, Project No. WT23019/State HSIPSL-5008(204).

3. The City Council approves findings pursuant to Stockton Municipal Code (SMC) Section 3.68.070 in support of an exception to the competitive bidding process.

These findings include:

A. The City does not have sufficient staff available to design this project.

B. Use of the RFP process is appropriate for this Professional Services Contract because it relies on the evaluation of professional 493
qualifications and performance as the basis for selection of a vendor.

Use of the criteria helps ensure selection of a vendor that will provide the highest quality professional service, which is in the public interest.

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

4. The City Council awards a Professional Services Contract between the City of Stockton and Kimley-Horn, in the amount of $195,769.70, 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.

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

PASSED, APPROVED, and ADOPTED November 12, 2024 .

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

KATHERINE ROLAND, CMC, CPMC
Interim City Clerk of the City of Stockton
494
State Professional Services Contract
Kimley-Horn and Associates, Inc. – Project No. WT23019/HSIPSL-5008(204) (Updated 010/18/23)

PROFESSIONAL SERVICES CONTRACT
(for State funded projects)
THIS CONTRACT is entered into this day of 2024, between the CITY OF STOCKTON, a municipal corporation (“City”), and KIMLEY-HORN AND ASSOCIATES, INC. whose address is 1300 CLAY STREET, SUITE 900, OAKLAND, CA 94612 (“Consultant”) for the WILSON WAY SAFETY LIGHTING, PROJECT NO.

WT23019/STATE PROJECT NO. HSIPSL-5008(204), hereinafter referred to as “Project”.

RECITALS
A. Consultant represents that it is licensed in the State of California and is qualified, willing and able 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 $195,769.70 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. Pursuant to the full language of California Civil Code §2782, design Professional agrees to indemnify, including the cost to defend, City of Stockton and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or

495
State Professional Services Contract
Kimley-Horn and Associates, Inc. – Project No. WT23019/HSIPSL-5008(204) (Updated 010/18/23)
relate to the negligence, recklessness, or willful misconduct of Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City of Stockton; and does not apply to any passive negligence of the City of Stockton unless caused at least in part by the Design Professional. The City of Stockton agrees that in no event shall the cost to defend charged to the Design Professional exceed that professional’s proportionate percentage of fault.

This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.

5. SCHEDULE AND TERM. Consultant shall perform the scope of work as described in Exhibit A according to the schedule detailed in Exhibit C, which is attached to this Contract and incorporated by this reference. This contract shall commence on the date written above and shall expire on June 30, 2029, unless extended by mutual agreement through the issuance of a Contract Amendment.

A. Invoices submitted by Consultant to City must contain a brief description of work performed, time used and City project number. Payment shall be made within thirty (30) days of approval of invoice by City.

B. Upon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. City shall have no obligation or liability to pay any invoice for work performed which Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after work is accepted by City.

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

A. TITLE VI
Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d). http://www.dol.gov/oasam/regs/statutes/titlevi.htm.

The City of Stockton requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

B. DISCRIMINATION AND HARASSMENT POLICY

496
State Professional Services Contract
Kimley-Horn and Associates, Inc. – Project No. WT23019/HSIPSL-5008(204) (Updated 010/18/23)
The City of Stockton has a Discrimination and Harassment Policy (Exhibit E).

The purpose of this policy is to reaffirm the City’s commitment to demonstrating respect for all individuals by strictly prohibiting discrimination and harassment, including sexual harassment in the workplace, to define the types of behavior and conduct prohibited by this policy, and to set forth a procedure for reporting, investigating, and resolving complaints of discrimination and harassment in the workplace.

C. LABOR STANDARDS PROVISIONS/CALIFORNIA LABOR CODE
The bidder shall understand that conditions set forth in Chapter 1, Part 7, Division 2 of the California Labor Code shall be considered part of the contract agreement.
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=LA B&division=2.&title=&part=7.&chapter=1.&article=2.

D. PREVAILING WAGE RATES
Consultant and any subcontractor shall pay each employee engaged in the trade or occupation not less than the prevailing hourly wage rate. In accordance with the provisions of Section 1770 of the Labor Code, the Director of Department of Industrial Relations of the State of California has determined the general prevailing rates of wages and employer payments for health and welfare, pension, vacation, travel time, and subsistence pay as provided for in Section 1773.1, apprenticeship or other training programs authorized by Section 3093 and similar purposes applicable to the work to be done.

Consultant performing the work under this contract shall obtain a copy of the wage rate determination and shall distribute copies to each subcontractor. As the wage determination for each craft reflects an expiration date, it shall be the prime Consultant and each subcontractor's responsibility to ensure that the prevailing wage rates of concern is current and paid to the employee. i. The Consultant performing the work shall be responsible for obtaining a copy of the State wage rate determination. State wage rates may be obtained at
http://www.dir.ca.gov/OPRL/pwd/Determinations/Northern/Northern.pdf.

The Consultant shall be responsible for posting said wage rates at a prominent location at the work site and shall maintain same in a good readable condition for the duration of the work.
ii. Should the Consultant choose to work on a Saturday, Sunday or on a holiday recognized by the Labor Unions, the Consultant shall reimburse the City the actual cost of engineering, inspection, superintendence, and or other overhead expenses which are directly chargeable to the contract. Should such work be undertaken at the request of the City,

497
State Professional Services Contract
Kimley-Horn and Associates, Inc. – Project No. WT23019/HSIPSL-5008(204) (Updated 010/18/23)
reimbursement will not be required. To conform strictly with the provisions of Division 2, Part 7, Chapter 1, Article 2, of the Labor Code of the State of California. To forfeit as a penalty to City the sum of TWENTY FIVE AND NO/100 DOLLARS ($25.00) for each laborer, worker, or mechanic employed by Consultant, or by any subcontractor under Consultant, in the execution of this contract, for each calendar day during which any laborer, worker, or mechanic is required or permitted to work more than eight (8) hours and who is not paid the general prevailing rate of per diem wages for holiday and overtime work in violation of the provisions of Sections 1770 to 1781 of the Labor Code of the State of California. That all sums forfeited under the provisions of the foregoing sections shall be deducted from the payments to be made under the terms of this contract.
iii. PAYROLL RECORDS The Consultant to whom the contract is awarded shall ensure that the prime and each subcontractor will, in accordance with Section 1776 of the Labor Code, maintain certified payroll records.

A copy of said records shall be provided with each invoice to the Public Works Department, Attention: Contract Compliance Officer. It shall be the Consultant’s responsibility to obtain copies of the current prevailing wage rate determination for all subcontractors. Additionally, certified payroll records must be uploaded to the DIR website as required by labor code.
iv. APPRENTICESHIP STANDARDS The Consultant shall comply with the provisions established in Section 1777.5 of the Labor Code concerning the 1) certified approval by local joint apprenticeship committees for the employment and training of apprentices, and 2) contribution of funds to administer and conduct apprenticeship programs, if applicable to the job.

E. APPENDIX E OF THE TITLE VI ASSURANCES
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with Appendix E of the Title VI Assurances attached as Exhibit F.

F. SANCTIONS
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.

7. RIGHTS AND DUTIES OF CITY. City shall make available to Consultant all data and information in the possession of City which both parties deem necessary to

498
State Professional Services Contract
Kimley-Horn and Associates, Inc. – Project No. WT23019/HSIPSL-5008(204) (Updated 010/18/23)
complete the work, and City shall actively aid and assist Consultant in obtaining such information as may be deemed necessary from other agencies and individuals.

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

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

10. CONTRACT AMENDMENTS. City reserves the right to make such alterations as may be deemed necessary or advisable and to require such extra work as may be required for the proper completion of the work contemplated by Consultant.

Any such changes will be set forth in a Contract Amendment which will specify, in addition to the work done in connection with the change made, adjustment of contract time, if any, and the basis of compensation for such work. A Contract Amendment will not become effective until approved by the authorized City official.

11. TERMINATION. The City may terminate this Contract upon thirty (30) calendar days written notice to Consultant with the reason for termination stated in the notice. The Contract shall then be deemed terminated and no further work shall be performed by Consultant. If the Contract is so terminated, the Consultant shall be paid for that percentage of work actually completed at the time the notice of termination is received.

12. CONSULTANT STATUS. In performing the obligations set forth in this Contract, Consultant shall have the status of an independent contractor and Consultant

499
State Professional Services Contract
Kimley-Horn and Associates, Inc. – Project No. WT23019/HSIPSL-5008(204) (Updated 010/18/23)
shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees, and are not agents of the City. Subcontractors shall not be recognized as having any direct or contractual relationship with the City. The persons engaged in the work, including employees of subcontractors and suppliers, will be considered employees of Consultant.

The Consultant shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Contract. The Consultant is responsible to the City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.

A. If in the performance of this Contract any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Consultant.
i. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant’s personnel.
ii. As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against the City based upon any contention by any third party that employer-employee relationship exists by reason of this Contract.

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

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

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

To Consultant: Kimley-Horn and To City: Public Works Director Associates, Inc. City of Stockton
1300 Clay Street, Suite 900 22 E. Weber Ave., Rm. 301
Oakland, CA 94612 Stockton, CA 95202

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

500
State Professional Services Contract
Kimley-Horn and Associates, Inc. – Project No. WT23019/HSIPSL-5008(204) (Updated 010/18/23)
covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Contract.

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

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

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

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

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

21. GOVERNING LAW. California law shall govern any legal action pursuant to this Contract with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the federal District Court of California, Eastern District, Sacramento Division.

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

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

501
State Professional Services Contract
Kimley-Horn and Associates, Inc. – Project No. WT23019/HSIPSL-5008(204) (Updated 010/18/23)
and City, supersedes all prior negotiations, representations, or agreements, either written or oral, between the parties, and may be amended only by written instrument signed by Consultant and City. All exhibits and this contract are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Contract and the attached exhibits, the terms of this Contract will prevail.

24. STATE CONTRACT PROVISIONS. Consultant shall comply with the State Funded Consultant Contract Provisions which are attached hereto as Exhibit “G” and incorporated herein by this reference.

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

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

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

502
EXHIBIT 1
503
EXHIBIT A Page 10 of 55 EXHIBIT 1
504
EXHIBIT A Page 11 of 55 EXHIBIT 1
505
EXHIBIT A Page 12 of 55 EXHIBIT 1
506
 

 
   

 !
 "# $% 

&'()&*++, +
- .)
/(01-2 3456789 :;<;=74 >?@>A :;<;=74 34B<8BC;DEB<E ?F;4=7 $ *  G1 H-&I
- JKLMNMOJKOPNQLJKOPNRLJSSNQTJQRNOKJQONPPJTKNTKJPTNLU V1221W.&I - JPKQNOMJUUTNKLJUUTNSQJLPRNSUJLKSNRTJKMUNQOJKQTNOOJKPPNRR XYZ&[ [\\ \ [][^[]__ \^`a[^b_ccd`^ KNK LP P P KPJUeKUSNMS KNL QM M M UUJReKRONSL KNU LP P M M LRJTeMLTNRS KUfOfOfKSfLUfKSfLMfOf XYZ&_ cc[gh i`c[`[[`g__c]]ai^b^[^dch LNK
LOPQURP JLQeQKLNSP LNL PM Q KR LUMJReULPNLU LNU QPLKOKOKTUT PRQJKRePULNSL LNP QQLKQKTKOUO PRMJKMeRMKNTM LNT PPLR KOKOLO PQLJKUeQQONKU LNQ PLLQ Q KOKT PPMJKOeSMQNOQ KOfPfLfLLfMfKLfUQfTf XYZ&] XYZ&c [h\ \ _c[_ c c[c^ga[ib`]gd\g PNK QKLKLUOJSeLKMNRQ PNL PP P P P L LLJTeLTPNRU PNU RR R LPJSeOQKNUS LPfOfOfULfKQfTfTfKRf XYZ&`
_`_ \ ]c \ \]i \[\\a_`bigcd[i TNK QM P KMJTeUMTNKO TNL QKLKPULJSeSMKNLT TNU MM M LSJSePQRNUS TNP PL P KLLLJTeUOMNPR LTfLfOfUPfOfOfUMfOf XYZ&g _ \ \ _ \ \ c \h a[bihidg] QNK LL P R JKeMRMNQU LTfOfOfLTfOfOfTOfOf ii[hh[gh^\gh__`]ggi_ ac[b[i]d]cagb\]_d[_a_bghgd\^ac[b^hgd_`a[`b_cidc]a[]b[gcdh`a]^b[_cd[^a`b_[`dgia[g_bc`[di] a]]b][^d^h JKOeLTPNSR JTOONOO JUOONOO JLOONOO JLLeOQUNOO a[i`b^gid^\ j4;k7D@:BD7;=7 l<B85&m<=B<774B<=&no77&;99;8F7p&q47;rp5s<t j4;uuB8&?5v<9o XwXx&
wyXz XYZ&g&"{
&!|&}!Z ~v9oBp7&34B<9B<= 7p&m€@?5v4B74@~k74<B=F9&7DBk74‚ XYZ&`&"{ &!|&}!Z ƒ;q54&mo8;D;9B5<
!!„
!
†
Y
y{
„Y ‡Y&yˆˆ!
&‡&
!Y
{
!
XwXx&‰wŠ‹y y
!
&x!z ŒBp&vCC549 w

&‡{
&
!Y
Y "Y&„&"ˆ

&yŽ&†!#
Y 347o74kB<=&;<p&374C79v;9B<=&v4k7‚&:5<v7<9o KOOf&?5CD797 7kB7s&m€Bo9B<=&j5C5 B7Dp&7kB7s yd &"!|YY! QTf&3‘m KOOf&?F78r&34B<9 "Yb&yˆ{|{ !Yb&„&Y
#
&’"y“” ƒB=F9B<=&7oB=<&Œ;oBo&:75 &"!|YY!&• &"!|YY!&•• #Ž–‰!&„&YY!{ Yb&•{d X!
&‰!YX!
&
!Y
—{Z!„&‹Y{
"!˜{
yˆˆ!
l9BDB9‚&?554pB<;9B5< ŽY
3456789&™B8rE5uu&:779B<= }Y!&}Ž&y|
Ž&x

&•#ˆ!#
Y "!˜{
&š!d&}X_]\[i
‰y•"yx–`\\h’_\c” 7oB=<&vCC549&v4B<=&?5<o94v89B5< ?554pB<;9B5<@:779B<=o&v4B<=&?5<o94v89B5<&3F;o7 3456789& AoEqvBD9&4;sB<=o :;<;=77<9&;<p&ApB<Bo94;9B5< MTf&7oB=< XYZ&c&"{ &!|&}!Z XYZ&[&"{
&!|&}!Z 3456789&:779B<=o Œ›&?554pB<;9B5< "{&w {
&’y&wˆ
!&XYZ&—!œ” XYZ&_&"{
&!|&}!Z
EXHIBIT B Page 13 of 55 EXHIBIT 1
507

EXHIBIT C

508
REV 2022‐05‐17
Insurance Requirements
(Wilson Way Safety Lighting, Project No. WT23019/HSIPSL-5008(204)) 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 (nonowned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

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

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

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

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

EXHIBIT D

509
REV 2022‐05‐17
Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

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

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

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any

EXHIBIT D

510
REV 2022‐05‐17
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
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 claimsmade 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.

EXHIBIT D

511
REV 2022‐05‐17
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
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, 3rd Floor – HR
Stockton, CA 95202

EXHIBIT D

512
EXHIBIT E Page 19 of 55 EXHIBIT 1
513
EXHIBIT E Page 20 of 55 EXHIBIT 1
514
EXHIBIT E Page 21 of 55 EXHIBIT 1
515
EXHIBIT E Page 22 of 55 EXHIBIT 1
516
EXHIBIT E Page 23 of 55 EXHIBIT 1
517
EXHIBIT E Page 24 of 55 EXHIBIT 1
518
EXHIBIT E Page 25 of 55 EXHIBIT 1
519
EXHIBIT E Page 26 of 55 EXHIBIT 1
520
EXHIBIT E Page 27 of 55 EXHIBIT 1
521
EXHIBIT E Page 28 of 55 EXHIBIT 1
522
EXHIBIT E Page 29 of 55 EXHIBIT 1
523
EXHIBIT E Page 30 of 55 EXHIBIT 1
524
EXHIBIT E Page 31 of 55 EXHIBIT 1
525
EXHIBIT E Page 32 of 55 EXHIBIT 1
526
Appendix E of the Title VI Assurances
(US DOT Order 1050.2A)
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:

Pertinent Nondiscrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 4 71, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;
EXHIBIT F Page 33 of 55 EXHIBIT 1
527
• The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

EXHIBIT F Page 34 of 55 EXHIBIT 1
528
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
State Funded Consultant Contract Provisions

WILSON WAY SAFETY LIGHTING IMPROVEMENTS
City Project No. WT23019

TABLE OF CONTENTS
Page
ARTICLE I INTRODUCTION.................................................................................................................. 3 ARTICLE II CONSULTANT’S REPORTS OR MEETINGS..................................................................... 4 ARTICLE III STATEMENT OF WORK ................................................................................................... 4 ARTICLE IV PERFORMANCE PERIOD ................................................................................................ 5 ARTICLE V ALLOWABLE COSTS AND PAYMENTS........................................................................... 5 ARTICLE VI TERMINATION................................................................................................................ ..6 ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS ................................... ..7 ARTICLE VIII RETENTION OF RECORD/AUDITS.............................................................................. ..7 ARTICLE IX AUDIT REVIEW PROCEDURES..................................................................................... ..8 ARTICLE X SUBCONTRACTING........................................................................................................ ..9 ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES............................. 10 ARTICLE XII STATE PREVAILING WAGE RATES............................................................................. 11 ARTICLE XIII CONFLICT OF INTEREST ............................................................................................ 14 ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION........................ 15

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS FOR LOBBYING.................................................................................................................................. 15 ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE ................... 15 ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION .................................................. 17 ARTICLE XVIII NONE.......................................................................................................................... 17 ARTICLE XIX INSURANCE................................................................................................................. 17 ARTICLE XX FUNDING REQUIREMENTS.......................................................................................... 17 ARTICLE XXI CHANGE IN TERMS..................................................................................................... 17 EXHIBIT G Page 35 of 55 EXHIBIT 1
529
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
ARTICLE XXII CONTINGENT FEE...................................................................................................... 18 ARTICLE XXIII DISPUTES .................................................................................................................. 18 ARTICLE XXIV INSPECTION OF WORK ............................................................................................ 18 ARTICLE XXV SAFETY ...................................................................................................................... 18 ARTICLE XXVI OWNERSHIP OF DATA ............................................................................................. 19 ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR.............. 19 ARTICLE XXVIII CONFIDENTIALITY OF DATA.................................................................................. 20 ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION ..................................... 20 ARTICLE XXX EVALUATION OF CONSULTANT............................................................................... 20 ARTICLE XXXI PROMPT PAYMENT .................................................................................................. 20 ARTICLE XXXII TITLE VI ASSURANCES........................................................................................... 21 ARTICLE XXXIII NOTIFICATION......................................................................................................... 21 ARTICLE XXXIV CONTRACT ............................................................................................................. 21 ARTICLE XXXV SIGNATURES........................................................................................................... 21 EXHIBIT G Page 36 of 55 EXHIBIT 1
530
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

ARTICLE I INTRODUCTION
A. This AGREEMENT is between the following named, hereinafter referred to as, CONSULTANT and the following named, hereinafter referred to as, LOCAL AGENCY:

The name of the “CONSULTANT” is as follows: KIMLEY HORN AND ASSOCIATES, INC.

Incorporated in the State of CALIFORNIA
The Project Manager for the “CONSULTANT” will be

KEVIN AGUIGUI
The name of the “LOCAL AGENCY” is as follows:

KIMLEY HORN AND ASSOCIATES, INC.

The Contract Administrator for LOCAL AGENCY will be RICARDO NAVARRO B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and the approved CONSULTANT’s Cost Proposal dated March 13,2024. The approved CONSULTANT’s Cost Proposal is attached hereto Exhibit A and incorporated by reference. If there is any conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take precedence.

C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless LOCAL AGENCY, its officers, officials, agents, employees and volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including without limitation, court costs and reasonable attorneys’ and expert witness fees, arising out of any failure to comply with applicable law, any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this AGREEMENT on the part of CONSULTANT, except such loss or damage which was caused by the sole negligence, or willful misconduct of LOCAL AGENCY, as determined by a Court of competent jurisdiction. The provisions of this section shall survive termination or suspension of this AGREEMENT.

D. CONSULTANT in the performance of this AGREEMENT, shall act in an independent capacity. It is understood and agreed that CONSULTANT (including CONSULTANT's employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto. CONSULTANT's assigned personnel shall not be entitled to any benefits payable to employees of City.

E. LOCAL AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of the AGREEMENT, and is not required to issue W-2 Forms for income and employment tax purposes for any of CONSULTANT's assigned personnel. CONSULTANT, in the performance of its obligation hereunder, is only subject to the control or direction of the LOCAL AGENCY as to the designation of tasks to be performed and the results to be accomplished.

F. Any third party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this AGREEMENT.

EXHIBIT G Page 37 of 55 EXHIBIT 1
531
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT from City under this AGREEMENT may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the LOCAL AGENCY.

H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, in the same manner as persons directly employed by CONSULTANT.

I. No alteration or variation of the terms of this AGREEMENT shall be valid, unless made in writing and signed by the parties authorized to bind the parties; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto.

J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT’s expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided.

ARTICLE II CONSULTANT’S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the LOCAL AGENCY’s Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed.

B. CONSULTANT’s Project Manager shall meet with LOCAL AGENCY’s Contract Administrator, as needed, to discuss progress on the AGREEMENT.

ARTICLE III STATEMENT OF WORK
[Insert Appropriate Statement of work including a Description of the Deliverables in the following sections. If a section does not apply to the AGREEMENT, state “Not Applicable to this AGREEMENT.”] A. CONSULTANT Services
See Exhibit “A”, Scope of Services of the Professional Services Contract.

B. Right of Way
See Exhibit “A”, Scope of Services of the Professional Services Contract.

C. Surveys
See Exhibit “A”, Scope of Services of the Professional Services Contract.

D. Subsurface Investigations
See Exhibit “A”, Scope of Services of the Professional Services Contract.

E. Local Agency Obligations
All data applicable to the project and in possession of LOCAL AGENCY, another agency, or government agency that are to be made available to CONSULTANT are referred to in the AGREEMENT. Any other assistance or services to be furnished to CONSULTANT are to be stated clearly. See “Rights and Duties of City” of the Professional Services Contract.

EXHIBIT G Page 38 of 55 EXHIBIT 1
532
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
F. Conferences, Site Visits, Inspection of Work
This AGREEMENT provides for conferences as needed, visits to the site, and inspection of the work by representatives of the LOCAL AGENCY, State, and/or FHWA. Costs incurred by CONSULTANT for meetings, subsequent to the initial meeting shall be included in the fee.

G. Checking Shop Drawings
[For AGREEMENTs requiring the preparation of construction drawings, make provision for checking shop drawings. Payment for checking shop drawings by CONSULTANT may be included in the AGREEMENT fee, or provision may be made for separate payment.] H. CONSULTANT Services During Construction
The extent, if any of CONSULTANT’s services during the course of construction as material testing, construction surveys. etc., are specified in the AGREEMENT together with the method of payment for such services.

I. Documentation and Schedules
AGREEMENTs where appropriate, shall provide that CONSULTANT document the results of the work to the satisfaction of LOCAL AGENCY, and if applicable, the State and FHWA. This may include preparation of progress and final reports, plans, specifications and estimates, or similar evidence of attainment of the AGREEMENT objectives.

J. Deliverables and Number of Copies
The number of copies or documents to be furnished, such as reports, brochures, sets of plans, specifications, or Right of Way parcel maps shall be specified. Provision may be made for payment for additional copies.

ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on _______________________, contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on June 30, 2029, unless extended by AGREEMENT amendment.

B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.

ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY’s approved overhead rate set forth in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “I” of this Article shall not be exceeded, unless authorized by AGREEMENT amendment.

B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. CONSULTANT’s agreement to the extension of the 1-year applicable period EXHIBIT G Page 39 of 55 EXHIBIT 1
533
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
shall not be a condition or qualification to be considered for the work or AGREEMENT award.

C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of $195,769.70. The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a significant change in the scope of work and such adjustment is made by AGREEMENT amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal.

E. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSULTANT’s fixed fee will be included in the monthly progress payments. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this AGREEMENT.

H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL AGENCY’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase. The final invoice should be submitted within sixty (60) calendar days after completion of CONSULTANT’s work. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

CITY OF STOCKTON PUBLIC WORKS DEPARTMENT
22 E. WEBER AVENUE, ROOM 301
STOCKTON, CA 95202
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $195,769.70 .

J. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.

ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, (See Section 11 of the Professional Services Contract).

EXHIBIT G Page 40 of 55 EXHIBIT 1
534
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent with the notice of termination.

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due City from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not.

ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. The CONSULTANT agrees that 48 CFR 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR 31 or 2 CFR 200 are subject to repayment by the CONSULTANT to LOCAL AGENCY.

D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

ARTICLE VIII RETENTION OF RECORD/AUDITS
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT and records for real property and equipment acquired with federal funds must be retained for three (3) years after final disposition. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSULTANT, Subconsultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

EXHIBIT G Page 41 of 55 EXHIBIT 1
535
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by LOCAL AGENCY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by LOCAL AGENCY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, LOCAL AGENCY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, LOCAL AGENCY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by the Independent Office of Audits and Investigations (IOAI). IOAI, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During IOAI’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, IOAI will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner. If IOAI identifies significant issues during the review and is unable to issue a cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR (e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines) is received and approved by IOAI.

EXHIBIT G Page 42 of 55 EXHIBIT 1
536
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

2. If IOAI is unable to issue a cognizant letter per paragraph E.1. above, IOAI may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. IOAI will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if IOAI is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items have occurred: (1) IOAI accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and, (3) IOAI has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same fiscal period ICR.

ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY.

EXHIBIT G Page 43 of 55 EXHIBIT 1
537
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
E. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

F. Prompt Progress Payment
CONSULTANT or subconsultant shall pay to any subconsultant, not later than fifteen (15) days after receipt of each progress payment, unless otherwise agreed to in writing, the respective amounts allowed CONSULTANT on account of the work performed by the subconsultants, to the extent of each subconsultant’s interest therein. In the event that there is a good faith dispute over all or any portion of the amount due on a progress payment from CONSULTANT or subconsultant to a subconsultant, CONSULTANT or subconsultant may withhold no more than 150 percent of the disputed amount. Any violation of this requirement shall constitute a cause for disciplinary action and shall subject the licensee to a penalty, payable to the subconsultant, of 2 percent of the amount due per month for every month that payment is not made.

In any action for the collection of funds wrongfully withheld, the prevailing party shall be entitled to his or her attorney’s fees and costs. The sanctions authorized under this requirement shall be separate from, and in addition to, all other remedies, either civil, administrative, or criminal. This clause applies to both DBE and non-DBE subconsultants.

G. Prompt Payment of Withheld Funds to Subconsultants
The LOCAL AGENCY may hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY, of the contract work, and pay retainage to CONSULTANT based on these acceptances. The LOCAL AGENCY shall designate one of the methods below in the contract to ensure prompt and full payment of any retainage kept by CONSULTANT or subconsultant to a subconsultant.

The LOCAL AGENCY shall hold retainage from CONSULTANT and shall make prompt and regular incremental acceptances of portions, as determined by the LOCAL AGENCY of the contract work and pay retainage to CONSULTANT based on these acceptances. CONSULTANT or subconsultant shall return all monies withheld in retention from all subconsultants within 15 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the LOCAL AGENCY. Any delay or postponement of payment may take place only for good cause and with the LOCAL AGENCY’s prior written approval. Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions, and other remedies specified in Section 3321 of the California Civil Code. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT; deficient subconsultant performance and/or noncompliance by a subconsultant. This clause applies to both DBE and nonDBE subconsultants.

Any violation of these provisions shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified therein. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by CONSULTANT, deficient subcontract performance, or noncompliance by a subconsultant.

ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL EXPENDITURES A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

EXHIBIT G Page 44 of 55 EXHIBIT 1
538
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL AGENCY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of proposal must be adequately justified.

C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:

1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

2. Regulation 2 CFR 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project

ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer (https://dot.ca.gov/programs/construction/labor-compliance). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations website at http://www.dir.ca.gov.

D. Payroll Records

1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the CONSULTANT or Subconsultant in connection with the public work. Each payroll record shall contain or be EXHIBIT G Page 45 of 55 EXHIBIT 1
539
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request. b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT.

The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.

3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the CONSULTANT or Subconsultant performing the work shall not be marked or obliterated.

5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated.

Such penalties shall be withheld by LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a Subconsultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

EXHIBIT G Page 46 of 55 EXHIBIT 1
540
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
F. Penalty

1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any Subconsultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its Subconsultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or Subconsultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or Subconsultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or Subconsultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or Subconsultant.

4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per diem wages by the Subconsultant, the CONSULTANT of the project is not liable for the penalties described above unless the CONSULTANT had knowledge of that failure of the Subconsultant to pay the specified prevailing rate of wages to those workers or unless the CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815. b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the Subconsultant to the employees by periodic review of the certified payroll records of the Subconsultant.
c. Upon becoming aware of the Subconsultant’s failure to pay the specified prevailing rate of wages to the Subconsultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for work performed on the public works project. d. Prior to making final payment to the Subconsultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant that the Subconsultant had paid the specified general prevailing rate of per diem wages to the Subconsultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay workers the general prevailing rate of per diem wages.

6. If LOCAL AGENCY determines that employees of a Subconsultant were not paid the general EXHIBIT G Page 47 of 55 EXHIBIT 1
541
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the CONSULTANT shall withhold an amount of moneys due the Subconsultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL AGENCY.

G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

H. Employment of Apprentices

1. Where either the prime AGREEMENT or the subagreement exceeds thirty thousand dollars ($30,000), the CONSULTANT and any subconsultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. CONSULTANTs and subconsultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all subconsultants’ compliance with these requirements.

Penalties are specified in Labor Code §1777.7.

ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT further agrees to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this EXHIBIT G Page 48 of 55 EXHIBIT 1
542
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any LOCAL AGENCY employee.

For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY, STATE, OR FEDERAL FUNDS

FOR LOBBYING
A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or LOCAL AGENCY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.

ARTICLE XVI NON-DISCRIMINATION CLAUSE AND STATEMENT OF COMPLIANCE A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any EXHIBIT G Page 49 of 55 EXHIBIT 1
543
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR §§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

C. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain compliance with this clause.

D. CONSULTANT and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

E. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

F. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

G. The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR 21 – Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of Subconsultants.

H. CONSULTANT, subrecipient or subconsultant will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR 26 on the basis of race, color, sex, or national origin. In administering the LOCAL AGENCY components of the DBE Program Plan, CONSULTANT, subrecipient or subconsultant will not, directly, or through contractual or other arrangements, use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race, color, sex, or national origin.

EXHIBIT G Page 50 of 55 EXHIBIT 1
544
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government excluded parties (https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

ARTICLE XIX INSURANCE
See Section 3 of the Professional Services Contract.

ARTICLE XX FUNDING REQUIREMENTS
A. It is mutually understood between the parties that this AGREEMENT may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the AGREEMENT were executed after that determination was made.

B. This AGREEMENT is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this AGREEMENT. In addition, this AGREEMENT is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this AGREEMENT in any manner.

C. It is mutually agreed that if sufficient funds are not appropriated, this AGREEMENT may be amended to reflect any reduction in funds.

D. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by mutual agreement to amend the AGREEMENT to reflect any reduction of funds.

ARTICLE XXI CHANGE IN TERMS
A. This AGREEMENT may be amended or modified only by mutual written agreement of the parties.

B. CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY’s Contract Administrator.

C. There shall be no change in CONSULTANT’s Project Manager or members of the project team, as EXHIBIT G Page 51 of 55 EXHIBIT 1
545
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
listed in the approved Cost Proposal, which is a part of this AGREEMENT without prior written approval by LOCAL AGENCY’s Contract Administrator.

ARTICLE XXII CONTINGENT FEE
CONSULTANT warrants, by execution of this AGREEMENT that no person or selling agency has been employed, or retained, to solicit or secure this AGREEMENT upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this AGREEMENT without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the AGREEMENT price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee.

ARTICLE XXIII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith, to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good-faith negotiations and as may be otherwise provided herein, then either party may commence legal action against the other.

A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY’s Contract Administrator and Department Head or Designee, who may consider written or verbal information submitted by CONSULTANT.

B. Not later than thirty (30) calendar days after completion of all work under the AGREEMENT, CONSULTANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing.

C. Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULTANT from full and timely performance in accordance with the terms of this AGREEMENT.

ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the State, and the FHWA if federal participating funds are used in this AGREEMENT; to review and inspect the project activities and files at all reasonable times during the performance period of this AGREEMENT.

ARTICLE XXV SAFETY
A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives.

CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site.

B. Pursuant to the authority contained in Vehicle Code §591, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles.

C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article.

EXHIBIT G Page 52 of 55 EXHIBIT 1
546
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in Labor Code §6500 and §6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five (5) feet or deeper.

ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of City, and CONSULTANT shall have no property right therein whatsoever.

Immediately upon termination, City shall be entitled to, and CONSULTANT shall deliver to City, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to City which is in CONSULTANT’s possession. Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by City.

B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City without restriction or limitation upon its use or dissemination by City.

C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract.

Any reuse by City for another project or project location shall be at City’s sole risk.

D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federalaid contracts).

E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.

ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY’s CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY’s construction contractor relating to work performed by CONSULTANT’s personnel, and additional information or assistance from CONSULTANT’s personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY’S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings.

B. CONSULTANT’s personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY.Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT’s personnel services under this AGREEMENT.

C. Services of CONSULTANT’s personnel in connection with LOCAL AGENCY’s construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this AGREEMENT in order to resolve the construction claims.

EXHIBIT G Page 53 of 55 EXHIBIT 1
547
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023

ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY’s operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and disclosure.

B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion.

C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or LOCAL AGENCY’s actions on the same, except to LOCAL AGENCY’s staff, CONSULTANT’s own personnel involved in the performance of this AGREEMENT, at public hearings, or in response to questions from a Legislative committee.

D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this AGREEMENT without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY’S written permission.

E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article.

F. All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials prepared or assembled by CONSULTANT pursuant to performance of this Contract are confidential and CONSULTANT agrees that they shall not be made available to any individual or organization without the prior written approval of City or except by court order. If CONSULTANT or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, City has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT releasing the information, including, but not limited to, City’s attorney’s fees and disbursements, including without limitation experts’ fees and disbursements.

ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

ARTICLE XXX EVALUATION OF CONSULTANT
CONSULTANT’s performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the AGREEMENT record.

ARTICLE XXXI PROMPT PAYMENT
A. PROMPT PAYMENT FROM LOCAL AGENCY TO CONSULTANT
The LOCAL AGENCY shall make all project progress payment within 30 days after receipt of an undisputed and properly submitted payment request from CONSULTANT on a professional service contract. If the LOCAL AGENCY fails to pay promptly, the LOCAL AGENCY shall pay interest to the CONSULTANT, which accrues at the rate of 10 percent per annum on the principal amount of a money judgment remaining unsatisfied and pro-rated as necessary. Upon receipt of the payment request, the LOCAL AGENCY shall act in accordance with both of the following:

EXHIBIT G Page 54 of 55 EXHIBIT 1
548
Local Assistance Procedures Manual Exhibit 10-R
A&E Boilerplate Agreement Language

May 2023
(1) The LOCAL AGENCY shall review each payment request as soon as feasible after receipt to verify it is a proper payment request.
(2) The LOCAL AGENCY must return any payment request deemed improper by the LOCAL AGENCY to the CONSULTANT as soon as feasible, but not later than seven (7) days, after receipt. A request returned pursuant to this paragraph shall include documentation setting forth in writing the reasons why it is an improper payment request.

B. PROMPT PAYMENT CERTIFICATION
For projects awarded on or after September 1, 2023: the CONSULTANT must now submit Exhibit 9-P to the LOCAL AGENCY administering the contract by the 15th of the month following the month of any payment(s). If the CONSULTANT does not make any payments to subconsultants, supplier(s), and/or manufacturers they must report “no payments were made to subs this month” and write this visibly and legibly on Exhibit 9-P.

The LOCAL AGENCY must verify all Exhibit 9-P information, monitor compliance with prompt payment requirements for DBE and non-DBE firms, and address any shortfalls to the DBE commitment and prompt payment issues until the end of the project. The LOCAL AGENCY must email a copy of Exhibit 9-P to [email protected] before the end of the month after receiving the Exhibit 9-P from the CONSULTANT.

ARTICLE XXXII TITLE VI ASSURANCES
Refer to the Professional Services Contract.

ARTICLE XXXIII NOTIFICATION
Refer to the Professional Services Contract.

ARTICLE XXXIV CONTRACT
Refer to the Professional Services Contract.

ARTICLE XXXV SIGNATURES
Refer to the Professional Services Contract.

EXHIBIT G Page 55 of 55 EXHIBIT 1
549
City of Stockton
Legislation Text
File #: 24-1026, Version: 1
AMENDMENT TO TITLE 8 OF THE STOCKTON MUNICIPAL CODE RELATED TO INDUSTRIAL

WASTE COLLECTOR PERMITS

RECOMMENDATION
It is recommended that the City Council adopt an Ordinance to amend Title 8, Chapter 8.04 of the Stockton Municipal Code, concerning industrial waste collector permits:

1. To delete references to previously issued and expired permits, including the expiration date of December 31, 2024.

2. To add language specifying a permit expiration period of five years after the date of issuance.

3. To add language clarifying the extension of such permits.

Summary
Chapter 8.04 of the Stockton Municipal Code (SMC) contains provisions regulating industrial waste collection. It is recommended that Council adopt an Ordinance to amend the SMC to delete references to previously issued and expired permits, including the expiration date of December 31, 2024, to add language specifying a permit expiration period of five years after the date of issuance, and to add language clarifying the extension of such permits (Attachment A).

If approved, the Ordinance would not change any other provision related to the current industrial waste collector permitting requirements contained in the SMC.

DISCUSSION
Background
Industrial waste collection is not part of the City’s exclusive franchise agreements, and a separate permitting process is in place to manage this waste stream. Any qualified hauler can provide this service by paying the permit fee and obtaining approval of the majority of the City Council as required by the SMC.

The following companies hold active industrial waste collector permits that are valid through December 31, 2024:
· Sunrise Sanitation, Inc. (Republic Services), Stockton, CA · USA Waste of California, Inc. (WM, formerly Waste Management), Stockton, CA · California Waste Recovery Systems, LLC (Cal-Waste), Galt, CA City of Stockton Page 1 of 2 Printed on 11/7/2024
powered by Legistar™550
File #: 24-1026, Version: 1
Historically, industrial waste collector permits are issued to be active for five years from the date of issuance. If the hauler met all of its obligations outlined in the SMC, staff would recommend a fiveyear permit extension for City Council approval. If the industrial waste hauler was in good standing, up to two five-year extensions were allowed. Thus, an industrial waste collector permit holder could have an active permit for 15 years before applying for a new industrial waste collector permit and paying the issuance fee, currently $100,000, as set by the City Council.

Present Situation
Staff recommends deleting calendar dates for previously issued and expired permits, including the date of December 31, 2024, and adding language specifying a permit expiration period of five years after the date of issuance. Doing so eliminates the need to return to the City Council to amend the SMC related to the issuance and expiration date of industrial waste collector permits.

The proposed Ordinance amends Chapter 8.04 of the SMC sections 8.04.290, 8.04.300, and

8.04.340 (Attachment A). All current industrial waste collector permit holders are unaffected by the proposed municipal code changes. Each company has reached the maximum allowed permit extensions and has submitted applications for new industrial waste collector permits. If approved, the new permits would be effective January 1, 2025.

Findings
The findings to support approval of the proposed Ordinance are as follows:

1. SMC section 8.04.290 provides that an industrial waste collector must have a permit to conduct such business in Stockton.

2. There are currently three permitted industrial waste collectors whose permits will expire on December 31, 2024, requiring an amendment to the SMC.

3. The current permit holders, Sunrise Sanitation, Inc. (Republic Services), USA Waste of California, Inc. (WM, formerly Waste Management), and California Waste Recovery Systems, LLC (Cal-Waste), are in good standing with the City of Stockton and are operating within the terms of their current permits.

4. It is in the best interest of the City to allow continued industrial waste collection services without interruption and to eliminate past issuance and expiration dates from the SMC related to industrial waste collector permits.

5. It is further in the best interest of the City to specify the term of industrial waste collector permit periods and extensions.

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

Attachment A - Proposed Ordinance - Redline Version
City of Stockton Page 2 of 2 Printed on 11/7/2024
powered by Legistar™551

ATTACHMENT A
ORDINANCE NO.

AN ORDINANCE AMENDING TITLE 8, CHAPTERS 8.04, SECTIONS 8.04.290, 8.04.300, AND 8.04.340 OF THE STOCKTON MUNICIPAL CODE RELATING TO THE INDUSTRIAL

WASTE COLLECTORS PERMIT REQUIRED

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

SECTION I. FINDINGS AND INTENT
The City Council of the City of Stockton finds that:

1. The Stockton Municipal Code section 8.04.290 provides that an Industrial Waste Collector must have a permit to conduct such business in Stockton.

2. There are currently three permitted industrial waste collectors whose permits will expire on December 31, 2024. If the Stockton Municipal Code is not amended before this expiration date, any person(s) providing industrial waste collection services will be operating in direct violation of the Stockton Municipal Code after December 31, 2024.

3. Title 8, Chapter 8.04, Sections 8.04.290, 8.04.300, 8.04.310, and 8.04.340 should be amended to allow for continued industrial waste collection services without interruption, which is in the public interest.

SECTION II. AMENDMENT OF CODE
Title 8, Chapter 8.04 of the Stockton Municipal Code is amended and shall read as follows:

8.04.290 Industrial waste collectors—Permit required.

It is unlawful for any person, firm, or corporation to collect and dispose of industrial waste within the City as an industrial waste collector without first having received a permit. Said permit shall be issued upon majority vote of the City Council. The fee for the issuance of said permit shall be the sum of $100,000.00, or another amount determined by City Council.

Any such permit issued pursuant to this section shall not be transferable to another person, firm, or corporation, and in the case of corporations the permit shall become void whenever there may occur a transfer of the majority interest in said corporation. Said permit or license issued prior to May 30, 2019, shall expire on December 31, 2024. Any such permit or license, when issued, shall expire after a period of five years from the date of issuance. This constitutes the City's five-year notice that may or may not be required under Public Resources Code section 49520. Extension of any such permit or license after the initial fiveyear term expires may be considered. Such extension, if granted, may not exceed a period of five years and may not occur more than twice. Permitted industrial waste collectors shall comply at all times with applicable law related to its operations, including, but not limited to, SB 1383. Industrial waste collectors, upon request of City, shall provide documentation of compliance as a condition of permit approval.
552

ATTACHMENT A
(Prior code § 7-059; Ord. 2019-04-30-1108 C.S. § 2; Ord. 2022-06-14-1502 C.S. § 1) SECTION III. AMENDMENT OF CODE
Title 8, Chapter 8.04, section 8.04.300 of the Stockton Municipal Code is hereby amended to read as follows:

8.04.300 Industrial waste collector—Permit fee and AB 939 fee A. In addition to the initial permit fee mentioned in Section 8.04.290, for the privilege to provide service pursuant to permit, the industrial waste collector shall pay to the City 18.5 percent of the gross revenue collected for performing industrial waste collection services. The industrial waste collector shall also pay to the City an AB 939 fee equal to 5% of gross revenue collected for performing industrial waste collection services.

B. For the purpose of this section only, no such additional fee will be due and payable to City for revenues derived from the direct or indirect sale of reclaimed solid waste or its derivatives. However, this provision shall not be construed to exempt revenue from any element of the services to collect such industrial waste.

C. On or before the 15th day of each month, the industrial waste collector shall submit to the Administrative Services Officer a statement of gross revenues collected pursuant to the permit for the preceding month, with the appropriate remittance in full. Such statement shall separately show gross revenue from the sale of reclaimed discard materials for the preceding month.

The industrial waste collector shall, from the sources of revenue available to the collector through the granting of the permit, pay all fees and charges due to the City as provided for in this section. A 5% penalty shall apply to a delinquent payment for the first month, and a 1% penalty shall be added for each succeeding month thereafter until the delinquent balance is paid in full. Permit holders of industrial waste collector permits issued prior to May 30, 2019, shall also pay to the City 18.5 percent of the gross revenue collected for performing industrial waste collection services and shall also pay an AB 939 fee equal to 5% of gross revenue collected for performing industrial waste collection services.

D.
(Prior code § 7-060; Ord. 2019-04-30-1108 C.S. § 3; Ord. 2022-06-14-1502 C.S. § 1) SECTION IV. AMENDMENT OF CODE
Title 8, Chapter 8.04, section 8.04.340 of the Stockton Municipal Code is hereby amended to read as follows:

8.04.340 Commercial recyclable material collectors and industrial waste collectors— Reports to City.

A. Every commercial recyclable material collector and every industrial waste collector who has obtained a permit to provide collection services within the City, and every permit holder of an industrial waste collector permit issued prior to May 30, 2019, shall at any time deemed necessary by the Public Works Director, make available to City all disposal 553

ATTACHMENT A
and diversion records that pertain to any portion of collection services within the scope of the permit issued pursuant to Section 8.04.270 or 8.04.290.

B. Every commercial recyclable material collector and industrial waste collector, and every permit holder of an industrial waste collector permit issued prior to June 1, 2003, shall provide a quarterly report to the City of total tons disposed and tons diverted through provision of commercial discarded materials collection or industrial waste collection services in the City. Quarterly reports to the City shall be due on the 15th day of the month following the previous calendar quarter.

C. Every commercial recyclable materials collector, industrial waste collector, and permit holder shall additionally comply with all reporting requirements set forth under its agreement, contract, permit, or other written direction from the City. The subject of such reports may include, but are not limited to, operational, financial, or programmatic information and shall be submitted in a manner and timeline specified by the Director or its designee. (Prior code § 7-064; Ord. 2019-04-30-1108 C.S. § 5; Ord. 2022-06-14-1502 C.S. § 1)
SECTION V. SEVERABILITY
If any such provision of this ordinance or the application thereof to any person or circumstance is held invalid, that invalidity shall not affect other provisions or applications of the act which can be given without the invalid provision or application, and to this end the previous of this act are severable.

SECTION VI. EFFECTIVE DATE
This ordinance shall take effect and be in full force thirty (30) days after its passage.

ADOPTED:

EFFECTIVE:

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

KATHERINE ROLAND, CMC, CPMC
City of Stockton Interim City Clerk
554
ORDINANCE NO.

AN ORDINANCE AMENDING TITLE 8, CHAPTERS 8.04, SECTIONS 8.04.290, 8.04.300, AND 8.04.340 OF THE STOCKTON MUNICIPAL CODE RELATING TO THE INDUSTRIAL

WASTE COLLECTORS PERMIT REQUIRED

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

SECTION I. FINDINGS AND INTENT
The City Council of the City of Stockton finds that:

1. The Stockton Municipal Code section 8.04.290 provides that an Industrial Waste Collector must have a permit to conduct such business in Stockton.

2. There are currently three permitted industrial waste collectors whose permits will expire on December 31, 2024. If the Stockton Municipal Code is not amended before this expiration date, any person(s) providing industrial waste collection services will be operating in direct violation of the Stockton Municipal Code after December 31, 2024.

3. Title 8, Chapter 8.04, Sections 8.04.290, 8.04.300, 8.04.310, and 8.04.340 should be amended to allow for continued industrial waste collection services without interruption, which is in the public interest.

SECTION II. AMENDMENT OF CODE
Title 8, Chapter 8.04 of the Stockton Municipal Code is amended and shall read as follows:

8.04.290 Industrial waste collectors—Permit required.

It is unlawful for any person, firm, or corporation to collect and dispose of industrial waste within the City as an industrial waste collector without first having received a permit. Said permit shall be issued upon majority vote of the City Council. The fee for the issuance of said permit shall be the sum of $100,000.00, or another amount determined by City Council.

Any such permit issued pursuant to this section shall not be transferable to another person, firm, or corporation, and in the case of corporations the permit shall become void whenever there may occur a transfer of the majority interest in said corporation. Any such permit or license, when issued, shall expire after a period of five years from the date of issuance. This constitutes the City's five-year notice that may or may not be required under Public Resources Code section 49520. Extension of any such permit or license after the initial fiveyear term expires may be considered. Such extension, if granted, may not exceed a period of five years and may not occur more than twice. Permitted industrial waste collectors shall comply at all times with applicable law related to its operations, including, but not limited to, SB 1383. Industrial waste collectors, upon request of City, shall provide documentation of compliance as a condition of permit approval.
(Prior code § 7-059; Ord. 2019-04-30-1108 C.S. § 2; Ord. 2022-06-14-1502 C.S. § 1) 555
SECTION III. AMENDMENT OF CODE
Title 8, Chapter 8.04, section 8.04.300 of the Stockton Municipal Code is hereby amended to read as follows:

8.04.300 Industrial waste collector—Permit fee and AB 939 fee A. In addition to the initial permit fee mentioned in Section 8.04.290, for the privilege to provide service pursuant to permit, the industrial waste collector shall pay to the City 18.5 percent of the gross revenue collected for performing industrial waste collection services. The industrial waste collector shall also pay to the City an AB 939 fee equal to 5% of gross revenue collected for performing industrial waste collection services.

B. For the purpose of this section only, no such additional fee will be due and payable to City for revenues derived from the direct or indirect sale of reclaimed solid waste or its derivatives. However, this provision shall not be construed to exempt revenue from any element of the services to collect such industrial waste.

C. On or before the 15th day of each month, the industrial waste collector shall submit to the Administrative Services Officer a statement of gross revenues collected pursuant to the permit for the preceding month, with the appropriate remittance in full. Such statement shall separately show gross revenue from the sale of reclaimed discard materials for the preceding month.

The industrial waste collector shall, from the sources of revenue available to the collector through the granting of the permit, pay all fees and charges due to the City as provided for in this section. A 5% penalty shall apply to a delinquent payment for the first month, and a 1% penalty shall be added for each succeeding month thereafter until the delinquent balance is paid in full.
(Prior code § 7-060; Ord. 2019-04-30-1108 C.S. § 3; Ord. 2022-06-14-1502 C.S. § 1) SECTION IV. AMENDMENT OF CODE
Title 8, Chapter 8.04, section 8.04.340 of the Stockton Municipal Code is hereby amended to read as follows:

8.04.340 Commercial recyclable material collectors and industrial waste collectors— Reports to City.

A. Every commercial recyclable material collector and every industrial waste collector who has obtained a permit to provide collection services within the City, and every permit holder of an industrial waste collector permit shall at any time deemed necessary by the Public Works Director, make available to City all disposal and diversion records that pertain to any portion of collection services within the scope of the permit issued pursuant to Section 8.04.270 or 8.04.290.

B. Every commercial recyclable material collector and industrial waste collector, and every permit holder of an industrial waste collector permit shall provide a quarterly report 556
to the City of total tons disposed and tons diverted through provision of commercial discarded materials collection or industrial waste collection services in the City. Quarterly reports to the City shall be due on the 15th day of the month following the previous calendar quarter.

C. Every commercial recyclable materials collector, industrial waste collector, and permit holder shall additionally comply with all reporting requirements set forth under its agreement, contract, permit, or other written direction from the City. The subject of such reports may include, but are not limited to, operational, financial, or programmatic information and shall be submitted in a manner and timeline specified by the Director or its designee. (Prior code § 7-064; Ord. 2019-04-30-1108 C.S. § 5; Ord. 2022-06-14-1502 C.S. § 1)
SECTION V. SEVERABILITY
If any such provision of this ordinance or the application thereof to any person or circumstance is held invalid, that invalidity shall not affect other provisions or applications of the act which can be given without the invalid provision or application, and to this end the previous of this act are severable.

SECTION VI. EFFECTIVE DATE
This ordinance shall take effect and be in full force thirty (30) days after its passage.

ADOPTED:

EFFECTIVE:

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

KATHERINE ROLAND, CMC, CPMC
Interim City Clerk of the City of Stockton
557
City of Stockton
Legislation Text
File #: 24-1033, Version: 1

ADOPT RESOLUTION TO APPROPRIATE FUNDS AND AUTHORIZE CONTRACT CHANGE ORDER NO. 5 FOR THE NORTHEAST STOCKTON LIBRARY AND COMMUNITY CENTER

PROJECT

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

1. Appropriate funds in the amount of $13,500,000 from the Measure M Strong Communities Fund Balance to the Northeast Stockton Library and Community Center, Project No. CL17024.

2. Authorize the City Manager to execute Contract Change Order No. 5 in the amount of $9,717,288.14 with Patriot Contracting, Inc., Resumption Agreement, for the construction of the Northeast Stockton Library and Community Center, Project No. CL17024.

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 Northeast Stockton Library and Community Center project is located at 1461 Morada Lane, at the northwest corner of West Lane and Morada Lane (Attachment A). The project will construct a new library and community center on a 4.83-acre lot adjacent to Ronald E. McNair High School. The project was included in the 2017-22 and 2019-24 Five-Year Capital Improvement Plans (CIPs) and is funded by the Strong Communities Initiative (Measure M) and Public Facility Fees (PFF).

On December 15, 2020, by Resolution No. 2020-12-15-1404, Council awarded a Construction Contract in the amount of $14,450,556 to Patriot Contracting, Inc. (Patriot) of Gardena, CA, for construction of the Northeast Stockton Library and Community Center, Project No. CL17024.

Construction began on March 30, 2021, and four Contract Change Orders (CCOs) have been administratively approved. On April 19, 2023, construction was suspended to assess open construction deficiencies and project scheduling delays. While in suspension, the building was vandalized and set on fire.

In coordination with the City Attorney's Office and outside council, staff engaged Patriot in mediation to help resolve the open issues. Throughout the mediation process Patriot demonstrated a strong commitment to resolving disputes and provided an acceptable schedule for project completion.

Patriot also provided a favorable cost estimate to remediate the damaged caused by the fire.

City of Stockton Page 1 of 4 Printed on 11/7/2024
powered by Legistar™558
File #: 24-1033, Version: 1
Due to Patriot’s favorable response during the mediation process, their specific knowledge of the project, and their cost-efficient approach to remediate the fire damage, staff believes Patriot to be the most qualified to complete the project.

On September 18, 2024, under the existing contract, Public Works issued a Notice to Proceed.

Patriot has returned to the project site and resumed work. The project is scheduled to be completed by fall 2025, weather permitting.

On October 30, 2024, by Resolution No. 2024-10-30-0301, Council approved the reallocation of the American Rescue Plan Act funding in the amount of $500,000 to the Northeast Stockton Library and Community Center, Project No. CL17024.

It is recommended that Council approve an appropriation of Measure M funds in the amount of $13,500,000 to the Northeast Stockton Library and Community Center, Project No. CL17024. It is also recommended that Council approve Contract Change Order (CCO) No. 5 in the amount of $9,717,288.14 with Patriot for the resumption of construction for the Northeast Stockton Library and Community Center, Project No. CL17024.

DISCUSSION
Background
The Northeast Stockton Library and Community Center project site is located at 1461 Morada Lane, at the northwest corner of West Lane and Morada Lane (Attachment A). The project will construct a new library and community center on a 4.83-acre lot adjacent to Ronald E. McNair High School. The design was completed in April 2020. The new facility will be Leadership in Energy and Environmental Design Silver certified and will consist of a library, gymnasium, multipurpose rooms, locker area with changing rooms, staff offices, outdoor fitness areas, minor frontage modifications adjacent to the site, and other on-site improvements. The project was included in the 2017-22 and 2019-24 Five-Year CIPs and is funded by Measure M and PFF.

On December 15, 2020, by Resolution No. 2020-12-15-1404, Council awarded a Construction Contract in the amount of $14,450,556 to Patriot of Gardena, CA, for construction of the Northeast Stockton Library and Community Center, Project No. CL17024.

Project construction began on March 30, 2021. Since then, four CCOs in the total amount of $405,035.67 have been administratively approved, covering a range of modifications and additional work. These include updates for code compliance and structural improvements, such as rebar and roof reinforcement. Changes to mechanical, electrical, and Information Technology (IT) systems have been made, including HVAC revisions, lighting, and IT equipment adjustments. The CCOs also addressed enhancements to both interior and exterior amenities.

On April 19, 2023, construction was suspended to assess open construction deficiencies and project scheduling delays. While in suspension, the building was vandalized and set on fire.

In coordination with the City Attorney's Office and outside council, staff engaged Patriot in mediation to help resolve open issues on the project. Throughout the mediation process Patriot demonstrated a City of Stockton Page 2 of 4 Printed on 11/7/2024
powered by Legistar™559
File #: 24-1033, Version: 1
strong commitment to resolving disputes and provided an acceptable schedule for project completion. Patriot also provided a favorable cost estimate to remediate the damaged caused by the fire. Due to Patriot’s favorable response during the mediation process, their specific knowledge of the project, and their cost-efficient approach to remediate the fire damage, staff believes Patriot to be the most qualified to complete the project.

On September 18, 2024, under the existing contract, Public Works issued a Notice to Proceed.

Patriot has returned to the project site and resumed work.

On October 30, 2024, by Resolution No. 2024-10-30-0301, Council approved the reallocation of the American Rescue Plan Act funding in the amount of $500,000 to the Northeast Stockton Library and Community Center, Project No. CL17024.

Present Situation
It is recommended that Council approve CCO No. 5 in the amount of $9,717,288.14 with Patriot for the Resumption Agreement for the Northeast Stockton Library and Community Center, Project No.

CL17024. The revised contract amount, including previously approved CCOs, will be $24,572,879.81.

The Resumption Agreement allows construction to resume and encompasses all additional work, including the procurement of necessary materials needed to remediate damages sustained from the fire. The Resumption Agreement also establishes a mutual resolution of all current claims and potential claims Patriot and the City have against one another. Additionally, the Resumption Agreement includes measures to ensure effective and efficient completion of the project in accordance with the approved plans, specifications, new budget, and schedule. The project is scheduled to be completed by fall 2025, weather permitting.

With the exception of the provisions outlined in the Resumption Agreement, all other terms and conditions of the contract, including the commitment to the Community Workforce and Training Agreement, remain unchanged and in full force.

It is also recommended that Council adopt a resolution to appropriate funds in the amount of $13,500,000 from Measure M to the Northeast Stockton Library and Community Center, Project No.

CL17024, to fund CCO No. 5 and additional costs for Professional Services Agreements for design and construction support, staff, and contingencies.

The two Professional Services Agreements with Architectural Nexus, Inc. (Architect) and Griffin Structures, Inc. (Construction Management), remain in full effect. Contract amendments with these firms will be processed administratively for continued service and support through project completion.

FINANCIAL SUMMARY
Sufficient funding is available to appropriate funds in the amount of $13,500,000 from the Measure M Strong Communities Fund Balance to the Northeast Stockton Library and Community Center, Project No. CL17024.

City of Stockton Page 3 of 4 Printed on 11/7/2024
powered by Legistar™560
File #: 24-1033, Version: 1
There is no additional impact to the City's General Fund or any other unrestricted fund as a result of approving the recommended actions.

Attachment A - Vicinity Map
City of Stockton Page 4 of 4 Printed on 11/7/2024
powered by Legistar™561

ATTACHMENT A

NORTHEAST STOCKTON LIBRARY & COMMUNITY
CENTER (PROJECT NO. PW1724)

CITY OF STOCKTON

DEPARTMENT OF PUBLIC WORKS

EIGHT MILE ROAD

VICINITY MAP

NOTTO SCALE
N
-
LEGEND:

PROJECT AREA
•I
0 �-PROJECT LOCATION
MORADA LANE ��---1---�rll,=

HAMMER LANE
562
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROPRIATING FUNDING AND APPROVING CONTRACT CHANGE ORDER NO. 5 FOR THE NORTHEAST STOCKTON LIBRARY AND COMMUNITY CENTER, PROJECT NO. CL17024
On December 15, 2020, by Resolution No. 2020-12-15-1404, Council awarded a Construction Contract, in the amount of $14,450,556.00, to Patriot Contracting, Inc. of Gardena, CA, for construction of the Northeast Stockton Library and Community Center, Project No. CL17024 (formerly PW1724); and
Construction Contract Change Order (CCO) Nos. 1-4, in the total amount of $405,035.67, were approved by the City Manager under the administrative change order authority allowed under the original contract; and
Appropriation of funding is needed to fund all other construction related costs to complete the project; now, therefore,

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

1. The City Council approves the appropriation of funds in the amount of $13,500,000.00 from the Measure M Strong Communities Fund Balance to the Northeast Stockton Library and Community Center, Project No. CL17024.

2. The City Council authorizes Construction CCO No. 5 in the amount of $9,717,288.14 with Patriot Contracting, Inc., Resumption Agreement, for the construction of the Northeast Stockton Library and Community Center, Project No. CL17024, a copy of which is attached hereto as Exhibit 1 and incorporated by this reference.

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 November 12, 2024 .

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

KATHERINE ROLAND, CMC, CPMC
Interim City Clerk of the City of Stockton
563
Contract Change Order #: 5
Resolution/Motion No. 2020-12-15-1404 Purchase Order No. 419000528 (If not required enter “N/A”) Purchase Order #
CL17024 Northeast Stockton Library and Recreation Center Project Original Contract Price $14,450,556.00
Prior Change Order Total $405,035.67
This Change Order $9,717,288.14
Revised Contract Price $24,572,879.81
TO Patriot Contracting Inc. You are hereby directed to make the herein described changes from the plans and specifications or do the following described work not included in the plans and specifications of this contract.

Additional Work Performed for Above Referenced Project
Resumption Agreement See page 2-13.

We, the undersigned contractor, have given careful consideration to the change proposed and hereby agree, if this proposal is approved that we will provide all equipment, furnish all materials, except as may otherwise be noted above, and perform all services necessary for the work above specified, and will accept as full payment therefore the prices shown above.

By reason of this proposed change, an extension of time will be allowed per the attached Resumption Agreement.

Accepted Date
(Contractor)
By
Title
Note: This contract change order is not effective until approved by the City Manager.

APPROVED AS TO FORM & CONTENT:

OFFICE OF THE CITY ATTORNEY
BY_____________________________
Date: __________________________
ATTEST:
____________________________________

KATHERINE ROLAND

INTERIM CITY CLERK OF THE CITY OF STOCKTON
Internal Approval Routing
Date:

Submitted by: Project Manager
Date:

Approval by Department Fiscal Division
Date:

Approval Recommended by:

Approval Recommended by:

Date:

Department Head
Change Order Approved By:

Date:

City Manager, Harry Black
EXHIBIT 1
564
Contract Change Order #: 5
Resolution/Motion No. 2020-12-15-1404 Purchase Order No. 419000528 (If not required enter “N/A”) Purchase Order #
CL17024 Northeast Stockton Library and Recreation Center Project TO Patriot Contracting Inc. You are hereby directed to make the herein described changes from the plans and specifications or do the following described work not included in the plans and specifications of this contract.

EXTRA WORK AT AGREED LUMP SUM
In accordance with Section 4-1.05A “Changes and Extra Work – General” of the City of Stockton Standard Specifications, the Contractor was directed to provide the following items for the additional items of work:

CHANGE ORDER NO. 5 – RESUMPTION AGREEMENT

1.1 General. This Restart Change Order is a mutual settlement, accord and satisfaction of all claims or potential claims Contractor and the City have against one another as of the Effective Date, subject only to the exceptions set forth below. The intent of this Restart Change Order is to immediately resume all work on the Project, including all additional work required to remediate all damage caused by trespassers, to achieve Final Completion by November 3, 2025. For the consideration described herein, Contractor and the City release, waive and forgive all claims and potential claims arising out of the Project and acts of vandalism and arson by third parties, up to the Resumption Date, and all claims that may arise out of the Project due to known changes or impacts to the Work.

However, the Parties do not intend to release the claims specifically excepted under Section 1.16 below. The Contract shall remain in full force and effect, except as expressly modified by this Restart Change Order.

1.2 Resumption Date and Contract Scope. Pursuant to Section 1.2.1 below, Contractor shall mobilize to restart the Work on September 18, 2024 (“Resumption Date”). The scope of work of the Contract shall include all Work under the original Contract as modified by City-approved proposed change orders ("PCO's") and Construction Directives per the attached Exhibit A and any Work required to remediate existing damage to the Project from vandalism or fire or water damage, including the preparation and approval of any revised drawings or specifications, all of the Contractor’s pending requests for information (“RFI”) including those RFI’s listed in the attached Exhibit B, which the Parties are collaborating to resolve, special inspections, and any other items in any manner changing or impacting the Work as of September 18, 2024 in order for Contractor to deliver fully functional, fully commissioned facility.

1.2.1 Mobilization.

1.2.1.1 On September 18, 2024, Contractor shall deliver and have on site the following: construction trailer; appropriate signage. Contractor may coordinate with City to have equipment delivered before the Effective but Contractor shall retain title to the items and liability for any loss or damage of its property or caused to City property.

EXHIBIT 1
565

1.2.1.2 Unless City separately confirms in writing in advance the availability of permanent power, Contractor shall provide a temporary diesel generator at no additional cost to the City.

1.2.1.3 City has issued Field Order Directive No. 22. Contract shall provide preordered structural steel as directed by Field Order Directive No.22 to replace in situ steel damaged by fire in order for the steel to be delivered to the site or authorized storage facility not later than October 23, 2024 in order to achieve a “dry in” date of November 21, 2024. Contractor shall undertake those protective measures necessary to enable dry-in of the building prior to inclement weather and/or to protect the building and other assets from damage until dry-in is complete. Contractor’s cost for Field Order Directive No. 22 is included in the Contract Price herein.

1.2.1.4 Contractor and its subcontractors are required to attend a preconstruction meeting with City at a mutually agreed upon time within one week of restarting Work.

1.2.2 Incorporated PCO’s. The PCO’s listed in Exhibit A are deemed accepted and Contractor shall perform all Work in accord with the listed PCO’s at no additional cost. All PCO’s not listed in Exhibit A are deemed to be rejected or withdrawn and Contractor waives all contractual or statutory right to dispute this determination or seek compensation for them.

1.2.3 The parties shall cooperate to resolve the RFI’s and other information requests identified in Exhibit B, but acknowledge some or all may remain outstanding by the Effective Date. Except as expressly identified below, Contractor shall perform as reasonably directed by City’s responses to these requests at no additional cost and hereby waives any claim or right to additional compensation for them.

1.2.4 “Punchlist” and Observation Report. The Scope and adjusted Contract Price include the all incomplete or non-conforming work identified by the City’s Repair Tracking List dated March 1, 2023 and as revised on July 27, 2023 (Excel File 230728 NE STOCKTON LIBRARY REPAIR + OBSERVATION LIST.xlsx), and the Observation Report attached hereto as Exhibit C and incorporated herein by this reference.

1.2.5 Reimbursement for Material. Contractor has pre-ordered, directed, or otherwise has become, or will become obligated to third parties for the procurement of materials listed in Field Order Directive No. 22 that will be delivered to the site or authorized temporary storage facilities but not immediately incorporated into the Project. If the City terminates the Contract, the City will fully reimburse Contractor for Contractor’s actual costs incurred to procure materials up to an aggregate $100,000, provided Contractor has complied with Contract requirements for storing and protecting the materials and the materials continue to meet or exceed Contract specifications at the time they are turned over to the City.

1.2.6 Schedule. Prior to September 18, 2023, Contractor shall submit an updated Level 3 critical path method baseline schedule that conforms to Contract Specification 00 72 13 and Caltrans Standard Specifications Section 8-1.02C(5) showing the entire scope of work and how Contractor plans to complete all work from a start date of September 18, 2023 through Final Completion. Contractor shall submit its proposed baseline schedule in paper and .XER format for City’s review and approval. Schedule must demonstrate how Contractor will achieve dry-in by November 23, 2024, and show activities for all inspections, including any special inspections. Upon City’s approval, this schedule will become the Baseline Completion Schedule and shall be incorporated herein as Exhibit D.

Contractor shall perform the work according to the Baseline Completion Schedule.

EXHIBIT 1
566

1.2.7 Remediating Water Intrusion. Contractor shall perform that work proposed by Patriot for Water Intrusion Behind Sheet Metal Flashing attached as Exhibit E-1 and any other work necessary to prevent water intrusion, which shall be implemented in all areas susceptible to water intrusion or as otherwise reasonably directed by the City at no additional cost. Contractor shall coordinate the work to conform with and implement the recommendations and intent of Walker Consultant’s Waterproofing Leak Investigation Report dated July 28, 2023, attached as Exhibit E-2 and incorporated herein by this reference, to remedy deficiencies in curtainwall and roofing system installation and to prevent water intrusion at all areas of concern, e.g. curtain wall installation, roof system, parapet, operable casements and translucent panels.

1.2.8 Concrete Slab Repair. Contractor shall perform that work proposed by Patriot for Concrete Slab Remediation attached as Exhibit F. Contractor shall have a professional engineer survey the concrete slab restarting work. Upon City’s approval of the final remediation plan, Contractor shall implement the remediation plan at no additional cost to the City.

1.2.9 Roof Repair/Structural Steel. Contractor shall perform the roof repair / structural steel Work in accordance with Exhibit G.

1.3 Final Completion. The Contract Final Completion date is revised to November 3, 2025.

The Contract Time and Construction Period are extended accordingly. These time extensions are deemed non-compensable, and shall be construed as a waiver of liquidated damages as provided in Section 1.5.2

1.4 Contract Price. Contractor agrees to remediate any and all defective work, repair all third-party caused damages from vandalism and fire, and complete all remaining Contract Work to achieve Final Completion for a lump sum cost of $14,035,788.02. Total compensation for services and reimbursement for all costs that have been incurred and will be incurred to achieve Final Completion is hereby increased by $9,717,288.14 to $24,572,879.81 (“Contract Price”). The schedule of values attached as Exhibit H shall be used as the basis for determining progress payments through final payment. Total compensation paid to Contractor, inclusive of progress payments paid to date, shall not exceed the adjusted Contract Price.

1.5 Mutual Waiver of Accrued Delay Damages. Contractor and City waive and release the other for all delay damages incurred or accrued through the Effective Date, including but not limited to extended field overhead, unabsorbed home office overhead, actual delay damages, consequential damages, liquidated damages in accordance with Section 1.5.2 herein and labor and material cost escalation.

1.5.1 Waiver of General Conditions. Contractor has claimed entitlement to extended General Conditions costs of $1,130,926. Contractor hereby waives its claim to General Conditions costs not included in the Contract Price.

1.5.2 Liquidated Damages. The City has claimed entitlement to accrued contract liquidated damages from November 23, 2022 through the date work was suspended in the amount of $871,500 (“Pre-suspension LDs”) The City hereby waives any and all right and entitlement to Pre-suspension LDs. The City retains the right to withhold liquidated damages from Contractor as provided in the Contract for any unexcused delay beyond the revised Final Completion date.

1.6 Payment Application Nos. 22, 23, 24 and 25. City will process Payment Application Nos. 22, 23, 24 and 25 and release undisputed portions upon receipt from Contractor of Stop Notice Releases for Collins Electrical Company, Inc., Weldway Steel Fabrication, Inc. and EXHIBIT 1
567
T.B. Penick & Sons, Inc. to be released or bonded. Contractor waives any claims for interest or Prompt Payment penalties.

1.7 Subcontractors. Contractor represents that it has negotiated the continuing participation of the subcontractors listed in Exhibit I, who will be performing work on the Project.

Exhibit I also identifies those subcontractors that have declined to return to the Project.

Contractor shall endeavor to resume work on the Project with as many of its originallylisted subcontractors as possible. In the event a previously-listed subcontractor declines to return to the Project for reasons described in Public Contract Code Section 4107, Contractor may request a substitution pursuant to Special Provisions Section 4.2.

Contractor shall not be allowed additional contract funds or a time extension to fund such substitution or to obtain the City’s consent to such substitution. Substitute subcontractors must comply with the existing Community Workforce Training Agreement which remains in full force and effect.

1.8. Subcontractor Claims. Contractor agrees to indemnify, defend with counsel acceptable to the City, and hold harmless, the City from any and all claims by its subcontractors related to or arising out of Patriot’s work on the Project prior to the Effective Date.

1.8.1. Contractor waives any and all right to pass through or seek reimbursement for Stop Notice claims by subcontractors Collins Electrical Company, Inc. for $788,217 and Weldway Steel Fabrication, Inc. for $422,092. Contractor shall defend and resolve these claims without contribution from City.

1.9 Schedule Updates. Contractor shall submit an updated Level 3 critical path method schedule in accordance with Contract Specification 00 72 13 and Caltrans Standard Specifications Section 8-1.02D showing a start date of September 18, 2023 through Final Completion. Contractor shall ensure its schedule update includes adequate time for necessary inspections, including special inspections, and inclement weather. Contractor shall submit its proposed schedule with sufficient time for City to review. Upon City’s approval, this schedule will become the Baseline Completion Schedule and the parties incorporate the Baseline Completion Schedule herein by reference. Contractor shall submit the Baseline Completion Schedule and monthly schedule updates in .XER format or in format as the City may request. Schedule updates shall conform to Caltrans Standard Specifications.

1.10 Defective Work. To the extent that defects identified by the City remain outstanding, Contractor shall remedy them in a manner reasonably acceptable to the City in accordance with the Contract Documents.

1.11 Site Security. Contractor shall provide licensed private security personnel during nonworking hours at no additional cost to the City.

1.12 Reserved

1.13 Insurance. Contractor shall maintain, renew or procure replacement insurance coverage, including builder’s risk insurance, with limits as specified in the Contract at no additional cost to the City. Regardless of whether Contractor renews or replaces required insurance policies, Contractor shall ensure that covereage includes prior acts or retroactive coverage so that insurance coverage is uninterrupted for the duration of the Project from the original Notice to Proceed to Final Completion. The sole exception to maintaining continuous coverage is builder’s risk coverage because after making diligent good faith efforts, Contractor has only been able to procure a new builder’s risk policy without prior act or retroactive coverage. Contractor must provide current certificates of insurance acceptable to the City for itself as required by Contract before Contractor EXHIBIT 1
568
commences work. Contractor must provide current certificates of insurance acceptable to the City for its subcontractors prior to such subcontractors commencing work.

1.14 Bonds. Contractor represents that Performance and Payment Bonds previously delivered to the City in connection with the Contract remain in full force and effect at no additional cost to the City. Contractor shall provide written confirmation from its surety prior to resuming construction activities.

1.15 General Mutual Release. With the exception of potential claims and rights to compensation specifically reserved herein, Contractor and City hereby waive, forgives, and release each other, their agents, and employees from any and all claims, requests, liens, liabilities, obligations or demands for extra compensation, schedule relief or other relief of any sort, whether known or unknown (but subject specifically to the exclusions in Paragraph 1.16 below) which have arisen or may hereafter arise, in connection with the Contract. Contractor’s waiver of claims specifically includes, but is not limited to, claims for inefficiency, impacts, cumulative impacts, home office overhead, field office overhead, resource escalation, acceleration, and any other type of claim for extra compensation arising from the work of the Contract, including but not limited to the original Contract, City-approved PCO's and this Restart Change Order whenever such work is performed.

Claims waived by Contractor includes any claims of its subcontractors for delay and escalation. With respect to all matters released herein, Contractor expressly waives its rights under Civil Code Section 1542, which provides:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

1.16 Reserved Claims.

Notwithstanding the foregoing, Contractor and City shall not release any claims they may have:

1.16.1 That arise solely and exclusively from the failure to perform their respective obligations under the Contract (as revised by this Change Order), where such failure occurs after the Effective Date.

1.16.2 Arising from or related to any rights to pursue and recover from Contractor’s or Contractor’s subcontractors’ insurance policies for claims arising from vandalism or arson.

1.16.3 Arising from or related to any rights to pursue and recover from third parties (not Contractor, its sureties, its subcontractors or an of their employees and agents) for claims arising from vandalism or arson.

1.16.4 Except as expressly released by this Agreement, Contractor and City will cooperate with each other to pursue all avenues of available recovery for losses due to fire and vandalism caused by trespassers. Avenues of available recovery includes any potential claims and tenders to any insurance carrier of Contractor or its subcontracts that might potentially provide coverage for the aforementioned damage or loss as well as claims against third parties responsible for the aforementioned damage or loss (although no representation is made by either the City or Contract that these efforts will result in recovery.)

1.17 Contractor shall indemnify, defend with counsel acceptable to the City, and hold harmless to the full extent permitted by law, at Contractor’s expense, the City, its elected officials, EXHIBIT 1
569
officers, officials, employees, agents, consultants, and each of them from and against any and all claims from subcontractors or suppliers of Contractor, or anyone claiming through Contractor, from this date forward, arising out of the Project that in any manner relate to the claims released in this change order. Contractor agrees that the non-compensable time extension embodied in this change order is in the nature of a waiver of liquidated damages; thus, this non-compensable time extension may not be used to justify future claims for extended overhead, inefficiency or other relief of any type.

1.18 Warranties. All warranties, including manufacturer warranties for equipment, and warranty periods required under the Contract shall commence upon Final Completion.

1.19 Effective Date. The Effective Date of this Change Order shall be September 17, 2024.

1.20 This Change Order may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Except as specifically amended by the above, the Contract shall remain unchanged and in full force and effect.

TOTAL COST OF CHANGE ORDER NO 5: $9,717,288.14
The additional compensation, if any, included in this change order constitutes full compensation, including all mark ups, profits, surcharges, taxes and overhead costs, for the change in work as specified.

EXHIBIT 1
570

EXHIBITS TO CONTRACT
CHANGE ORDER 005

EXHIBIT 1
571
Exhibit A
List of PCOs Included in Scope of Work

EXHIBIT 1
572
Exhibit A –List of PCOs Included in Scope of Work
Description Amount
PCO 012 R2.2 Added cost in sheet C2.0 in CCD001 $ 18,282.70 PCO 012 R2.4 Added cost in sheets C4.0, AS 401, LS101, LS701, LI101, LI102, LP101 in CCD001 $ 31,740.00
PCO 012 R2.6 Added cost in sheets A151AIA603 in CCD001 $ 9,271.88 PCO 015 Additional work per CCD006 $ 5,792.55
PCO 022 Lithocrete Thin-Tech Price $ 45,959.40
PCO 023 R2.2 R2 Exterior basketball extension per CCD 04 $ 92,509.68 PCO 027 R.1 Additional work due to CCD#011 $ 9,157.59
PCO 032 Added flex conduit to expansion joints per RFI#192,187 $ 6,337.44 PCO 033 Added damp condition to H30 lights under canopy $ 477.36 PCO 035 R1 Added Bracing per RFI#204 $ 11,856.47
PCO 040 R1 Added cost to install weather barrier in expansion joint per RFI 187 $ 10,271.64 PCO 042 R1 Added cost for Mechanical equipment & opening support Per RFI 179 series $ 60,208.92
PCO 044 R1 Changes to contract drawing for Lithocrete scope of work per CCD#012 $ 3,043.44
PCO 052 Change framing of restroom A per RFI266.2 $ 1,969.06 PCO 054 Design change per RFI 152 $ 3,703.32
PCO 055 R2 Added self adhered flashing strip over sheet metal with Vaprobond $ 12,863.39 PCO 059 Changes to Soffit per RFI#281 $ 9,844.89
PCO 060 Added cost by RFI#193 $ 6,162.36
PCO 061 R1 Additional cost of changes to header of window A17, door 113C and wall of window A21 in interior framing design $ 3,871.39 PCO 062 Added interior framing design $ 15,408.67
PCO 063 R1 Interior framing material upgrades only for walls and headers $ 13,927.55 PCO 064 Added cost to cut the beam flange per RFI297.1 $ 1,546.90 PCO 065 Added cost due to RFI299 to adjust window opening $ 6,710.11 PCO 067 Added cost to install insulation in fiberglass sandwich panel voids per Submittal 139.1_084523-002-1 $ 4,361.90
PCO 069 To add access doors and recess the fan coil per RFI 307 $ 5,907.03 PCO 070 added cost per RFI#301 7 301.1 response $ 5,282.28 PCO 071.1 Per CCD 15 backing for added wall mounted tv $ 1,945.49 PCO 072 Added cost due to RFI 327 response $ 972.00
PCO 076 Added insulation around curtain walls and doors $ 7,070.58 PCO 077 R1 Added hand dryers in submittal _AN sub 161_ 102800-001-0. $ 2,283.23 PCO 078 Assembly and installation of TRX Workout Equipment $ 10,749.42 EXHIBIT 1
573
PCO 079 Added cost to extend walls per RFI 303 & 303.1 $ 5,422.08 PCO 080 Added cost to install power for the fan in room 107 per rfI#357 $ 2,813.70 PCO 081 R1 Added cost to the scope of work per CCD#17 $ 16,694.35 PCO 082 Added cost to per CCD#18 (Roof drain & Electrical Only) $ 21,744.26 PCO 083 Added acoustical wall panel per submittal AN sub-220.2- 02216- 003-2 $ 785.16
PCO 084 Added Roppe#37 per RFI#345 $ 762.09
PCO 085 Added cost per RFI#349 $ 9,654.02
PCO 086 Added cost for installing soffit per CCD#19 $ 5,626.57 PCO 087 Added cost per RFI#369 $ 7,633.67
PCO 088 Added cost per RFI#374 for added reinforcement $ 21,602.75 PCO 090 Added flow meter per RFI 270 Series $ 23,854.44 PCO 091 R1 Provide power to sprinkler bell Per RFI385 $ 4,102.12 PCO 093 Changes to the Artwork at gate G100 in CCD#18 $ 11,056.38 PCO 094 Replace panel installed breakers for approved water heater $ 1,828.44 PCO 095 Added cost Per RFI#393 $ 5,566.83
PCO 096 Monument signage’s foundation structure $ 6,677.59 PCO 097 Added cost to install smart gas and water meter $ 13,505.01 PCO 098 Added cost split electrical panel P2 to 2 sections in CCD#21 gas and water meter $ 5,743.63
PCO 099 Install operable window contact switches $ 3,637.80 PCO 100 Added cost PER RFI#388 $ 12,733.58
PCO 101 Add “bugeye” emergency egress lighting in Room 104 $ 1,890.88 PCO 102 Added cost PER CCD#20 $ 73,564.02

EXHIBIT 1
574
Exhibit B
Outstanding RFI’s and Other
Outstanding Information Requests

EXHIBIT 1
575
Exhibit B – Outstanding RFI’s and Other Outstanding Information Requests
x RFI 399
x RFI 341 series. See submittal 250.
x RFI 407 series. See options.
x RFI 394.3 – Perforated screen wall cover plates & welding x RFI 407 series - Patriot will perform this work at its cost, but needs the City to select one of the options
x RFI 414 – relates to RFI 399
x RFI 417 – ERV Orientation – reduction in steel framing, new concrete openings, revised brace location
x RFI 419 – Perforated Screen Structure – corner column condition x Field Report 27, action item 9. See Patriot email dated March 29, 2023 explaining why the wire should be exposed.
x IDF Rack Submittal. See submittal 267.2.
x Front Gate Issues. See CCD 18 and Patriot’s proposed design. x EV Chargers, information for installation.
x Field Report 25, Item 15, coordinating the intersection of the drain pipe and the top of the study room wall.
x Field Report 22. Corner piece vents.
x Operable Translucent Door Hydraulic Hose Configuration, exposed hydraulic hoses.
x Status of Owner Furnished Equipment.

EXHIBIT 1
576

EXHIBIT C
Observation Report

EXHIBIT 1
577
 3DJHRI
2%6(59$7,215(3257
$5&+,7(&785$/1(;86,QF
DUFKQH[XVFRP 

6$/7/$.(&,7<
(DVW3DUOH\V:D\
6DOW/DNH&LW\8WDK

7

6$&5$0(172

56WUHHW
6DFUDPHQWR&DOLIRUQLD

7


5(9,(:7<3(
 3URMHFW6WDWXVDWWLPHRI
6XVSHQVLRQ

/2&$7,21
 1(6WRFNWRQ/LEUDU\6LWH9LVLW '$7( 7,0(
 0D\DQG0D\
352-(&7
1(6WRFNWRQ/LEUDU\ &RPPXQLW\
&HQWHU
2:1(5¶6352-(&7

$5&+,7(&7¶6352-(&7


2:1(5
&LW\RI6WRFNWRQ &2175$&725
3DWULRW&RQWUDFWLQJ
3UHVHQWDW6LWH
 &RPSDQ\
 7HOHSKRQH
 (PDLO$GGUHVV

0HJDQ5HSND $UFKLWHFWXUDO1H[XV0D\DQG
 PUHSND#DUFKQH[XVFRP
3DWW\.DUDSLQDU $UFKLWHFWXUDO1H[XV0D\DQG   SNDUDSLQDU#DUFKQH[XVFRP
3DXO6FKQHLGHU 6LHJIULHG(QJLQHHULQJ0D\ 

 SMV#VLHJIULHGHQJFRP
(GXDUGR5DPLUH] &DSLWDO(QJLQHHULQJ0D\  HUDPLUH]#FDSLWDOHQJLQHHULQJFRP 5LFKDUG6PLWK +&6(QJLQHHULQJ,QF 
 ULFKDUG#KFVHQJFRP
-RH'XYDO &DSLWDO(QJLQHHULQJ0D\
 MGXYDO#FDSLWDOHQJLQHHULQJFRP 
&XUWLV&RVWHOOD (&20(QJLQHHULQJ0D\
 FFRVWHOOD#HFRPHQJFRP
5KHWW.LOJRUH 6LHJIULHG(QJLQHHULQJ0D\ 

 UNLOJRUH#VLHJIULHGHQJFRP
,7(0672%(&203/(7('&255(&7('

 /RFDWLRQ 'HVFULSWLRQ
 
 *HQHUDO([WHULRU
  1RH[WHULRUSDQHOVLJQDJHSDUNLQJVLJQDJHVLWHVLJQDJHPDUTXHHVLJQFDVWSODTXHRU LOOXPLQDWHGVLJQDJHLVLQVWDOOHG
  1RODQGVFDSHRULUULJDWLRQV\VWHPLVLQVWDOOHG
 1RVLWHSDYLQJRUILQLVKSDWKZD\VXUIDFHLQVWDOOHG
IRUPZRUNLVSDUWLDOO\LQVWDOOHGVRPH
PLVDOLJQHG
  1RHVFXWFKHRQVDW³ODPEVWRQJXH´ZDOORYHUIORZV
  :DOOFOHDQRXWFDSVDUHQRWIOXVKZLWKZDOOILQLVK   6LWHEHQFKHVZLWKOLJKWLQJQRWLQVWDOOHG
VRPHEHQFKHVRQVLWHRQHGDPDJHG

  1RPRQXPHQWVLJQ
0D\
EXHIBIT 1
578
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ
  1RZKHHOVWRSVLQVWDOOHG

  1RFRQFUHWHSDGIRUIXWXUHUDLQZDWHUFLVWHUQLVLQVWDOOHG   1RVLWHIXUQLVKLQJVLQVWDOOHG
JDUEDJHFDQVDUHRQVLWH

  1RRXWGRRUEDVNHWEDOOFRXUWRUEDVNHWEDOOVWDQGDUGVLQVWDOOHG   1RVLWHGULQNLQJIRXQWDLQVLQVWDOOHG
  1R0RZFXUELVLQVWDOOHG
  1RVWRQHEROODUGVDUHLQVWDOOHG
VWRUHGRQVLWH

  1RVKDGHFDQRS\SOD\HTXLSPHQWRUILWQHVVHTXLSPHQWFRQFUHWHSDGVRUIRRWLQJVQRSOD\ VXUIDFH
  1RIHQFLQJRUJDWHVLQVWDOOHG
  1RVLWHEROODUGVLQVWDOOHG
VWRQHEROODUGVDUHRQVLWH
 $FFHQWIODVKLQJDWZLQGRZVDQGFXUWDLQZDOO
MRLQWVQRWUHSDLUHGWRPHHWVSHFV


 /RZURRIDFFHVVODGGHU /DGGHUZLGWKPHDVXUHVô´ZLGHZLWKOHIWVLGHSODFHGDJDLQVWZDOOILQLVKDQG´WR FHQWHUOLQHIURPZDOORQOHIWVLGH
ODGGHUVXEPLWWDOZDVIRUD´ZLGHODGGHU&DO26+$ UHTXLUHV´PLQLPXPFOHDUDQFHWR³WKHQHDUHVWSHUPDQHQWREMHFWRQHDFKVLGHRIWKH FHQWHUOLQHRIWKHODGGHU´7KHUHIRUWKHODGGHULQVWDOODWLRQGRHVQRWPHHW26+$UHJXODWLRQV 

 +LJKURRIWRSDFFHVV
ODGGHUDQGFDJH
8SSHUODGGHUVDIHW\JDWHQRWFRPSOHWHG
QRORFN
 LQVWDOOHGZLWKRXWUHVXEPLWWDO
HQJLQHHULQJ
RUSURMHFWVSHFLILFVXSSRUWVVSDFLQJWRFOHDUWUDQVOXFHQWSDQHOV 
  8QLQVWDOOHGJDOYDQL]HGIODVKLQJPDWHULDOVWRUHGRQURRI   )ODVKLQJDOODORQJEDVHRIWUDQVOXFHQWSDQHOVGRHVQRWDSSHDUWREHVORSHGWRGUDLQQR VHDODQWDWVLOORIWUDQVOXFHQWSDQHOVLVYLVLEOH6KLPVDUHYLVLEOHDWVLOO([FHVVVHDODQWYLVLEOH RQIDFHRIWUDQVOXFHQWSDQHOV
  5RRIKDWFKVDIHW\JDWHGRHVQRWFRPSOHWHO\FORVHVODPVDJDLQVWSRVWDQGSDLQWLVFKLSSHG  /RZHUURRI
XSSHUURRI
QRWDFFHVVLEOHIRU

REVHUYDWLRQ

'HEULVRQURRILQFOXGLQJVKDUSREMHFWV
VFUHZV

  &RQWUDFWRUWRYHULI\WKDWWKHEODFN³WDU´XQGHUVRODWXEHIODVKLQJLVFRPSDWLEOHZLWKURRILQJ732   2QHVRODWXEHIODVKLQJFRUQHUDSSHDUVGLVWRUWHGEDGILW FRQWUDFWRUWRFRQILUPZDWHUWLJKWQHVV

  %RWWRPRIVFXSSHULVQRWIOXVKZLWKURRIVXUIDFHDQGDSSHDUVDVKLJKRUKLJKHUWKDQULPRI QHDUE\RYHUIORZ&RQWUDFWRUWRYHULI\RSHUDWLRQRIVFXSSHULQFRQMXQFWLRQZLWKKHLJKWRI RYHUIORZGUDLQ
  1RFRQGXFWRUKHDGRUGRZQVSRXWDWVFXSSHU&RQWUDFWRUWRYHULI\RSHUDWLRQRIVFXSSHULQ FRQMXQFWLRQZLWKKHLJKWRIRYHUIORZGUDLQ

  7ZRORFDWLRQVLQFOXGLQJQHDU1(FRUQHURUURRI
RSHQSDUDSHWFDSH[SDQVLRQVHDPZLWKQR
MRLQWFRYHUSODWH
  $URXQGSHULPHWHURIDOOPHFKDQLFDOHQFORVXUHVWKHUHLVD´GLIIHUHQFHLQKHLJKWDWHGJHV RIWDSHUHGLQVXODWLRQXQGHU732URRILQJLHWUDQVLWLRQEHWZHHQLQVXODWLRQERDUGVLVQRWIOXVK   $WSDUDSHWWRURRIMRLQWDWFRXUW\DUG1(FRUQHUWKHUHLVD´OXPSRQSDUDSHWZDOOXQGHU 732URRILQJ
EXHIBIT 1
579
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ
  $ORQJ+9$&(59QRUWKVLGHDFRQFDYHOLQHRIURRILQJVXUIDFHFDWFKHVDQGSRROVZDWHU   0HFKDQLFDOVFUHHQPHWDOIUDPLQJDQGIDFLQJSDQHOVDUHQRWLQVWDOOHG   +9$&(59PHFKDQLFDOVFUHHQQRWPRGLILHGIRU(59GRRUFOHDUDQFH   0HFKDQLFDOHQFORVXUHVWUXFWXUDOPHPEHUVKDYHQRWEHHQSDLQWHG   3DUDSHWFDSVORSHGRHVQRWDSSHDUWRSURYLGHDIXOOòLQFKLQVORSH   3DUDSHWFDSKDVJDSVDWMRLQWVLQVRPHORFDWLRQVDQGQRFRYHU   ([SRVHGMER[HVDQGVXUIDFHFRQGXLW#SDUDSHWDERYHFRXUW\DUGDQGDORQJJ\PQDVLXPZDOO

SRVVLEO\IRUVHFXULW\FDPHUDV2XWOHWVDUHWREHIOXVKDQGFRQGXLWFRQFHDOHG 

  FRQGXLWURRISHQHWUDWLRQV
7RSRI732ERRWKDVRUDQJHWDSHDQGQRGUDZEDQGV
  7KHUHDUHZULQNOHVDQGORRVHDUHDVRI732URRILQJDOODORQJSDUDSHWZDOOVLQPDQ\ORFDWLRQV WKURXJKRXWSDUDSHWZDOOV
  3HUIRUDWHGPHWDOVFUHHQVWUXFWXUHLVZLWKLQò´RUSDUDSHWDORQJVRXWKORZHUURRI ´PLQLPXP
UHTXLUHGIURPIDFHRIZDOOILQLVK

  7KHUHLVQRIUDPHULPRQURRIGUDLQDWVRXWKZHVWFRUQHU   )ODVKLQJMRLQWVDWWUDQVOXFHQWSDQHOVLOOVDUHJDOYDQL]HGZLWKQRILQLVKLQVWHDGRISUHILQLVKHG DQGWKH\DUHUXVWLQJ
  3DUDSHWZDOO732LVEXEEOLQJWKURXJKRXW
  6HDODQWVSODWWHUHGRQWUDQVOXFHQWSDQHOV
  6RODWXEHPRXQWVEHQWIUDPH
 &RXUW\DUG(QWU\5RRI 9HULI\WKHUHLVIODVKLQJDWHDFKHQGRIFRXUW\DUGHQWU\URRIRYHUKDQJWRZDOO   1RIODVKLQJJXWWHURUGRZQVSRXWVDWHQWU\URRIRYHUKDQJDUHLQVWDOOHG 
  1RVRIILWSDQHOV\VWHPRUOLQHDUOLJKWVDWRYHUKDQJDUHLQVWDOOHG 
([WHULRU6RXWK
  6ODEYDSRUEDUULHUH[SRVHGWRUQZLWKORRVHDUHDVDOODURXQGEOGJ   $WJ\P5RRP%LIROGGRRUVKHDGIODVKLQJVWRSV#MDPEV MDPEFORVXUHKDVFXWHGJHWKDWLV
VKDUSZLWKEXUUV-DPEFORVXUHVDUHQRWVHFXUHO\IDVWHQHGDQGDUHGHQWHG   $WGRXEOHGRRUVDWVRXWKHDVWFRUQHURIJ\PMDPEIODVKLQJERWWRPVDUHIROGHGDQGVKDUS -DPEKHDGIODVKLQJWKURXJKRXWLVXQHYHQDQGQRWFRQVLVWHQWO\LQVWDOOHG   2SHQMER[HVZDOOOLJKWLQJIL[WXUHVDUHPLVVLQJ   6RPHILEHUFHPHQWSDQHO
(TXLWRQH
FRUQHUVDUHORRVHPDQ\MDPEFORVXUHVDUHQRWVHFXUHG

QRWDOOVSDFLQJRISDQHOVLVHYHQVRPHFXWHGJHVDUHXQHYHQ   (DVWIROGXSGRRUMDPEFORVXUHFXWHGJHLVVKDUS   GRXEOHGRRU6(FRUQHURIJDUDJHMDPEIODVKLQJ#ERWWRPIROGHG VKDUSHDVLGH   5RRIGUDLQQRWFRQQHFWHGWR6'QHDUGRRU
  *DWHVDQGSRVWVJDWHKDUGZDUHQRWLQVWDOOHG

  :HDWKHUEDUULHUDQG]JLUWVDUHYLVLEOHDWELIROGGRRUVWKURXJKYHQWHGMDPEFORVXUHLQVXODWLRQ LVPLVVLQJDWMDPEV
ZHDWKHUEDUULHUQRWIXOO\VHDOHGDWVLOOWKURXJKRXWEXLOGLQJ   %LIROG'RRUVDUHQRWVLWWLQJIODWDQGDSSHDUWREHVHFXUHGZLWKDURG5XVWLVREVHUYHGDWWKH EDVHRIWKHMDPEV*DSVDURXQGGRRUVDUHFRYHUHGZLWKUHGWDSH-DPEFORVXUHVDUHORRVH DQGGHQWHG
  'RRUVDUHPLVVLQJKDUGZDUH
  &KLSSHGFRQFUHWHVODEHGJHLVYLVLEOH
  6LOOIODVKLQJLVQRWSDLQWHGDQGLVGDPDJHGDQGGHQWHGLQORFDWLRQV   'HFRUDWLYHPHWDOVFUHHQVWUXFWXUHLVFORVHUWKDQ´WRWKHZDOOLQVRPHORFDWLRQV EXHIBIT 1
580
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ
([WHULRU&RXUW\DUG 
  +HDGIODVKLQJDWFXUWDLQZDOOV\VWHPLV´ZLGHLQVWHDGRI´ZLGH   -DPEIODVKLQJDWDGPLQGRRULVORRVHDQGVKRUWHUWKDQERWWRPRIILEHUFHPHQWZDOOSDQHOV   &XUWDLQZDOOQRWFRPSOHWHPLVVLQJIUDPHFRYHUVDWVLOOV   &XUWDLQZDOOVLOOIODVKLQJLVQRWSDLQWHG

  (OHFWULFDOER[HVLQGRRUMDPEIODVKLQJDUHSDUWLDOO\EHKLQGVLGLQJDQGWKXVLQDFFHVVLEOHIRU XQLQVWDOOHGGHYLFHV
  %RXOGHULQJZDOOV\VWHPKDVQRWEHHQSURYLGHGLQVWDOOHG   %DVHIODVKLQJLVGHIRUPHGDWERXOGHULQJZDOOZLQJZDOO   7UHHZHOODQGWUHHJUDWHKDYHQRWEHHQLQVWDOOHG   %RXOGHULQJZDOOVRIILWILEHUFHPHQWMRLQWVDUHQRWDOLJQHGRUSDLQWHG   0LVVLQJULJLGZDOOLQVXODWLRQDERYHKHDGRI1DQDZDOODQGFXUWDLQZDOOV\VWHP   (QWU\JUDWHIUDPHQRWFDVWLQWRIDFHRIEXLOGLQJIRRWLQJQRJUDWHRUJUDWHGUDLQ   %DVHIODVKLQJDWFXUWDLQZDOOLVXQHYHQ
  1R1DQDZDOOGRRUKDUGZDUHLVQRWLQVWDOOHG
 *DSLQORZHUULJKWFRUQHURIRSHUDEOHZLQGRZIUDPHZHDWKHUVWULSSLQJ 
  %DVHIODVKLQJKDGGHEULVURFNVRQWRSRILW
 -DPEIODVKLQJDWFXUWDLQZDOOLVORRVH
  )ODVKLQJDWFXUWDLQZDOOFRQWDLQVH[SRVHGIDVWHQHUV   6ORWGUDLQDQGWUHQFKSDUWLDOO\LQVWDOOHG±VHHFLYLOSXQFKOLVWIRUDGGLWLRQDOFRPPHQWV :HVW$GPLQ:DOO 
EXHIBIT 1
581
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ
 &UDFNHGEURNHQFRQFUHWHDWEDVHRIFXUWDLQZDOO
  &RYHUVRQDOXPLQXPIUDPHLQFRPSOHWH
 6HDODQWXQHYHQDWWRSULJKWRIFXUWDLQZDOO
JDSVLQVHDODQWDUHYLVLEOH
  %RWWRPRIMDPEIODVKLQJVWRSVDERYHERWWRPRIFXUWDLQZDOOEXWLWLVHYHQZERWWRPRIILEHU FHPHQWVLGLQJ
  %RRNGURSVKHOIQRWFRPSOHWHGULJLGLQVXODWLRQDWZDOOEHORZLVPLVVLQJ   1RERRNGURSVLJQDJHLVLQVWDOOHG
6RXWK/RZ:DOO 
  3HUIRUDWHGVFUHHQVWUXFWXUHLVSDUWLDOO\LQVWDOOHGDQGSRUWLRQVDUHKHDYLO\UXVWHG VWUXFWXUHLV
QRWSDLQWHG3RUWLRQVRIVFUHHQZDOODUHFORVHUWKDQ´WRWKHH[WHULRUZDOO 
  3HUIRUDWHGVFUHHQVWUXFWXUHZHOGVDUHQRWJURXQGVPRRWK

  1REDVHIODVKLQJ#FXUWDLQZDOOFXUWDLQZDOOVLOOIUDPHIURQWVQRWFRPSOHWH

  ([SRVHGFRQGXLW/%V

  &KLSSHGVODEHGJHQRWUHSDLUHG

  2QHFOHDQRXWDWZLQGRZMDPEIODVKLQJDOVRH[WHQGVLQWRILEHUFHPHQWVLGLQJ

 6HDODQWDWSHULPHWHURIRSHUDEOHZLQGRZVLVDSSOLHGLQVSRWVZLWKWZRFRORUVDQGQRW FRQWLQXRXV

  1RFRQFUHWHPRZFXUEDWEXLOGLQJSHULPHWHU

  2XWVLGHFRUQHUVRIILEHUFHPHQWVLGLQJPLVVLQJYHQWHGFORVXUHV W\SLFDO

(DVW:DOO 
EXHIBIT 1
582
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ

 &XUWDLQZDOOEDVHLVQRWFRPSOHWHG

  1RFXUWDLQZDOOVLOOIODVKLQJLVLQVWDOOHG

  6PDOO&RXUW\DUGVODEUHFHVVHVIRUGRRUSDYLQJDQGIODVKLQJGRQRWDOLJQZLWKGRRURSHQLQJV  RQHH[WHQGVWRLQWHULRURIGRRUERWWRPE\DSSUR[LPDWHO\ò´  1RUWK:DOO $UHDGUDLQDWQRUWKHDVWFRUQHULVRXWRIOLQHZLWKXQLQVWDOOHGGRZQVSRXWDQG´IURPIDFHRI ZDOO
  /DUJHJDSLQVLGLQJGLUHFWO\XQGHUURRIVFXSSHU   .H\SDGDFFHVVMER[
QRGHYLFH
LQDFFHVVLEOH
KDOIEHKLQGILEHUFHPHQWVLGLQJKDOILQMDPE
IODVKLQJ
 2SHUDEOHZLQGRZSHULPHWHUVHDODQWKDVJDSV
VHDODQWFRUQHUVDUHVORSS\XQHYHQ
  -DPEGRRUFDIpIODVKLQJGHQWHG´IURPERWWRP
  2SHQMER[HVZLWKQRGHYLFHVDUHYLVLEOH
  +DUGLHILEHUFHPHQWSDQHOVHDPVDWZDOOZLQJZDOOVDQGVRIILWVGRQRWDOLJQZLWKHDFKRWKHU   +DUGLHILEHUFHPHQWSDQHOVDUHQRWSDLQWHG
  0LVVLQJOLJKWIL[WXUHV

  1HDU0XOWLGRRUZDWHUER[OLGQRWIODWVWUDLJKW
  $WPHFKDQLFDOURRPVWUXFWXUDOIRRWLQJSODWHEROWVH[SRVHGDWEOGJFRUQHU   )ODVKLQJEHORZWUDQVOXFHQWSDQHOV
VRPHSURWHFWLRQSODVWLFQRWUHPRYHG
RSHUDEOHSRUWLRQRI
WUDQVOXFHQWSDQHOQRWFRPSOHWHG
  8QILQLVKHGZDOOORXYHUDW#PHFKDQLFDOURRP

7UDVK5HF\FOLQJ
HQFORVXUH
  1RH[SDQGHGPHWDOFRYHURYHURYHUKHDGVWHHOIUDPHLVLQVWDOOHG   2YHUKHDGVWHHOIUDPHDQGJDWHSRVWVQRWSDLQWHGQRJURXWDW&08   1RPHWDOSDQHOIDFLQJRUKDUGZDUHRQGRXEOHJDWHIUDPH JDWHIUDPHQRWSDLQWHG
  &08ZDOOVKDYHHIIORUHVFHQFHQRZDWHUUHSHOOHQWJUDIILWLUHVLVWDQWFRDWLQJ   1RVLQJOHJDWHLVLQVWDOOHG

 *HQHUDO,QWHULRU
EXHIBIT 1
583
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ
  ([WHULRUGRRUKDUGZDUHQRWFRPSOHWH
QRWKUHVKROGZHDWKHUVWULSSLQJVHDOVGRRUERWWRPV


  $OO*\SEG:DOOVGLUW\VFXIIHGPDUNHGQHHGLQJFOHDQLQJDQGDGGLWLRQDOFRDW V
RISDLQW
/DGGHUQRVDIHW\URGLQVLGH
  :LQGRZRSHUDWRUVQRWUHSODFHGZLWK$'$FRPSOLDQWYHUVLRQ   2QO\RQHRSHUDEOHZLQGRZKDVVFUHHQLQVWDOOHG
VFUHHQZLFNHWPXVWEHRSHQHGWRRSHUDWH
ZLQGRZV
QRWSHUVSHF

  *ODVVPLVVLQJLQLQWHULRUVWRUHIURQWGRRUV
  1RILQLVKIORRULQJRUZDOOEDVH
  1RVHDODQWDWPRVWZDOOSHQHWUDWLRQV
SLSHVGXFWVFRQGXLW

  1RVHDODQWDWVODEMRLQWV
  $WVWUXFWXUDOGLDJRQDOEUDFHNQLIHSODWHMRLQWVZLWKIORRU6W\URIRDPW\SHILOOHULVH[SRVHGDW IORRUOHYHOZLWKQRVHDODQWFRYHULQJILQLVKLQJWKHMRLQW   1RUROOXSVKDGHVRUPDQXIDFWXUHU¶VVKDGHSRFNHWV   &UDFNHGDQGXQHYHQVODEREVHUYHGWKURXJKRXW#EDVHRIZDOOE\ELIROGGRRUV 
 )LWQHVV
 )LWQHVV1RUWK ´VODEKROHZLWKIRDPDWOHIWVLGHRIH[LWGRRU   :LUHKDQJLQJIURPRQHZLQGRZ
  2SHQMER[HVZLWKQRGHYLFHV
  :DOOGLUW\VWDLQHG±ZRUVWVWDLQLQJQHDUWUDQVRPKHDGKHLJKW )LWQHVV(DVW
  %RWWRPPLUURUWUDFNLQQRPLUURUVLQVWDOOHGRXWOHWER[HVQRWOHYHOZLWKIDFHRIPLUURUVWREH LQVWDOOHG
  2SHQFORVHGMER[HVZLWKQRGHYLFHVVRPHKDYHZLUHVVRPHGRQRW   *\SERDUGGRHVQRWFRQWLQXHXSSDVWIDFHRIEHDPWRGHFN DFRXVWLFDOO\UDWHGZDOOW\SH

 )LWQHVV6RXWK 2SHQFRYHUHGMER[HVZLWKQRGHYLFHV2SHQHUH[WHQGVEHORZWRSUDLO 
  1RJOD]LQJLQVWDOOHGLQGRRU$
  1R6HDODQWLQVWDOOHGDWODUJHXQHYHQJDSEHORZZLQGRZV\VWHPVLOOVHDODQWLQFRPSOHWHDW FXUWDLQZDOOWKURXJKRXW
 &RXUW\DUG 1RSXOOVVHDOVGRRUERWWRPDWGRRU$ KDUGZDUHQRWFRPSOHWH

  6RPHZLULQJLVKDQJLQJH[SRVHGEHWZHHQHQGVRIRSHQFRQGXLW  )LWQHVV:HVW 3URWUXGLQJFRQGXLWZLWKQRFRQWLQXDWLRQ   *\SERDUGSDSHUPLVVLQJURXJKILQLVKDWRQHSLSHSHQHWUDWLRQ   2SHQMER[HVZLUHVLQVRPHQRWLQRWKHUV
  1RVWRUDJHURRPGRRU LQVWDOOHG
  *\SERDUGVWRSVVKRUWRIWRSRIZDOOWRGHFN
DFRXVWLFDOO\UDWHGZDOOW\SH

 )LWQHVV&HLOLQJ 1RFHLOLQJIDQRUIDQVXSSRUWVRQO\ZLUHGMER[ 
  &OHDQRIISDLQWRYHUVSUD\LQ6RODWXEH
  3DLQWVFUHZVQDLOVSHQHWUDWLQJURRIGHFN
  7ZR/LJKWIL[WXUHVPLVVLQJDQGVSDFLQJLVRII
 )LWQHVV)ORRU &UDFNVLQFRQFUHWHVODE
  6ODEOHYHOVHHPVXQHYHQ
UHIHUWRVODEUHSRUW

  6RPHVSDOOLQJDORQJVODEMRLQWV

 (TXLSPHQW6WRUDJH
EXHIBIT 1
584
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ
 *HQHUDO 'LUW\VWDLQHG
WKLQO\SDLQWHG
J\SERDUGDOODURXQGURRP
 (TXLS6WRUDJH)ORRU :LGH
´
FRQVWUXFWLRQMRLQWXQVHDOHGFUDFNHGDQGVSDOOLQJ
  $GGLWLRQDOVODEFUDFNLQJREVHUYHG
  8QHYHQZDY\FRQVWUXFWLRQMRLQWDWFROXPQEDVHFRQFUHWHFRYHUWRVODE 
  $SSUR[´ORQJVLJQLILFDQWVODEFUDFNWKDWLVOLIWLQJDQGVSDOOLQJDWFROXPQFRQFUHWHFRYHU   2SHQMER[HVZLWKQRGHYLFHVRUZLUHV
 (DVW:HVW &DQQRWYHULI\VHDODQWDWJ\SERDUGWRPHWDOGHFN  6RXWK *DS
OLJKWFRPLQJWKURXJK
DWJ\SERDUGDORQJERWWRPRIEHDPDWZDOO
 :HVW 5DJJHGHGJHDWWRSRIJ\SERDUGWRGHFN
QROEHDGRUMPROGQRVHDODQW


 0XOWLSXUSRVH

  +DLUOLQHFUDFNVLQVODE
 (DVW 1RFRXQWHUWRS
  9LVLEOHJDSVLQJ\SERDUGDURXQG79RXWOHWV
  2QHRSHQMER[ZZLUHVQRGHYLFH
  6HDODQWPLVVLQJDWZDOOWRURRIGHFNLQWHUVHFWLRQDW1(FRUQHU 
  1RVWRUDJHURRPGRRUV
  /DUJHKROHLQJ\SERDUGDW1(ZDOOQHDUIORRU
 1RUWK ,QFRPSOHWHGRRUKDUGZDUHQROHYHUWKUHVKROGGRRUERWWRP'RRUV &
'
 

RSHQKROHVLQJ\SERDUGDWZDOOERWWRP
  7XUQXSKRVHHQGVDWIROGXSGRRUV
)
*
  ([SRVHGFDEOHDWWRSRIIROGXSGRRUV
)
*
UHTXLUHGWREHFRQFHDOHG

  9LVLEOHJDSLQJ\SERDUGDWRQH79RXWOHW
  /DUJHH[SRVHGKROHVLQJ\SERDUGKLJKRQZDOOZLWKFDEOHSHQHWUDWLRQV  6RXWK 1RILQLVKVHDODQWDWERWWRPRIFXUWDLQZDOOV\VWHPULJLGLQVXODWLRQPLVVLQJDURXQGGRRUMDPEV   'RRUKDUGZDUHD
$DQG
%QRWFRPSOHWH
GRRURSHQHUKDQJVEHORZWRSGRRUVWLOH

  1RJOD]LQJLQLQWHULRUGRRUV
$RU
%:HVW/LEZHWVLOOYLVLEOH
  2SHQMER[HVDQGVDZQKROHDWZDOO IL[WXUHV
 &HLOLQJ 1RFHLOLQJSDQHOV
  3RUWLRQVRIFHLOLQJJULGEHQWPLVDOLJQHGQHDUVRXWKZDOOFHQWHU   1RRSHUDEOHSDUWLWLRQ LQVWDOOHG
  'DPDJHWRFHLOLQJQHDUZHVWZDOO

 $UW6XSSO\
$ 5DJJHGVODEFUDFNVRQMRLQWQHDUFROXPQVODEILOO
  1RGRRUV
(1RILQLVKIORRULQJ
 &DIp6HUYLQJ$
 *HQHUDO 1RQWHUPLQDWHGFRQGXLWVWKURXJKZDOOIRUPLVVLQJFDVHZRUN   1R'RRU$

  1RFDVHZRUN

  1RVHFXULW\JDWHVUHFHVVHGWUDFNRUSRFNHWFORVXUH 
  1RJ\SILQLVKLQVLGHVHFXULW\JDWHSRFNHWV

  1RFHLOLQJDFFHVVGRRU

  1RIORRUVHDOHU
EXHIBIT 1
585
 3DJH
RI
 /RFDWLRQ 'HVFULSWLRQ

 &DIp6HUYLQJ1RUWK 1RZDOOWLOH

  1RVLQNRUVHDODQWDWSOXPELQJSHQHWUDWLRQV

  1RGHYLFHVDWRSHQMER[HV

 &DIp6HUYLQJ:HVW 1RGHYLFHVDWRSHQMER[HV


  1RSDSHUWRZHOGLVSHQVHURUILUHH[WLQJXLVKHU
 6HUYLQJ%
 6HUYLQJ:HVW 1RFRXQWHU
  2XWOHWVQRWUDLVHGWRDERYHFRXQWHUKHLJKWSHU&&'   &RXQWHUEUDFHVQRWSDLQWHG
  1RUROOGRZQFRLOLQJGRRU
+
  1RIORRUVHDOHU
 8WLOLW\
 *HQHUDO 1RSOXPELQJIL[WXUHV
  )53JRHVWRVODEQRTXDUU\WLOHZDOOEDVH
  1RVWDLQOHVVVWHHOVLQNFRXQWHUDVVHPEO\
  1RFHLOLQJDFFHVVGRRU

  &RQFUHWHVODEJDSVURXJKDURXQGIORRUFOHDQRXW
  6ODEOHYHODSSHDUVXQOHYHODWIORRUMRLQW
  1RVHDODQWLQVODEMRLQWVRUIORRUVHDOHU
 &DIp
 *HQHUDO :DOOSDLQWVWDLQVVFXIIVPDUNV
  6ODEFUDFNV
 &DIp1RUWK +DUGZDUHIRU'RRULQFRPSOHWH
  6HDODQWDWGRRUMDPEERWWRP'RRUQHHGVFOHDQXS  &DIp(DVW *\SERDUGSDSHUWRUQDWEDVHQHRQ1(FRUQHU   1RPDVVORDGHGDFRXVWLFSDUWLWLRQFORVXUHRUVHDODQWLQLQWHULRUZDOOWRH[WHULRUFXUWDLQZDOO MRLQW
'HWDLO&$
MXVWORRVHVHDODQWEDFNHUURG
  1RJ\SERDUGFORVXUHWRPHWDOGHFNLQJDWWRSRIZDOO 
  1R0DNHUVOLGLQJGRRU&
 &DIp:HVW *\SQRWWRPHWDOGHFN
  *UH\SDLQWRYHUVSUD\RQZDOO
 &DIp)ORRU %DGFUDFNVVSDOOLQJ FUXPEO\VODEQHDUIORRURXWOHW(DVW:HVWJULGOLQHMRLQW VHHVODE
UHSRUWVIRUVODEFXUODOODORQJ(DVW:HVWJULGOLQHFRQWLQXDWLRQ  &DIp&HLOLQJ 2QHOLJKWIL[WXUHPLVVLQJQHDUKDOODQG)&XQLWPD\EHORFDWHGLQFRUUHFWO\  0DNHU$FWLYLW\6SDFH

 0DNHU1RUWK 'RRU%KDUGZDUHQRWFRPSOHWH
  *DSLQEDVHIODVKLQJ#ULJKWVLGHRIH[WGRRUMDPEERWWRP   2SHQZLUHGMER[HVZLWKQRGHYLFHV
  3RUWLRQRIRYHUIORZSLSHQRWSDLQWHGZKLWHDVGLUHFWHG EXHIBIT 1
586
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ

  *\SERDUGQRWWDSHGRUILQLVKHGDWIDFHRIVHFXULW\FXUWDLQZLQJZDOO   1RJ\SERDUGRQVRXWKIDFHRIVHFXULW\FXUWDLQZLQJZDOO  0DNHU(DVW *DSRIDSSUR[¶[¶LQZDOO1(FRUQHU   *\S:DOOSDSHUWRUQQHDU1(FRUQHU
 0DNHU6RXWK 6WRUHIURQWV\VWHP$PLVVLQJZLQGRZVHFWLRQDQGGRRU$QRDFRXVWLFDOVHDODQW  0DNHU:HVW *\SERDUGQRWIOXVKWRERWWRPRIPHWDOGHFN   2SHQMER[QRGHYLFH
  1RVOLGLQJVWRUHIURQWV\VWHPRUUHFHVVHGWUDFNLQVODELVLQVWDOOHG  0DNHU±)ORRU
VRPHIORRU
DUHDFRYHUHGZLWKER[HV
DQGQRWREVHUYDEOH

%DGVODEFUDFNVQHDUIORRURXWOHW(:JULGOLQH
  $WERWWRPRIHOHFWULFDOSDQHOVODEVWDLQHGDVIURPZDWHU 
  'HSUHVVLRQVLQVODEDSSUR[ò´GHHSQHDUGRRU$  0DNHU&HLOLQJ 1RSRZHUUHHOV
  1RVHFXULW\FXUWDLQRUWUDFN
  1HDUVHFXULW\FXUWDLQUHFHVVFRQGXLWFURVVHVSHQHWUDWHVUHFHVVDQGZLOOFRQIOLFWZLWKFXUWDLQ   2QHFDEOHLQFDEOHWUD\LV\HOORZ
VKRXOGEHJUH\

 7HHQ$UHD
 *HQHUDO 1RPLOOZRUNEHQFK
  ([WGRRU&KDUGZDUHQRWFRPSOHWH
  8QFRQQHFWHGFRQGXLWZLWKXQVHDOHGZDOOSHQHWUDWLRQVDWDOOZDOOV  7HHQ1RUWK 2SHQZDOOER[;QHDUZHVWZDOO
 7HHQ)ORRU 6ODEFUDFNVQRILQLVKIORRULQJLQVWDOOHG 
 7HHQ&HLOLQJ &HLOLQJSDQHOVQRWLQVWDOOHG
  &HLOLQJSDQHODFFHVVGRRUQRWLQVWDOOHG

 &RUULGRU
 *HQHUDO 6HFXULW\FXUWDLQSDUWLDOO\LQVWDOOHGQRUHFHLYLQJVWHHODQJOHDWFROXPQ QRUHFHVVHGVOHHYHVLQ
VODEIRUIRRWEROWV
  6RPHRSHQMER[HVZLWKRXWGHYLFHV
 &RUULGRU1RUWK 1RZDOOFRYHULQJ
  *\SERDUGQRWIOXVKZLWKWRSRIPHWDOIOXWHVQRDFRXVWLFDOVHDODQW DFRXVWLFDOO\UDWHGZDOO

  1RDFRXVWLFDOVHDODQWXQGHUVWRUHIURQWV\VWHPV
 &RUULGRU6RXWK ([WHULRUGRRUKDUGZDUHLQFRPSOHWH 
  3XOOVWDWLRQLVPRXQWHGRQIURQWHGJHRIZLGHIODQJHEHDPQRWLQVLGHDQGRQUHJXODU FRQFHDOHGW\SHMER[LQVWHDGRIILQLVKHGW\SHDVGLUHFWHG   1REHQFKHVQHDU'RRU

  5XVWQHDUERWWRPRIVWUXFWXUDONQLIHSODWHVQHHGVFOHDQLQJDQGSDLQWLQJ EXHIBIT 1
587
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ
  1RILUHH[WLQJXLVKHUVRUFDELQHWV
  1R'ULQNLQJ)RXQWDLQ
  1R'ULQNLQJ)RXQWDLQZLQJZDOOV
  ,QVWDOOHGDFFHVVGRRUGRHVQRWKDYHKLGGHQIODQJHV RQHQRW\HWLQVWDOOHG
  /RRVHZLULQJVWLFNLQJRXWRIRSHUDEOHZLQGRZ
 &RUULGRU:HVW 2QHZKLWHZLUHRXWVLGHRIFRQGXLWWLHGWRFRQGXLWZODQGVFDSHVWUDSV   'RRU'DQG(KDUGZDUHLQFRPSOHWH
  'RRUIUDPHVKLPVDQGVKLPVSDFHDUHH[SRVHGQRLQVXODWLRQLQVKLPVSDFH  &RUULGRU)ORRU %DGVODEFUDFNVVSDOOLQJ XQHYHQVODEOHYHO 
 &RUULGRU&HLOLQJ 2QH\HOORZZLUHLQFDEOHWUD\
VKRXOGEHJUH\


 /RFNHUV

 *HQHUDO 1RORFNHUVORFNHUEHQFKHVRUFRDWKRRNV   7XEHVWHHOFROXPQVQHHGDGGLWLRQDOFRDW
V
RISDLQW
 /RFNHUV:HVW 3DLQWFRORULVRQHFRORU
WZRFRORUVDUHVKRZQRQLQWHULRUHOHYDWLRQ

 &KDQJLQJ
 *HQHUDO 1R'RRU

  1REHQFK
  1RWRLOHWOLG
  1RWRLOHWDFFHVVRULHVPLUURURUVKRZHUURGFXUWDLQ   2SHQKROHFXWLQWRQRUWKVKRZHUZDOO

 &KDQJLQJ%&
 *HQHUDO 1RFKDQJLQJSDUWLWLRQV

  1REHQFKHV

  1RORFNHUVRUFRDWKRRNV

  76FROQHHGVSDLQWZDOOV

 &KDQJLQJ)ORRU 3URWUXGLQJIORRUSDWFKQHDUHDVWZDOOFHQWHURIURRP 
 &KDQJLQJ&HLOLQJ 1RFHLOLQJDFFHVVGRRUV

 &KDQJLQJ

 *HQHUDO 1RILQLVKSOXPELQJ

  1RWRLOHWDFFHVVRULHVPLUURURUFKDQJLQJVWDWLRQ 
  1RFRXQWHULQ:RPHQ¶V

  1RWRLOHWSDUWLWLRQV

 :RPHQ0HQFHLOLQJV 1RFHLOLQJDFFHVVGRRUV
:RPHQ



  /DUJHKROHLQFHLOLQJJ\SERDUGQHDUZHVWZDOO
 0HQ)ORRU 7ULDQJXODUKROHLQVODEIORRULQVRXWKZHVWFRUQHU DJJUHJDWHYLVLEOHKRUULEOHVPHOO

 /LYLQJ5RRP
 *HQHUDO 1RVHDODQWDWEDVHRIFXUWDLQZDOOV\VWHP   1RZHOFRPHGHVN
EXHIBIT 1
588
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ
 /LYLQJ5RRP(DVW 1R79PRQLWRUVWHHOSODWHPRXQWVDWFROXPQ  /LYLQJ5RRP:HVW *DSLQFXUWDLQZDOOEUHDNPHWDOVHDODQWOHIWVLGHRI1DQDZDOOV\VWHP   +ROHFXWLQEUHDNPHWDODQGH[SRVHGFRQGXLWQHDUFHLOLQJ  /LYLQJ5RRP)ORRU 6ODEFUDFNVDQGUDLVHGVODEDWIORRURXWOHWVVSDOOLQJDWIORRUSHQHWUDWLRQV IORRURXWOHWGHYLFHV
QRWLQVWDOOHG
  (QWU\JUDWHIUDPHQRWFDVWLQWRVODEDQGVHWWRRORZIRUILQLVKIORRUOHYHOQRSDGGLQJXQGHU JUDWHIUDPHIRUQRLVHFRQWURO6RPHGDPDJHWRJUDWHV  /LYLQJ5RRP&HLOLQJ 2QO\FHLOLQJSDQHOVLQVWDOOHGRQHZURQJVL]H 
  3DLQWH[SRVHGHQGVRIPHFKUHJLVWHUZKLWHWRPDWFKFHLOLQJJULG 
 &KLOGUHQ¶V$UHD
 *HQHUDO 1RUDLVHGSODWIRUPRUFDUSHWUDPSRUFDVHZRUN  &KLOGUHQ¶V1RUWKDQG(DVW +ROHVLQJ\SERDUGZDOOVDWVLOOV PROGUHPHGLDWLRQ




&LYLO(QJLQHHULQJ5HYLHZ 6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\6LHJIULHG(QJLQHHULQJ &RPPLVVLRQLQJ$JHQW
5HYLHZ
6HHDWWDFKHGFRPPLVVLRQLQJILHOGUHSRUWE\&DSLWDO(QJLQHHULQJ&RQVXOWDQWV (OHFWULFDO(QJLQHHULQJ
5HYLHZ
6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\+&6(QJLQHHUV
0HFKDQLFDODQG3OXPELQJ
(QJLQHHULQJ5HYLHZ
6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\&DSLWDO(QJLQHHULQJ 3KRWRYROWDLF6\VWHP
(QJLQHHULQJ5HYLHZ
6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\(&20(QJLQHHULQJ 6WUXFWXUDO(QJLQHHU 6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\6LHJIULHG(QJLQHHULQJ  2QHZLQGRZKDVDZLQGRZVFUHHQZLWKZLFNHWV
QRWSHUVSHFLILFDWLRQV

&KLOGUHQ¶V)ORRU 6ODEFUDFNV
 0DQ\KROHVLQVODEZKHUHQRQFRPSOLDQWVOHHSHUVZHUHUHPRYHG &KLOGUHQ¶V&HLOLQJ &KLOGUHQ¶V&HLOLQJ
 $GXOW&ROOHFWLRQ
*HQHUDO 1RVHDODQWDWERWWRPRIFXUWDLQZDOOV\VWHP
$GXOW:HVW :HVW
VWXG\URRP
ZDOO
1RDFRXVWLFDOVHDODQWV\VWHPEHWZHHQJODVVV\VWHPDQGH[WHULRU FXUWDLQZDOO
 1RDFRXVWLFDOVHDODQWRUFORVXUHDWERWWRPRI6WXG\5RRPJODVVV\VWHP  *ODVVVWXG\URRPV\VWHPDQGGRRUVQRWLQVWDOOHGEXWRQVLWHQRKDUGZDUH $GXOW)ORRU VODEVSDOOLQJFUDFNLQJDWIORRURXWOHWV
$GXOW&HLOLQJ 5DLQZDWHUOHDGHUSLSHFRYHUURXJKDQGWRUQZKHUHLWLQWHUVHFWV6WXG\5RRP&HLOLQJ  6WXG\$

6WXG\%

*HQHUDO :DOOVVFXIIHGGLUW\VSODWWHUV
6WXGLHV:HVW +ROHVLQJ\SERDUG
IURPPROGUHPHGLDWLRQ

 1RFXVWRPZDOOFRYHULQJ
 +ROHVLQJ\SERDUG
IURPPROGUHPHGLDWLRQ

 2SHQ-ER[HVZLWKZLUHVQRGHYLFHV
FRPPRQZDOOEHWZHHQ6WXGLHV

EXHIBIT 1
589
 3DJHRI
 /RFDWLRQ 'HVFULSWLRQ
 :HVWZDOOVWDLQHG
6WXG\:HVW :DOOVWDLQHGQHHGVSDLQWLQJ
 1RFHLOLQJDFFHVVGRRU
 &HLOLQJVQHHGUHSDLQWLQJDWJ\SVXPERDUGSDWFKHGDUHDV  $GXOW+DOOZD\
*HQHUDO 1R)LUHH[WLQJXLVKHURU)(FDELQHW
 1RGULQNLQJIRXQWDLQRUSDUWLWLRQ
 1REHQFK
 5HVWURRP%
DQG&
*HQHUDO 1RIORRUWLOHJURXW
 1RSOXPELQJIL[WXUHVWRLOHWDFFHVVRULHVRUKDQGGU\HU  $GPLQ
$GPLQ1RUWK 3XOOER[DWH[LW'RRU%LVVXUIDFHPRXQWHGZLWKVXUIDFHFRQGXLWRQEHDPLQVWHDGRI FRQFHDOHGLQZDOODVUHTXLUHG
 %RWWRPRI'RRU%MDPEGRHVQ¶WH[WHQGIXOO\GRZQLQWRVLOOSDQ  6HDODQWQHHGHGLQJDSLQMRLQWRIQRUWKZHVWFRUQHURXWVLGHFRUQHUVWRUHIURQWEHKLQGFROXPQ 
YHULI\FRUQHULVILOOHGZLWKLQVXODWLRQ
$GPLQ(DVW 1R'RRU$
$GPLQ6RXWK 0LVVLQJH[WHULRUZDOOJ\SERDUGDWOHDNPROGUHPRYDODUHDV  ò´JDSWRVODEDWXQGHUVLGHRIRIILFHDQGVWRUHIURQWVLOOVQRVHDODQW $GPLQ:HVW 0LVVLQJH[WHULRUZDOOJ\SERDUGDWOHDNPROGUHPRYDODUHDV  1RIODQJHDWERRNGURSJ\SERDUGHGJHVDUHURXJKZLWKQR/EHDGRU-PROG $GPLQ&HLOLQJ 'DPDJHWRFHLOLQJJULG
 $GPLQ2IILFHVDQG

 &HLOLQJJULGGRHVQRWDOLJQDQGIDQFRLOXQLWV
 $FRXVWLFVHSDUDWLRQEHWZHHQLQFRPSOHWH
 7HOHFRP 2XWVLGHFRUQHUVRISLSHSLSHFRYHURYHUKHDGDUHGHQWHG  7KHUHDUHVXUIDFHPRXQWHGMER[HVDORQJH[WHULRUZDOOQRGHYLFHV  7KHUHLVQR,7UDFN
 *\PQDVLXP
 7ULPDWDFRXVWLFSDQHOPLVVLQJXQILQLVKHGHGJH
 %HQFKHVPLVVLQJ
 2QHEUDFHIUDPHLVSDLQWHGZKLWHLQVWHDGRIJUH\
 %DFNVWRSDQGFXUWDLQRSHUDWLRQQRWYHULILHG
 %LIROGGRRUVKDYHJDSVURGVKDQJLQJLQSODFHKROHDWWRS  )LUHH[WLQJXLVKHULVPLVVLQJ
 $VVLVWHGOLVWHQLQJSDQHOPLVVLQJ
 :DOOSDGVRQVLWHQRWLQVWDOOHG
EXHIBIT 1
590
 3DJHRI
 2SHUDEOHZLQGRZVKDYHORRVHZLUHVQRWFRYHUHG
 7HOHVFRSLQJVWDQGPLVVLQJ
 ([WGRRUKDUGZDUHPLVVLQJ
 ([LWVLJQVPLVVLQJ
 6WUXWDWFHLOLQJVXSSRUWLQJGXFWQRWILQLVKHGZLWKSDLQW  3DLQWDWZDOOVLQFRPSOHWH
 1RILQLVKIORRULQJLQVWDOOHG
 -KRRNVDWFHLOLQJQRWSDLQWHG
 1RWDOOGXFWVWUDSVDUHSDLQWHG
 /DUJHFKLSVRIFRQFUHWHVODEDUHPLVVLQJ
 1RWDOOHOHFWULFDOFRYHUVDQGGHYLFHVLQVWDOOHG
 /RRVHZLUHVDWEDFNVWRS
 'RRUVDUHQRWFRPSOHWHO\LQVWDOOHGVKLPVSDFHYLVLEOH  7HFWXPDFRXVWLFSDQHOVDUHPLVVLQJDWVORSHGSRUWLRQRIVWRUDJHURRPV  6FRUHERDUGVDQGVKRWFORFNVDUHPLVVLQJ
 3ODVWLF/DPLQDWHZDOOILQLVKLVPLVVLQJ
 'RRUVDWVWRUDJHURRPDUHPLVVLQJ
 $VVLVWLYHOLVWHQLQJV\VWHPQRWLQVWDOOHG
 9ROOH\EDOOIORRUVOHHYHPLVVLQJ

 &XVWRGLDQ 0LVVLQJPRSKRRNV
 )53PLVVLQJ
 ([SRVHGFRQGXLWYLVLEOH

 7DEOH6WRUDJH 0LVVLQJ'RRUVDQG+DUGZDUH
 +ROORZPHWDOIDPHLVGHQWHG
 6WUXFWXUHQRWSDLQWHG
 +ROHLQZDOOSLSHV
 :DOOILQLVKLQFRPSOHWH
 1RIORRUILQLVK
 6RPHFRQGXLWLVLQFRPSOHWH

 6WRUDJH) 0LVVLQJGRRUV
 0LVVLQJIORRUILQLVK
 8QILQLVKHGVSULQNOHUKHDG

 6WRUDJH 0LVVLQJGRRUV
 0LVVLQJIORRUDQFKRUHGVKHOYHV
 ([SRVHGVSULQNOHUV
 ([SRVHGVXUIDFHPRXQWFRQGXLWDQGRXWOHWVZLOOFRQIOLFWZLWK)) (VWRUDJHV\VWHPV  6XUIDFHPRXQWHGOLJKWLQJFRQWUROSDQHODQG+9$&FRQWUROVLQVWDOOHGLQWKLVURRPLQOLHXRILQ HOHFWULFDOURRPZLWKRXWDXWKRUL]DWLRQ
EHORZ¶DIIZLOOFRQIOLFWZLWK)) (VWRUDJHV\VWHPV  0HFK)LUH5LVHU 0LVVLQJJ\SERDUGQRWH[WXUHRUSDLQWILQLVK  &RQFUHWHVODELVFKLSSHGDQGKDVODUJHRSHQLQJ
EXHIBIT 1
591
 3DJHRI
 $FFHVVSDQHOGRRULVPLVVLQJ
 (OHFWULFDO
 1RWH
7KHUHLVVSDFHRQWKHVRXWKZDOOLQWKHHOHFWULFDOURRPIRU%OXH5LGJHDQGOLJKWLQJ FRQWUROV\VWHPWKDWFRQWUDFWRUKDVSODFHGLQVWRUDJHURRP  *\SERDUGILQLVKLVLQFRPSOHWH
 2XWOHWFRYHUVDUHPLVVLQJ
 /DUJHURXJKKROHVLQZDOODURXQGSLSHSHQHWUDWLRQZLWKRXWVHDODQW  6XUIDFHPRXQWFRQGXLW
&LYLO(QJLQHHULQJ5HYLHZ 6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\6LHJIULHG(QJLQHHULQJ &RPPLVVLRQLQJ$JHQW
5HYLHZ
6HHDWWDFKHGFRPPLVVLRQLQJILHOGUHSRUWE\&DSLWDO(QJLQHHULQJ&RQVXOWDQWV (OHFWULFDO(QJLQHHULQJ
5HYLHZ
6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\+&6(QJLQHHUV
0HFKDQLFDODQG3OXPELQJ
(QJLQHHULQJ5HYLHZ
6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\&DSLWDO(QJLQHHULQJ 3KRWRYROWDLF6\VWHP
(QJLQHHULQJ5HYLHZ
6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\(&20(QJLQHHULQJ 6WUXFWXUDO(QJLQHHU 6HHDWWDFKHGVLWHREVHUYDWLRQUHSRUWE\6LHJIULHG(QJLQHHULQJ 




























EXHIBIT 1
592
EXHIBIT 1
593
0D\
6WRFNWRQ 6DQ-RVH 6DFUDPHQWR 0RGHVWR
%URRNVLGH5G 10DUNHW6W
+RZH$YH 6\FDPRUH$YH
6WRFNWRQ&$

 6DQ-RVH&$
 6DFUDPHQWR&$
 0RGHVWR&$

W


 W
 W

 W


)
?SURMHFWV?
1RUWKHDVW6WRFNWRQ/LEUDU\DQG5HFUHDWLRQ&HQWHU?&RQVWUXFWLRQ6XSSRUW?6LWH2EVHUYDWLRQ5HSRUW?&LYLO6LWH2EVHUYDWLRQ5HSRUW1(67.16(, 
GRF
3DWW\.DUDSLQDU
$UFKLWHFWXUDO1(;86,QF

56WUHHW
6DFUDPHQWR&$

3URMHFW
1257+($67672&.721/,%5$5< &20081,7<&(17(5
0RUDGD/DQH6WRFNWRQ&$
6LHJIULHG3URMHFW


5(
6,7(2%6(59$7,21210D\±&,9,/6&23(352*5(66 'HDU3DWW\

 *(1(5$/
D
 2XU 6LWH 2EVHUYDWLRQ ZDV WR UHYLHZ VWDWXV RI WKH FLYLO VLWH FRQVWUXFWLRQ ZRUN 7KH REVHUYDWLRQZDVVFKHGXOHGWKURXJK0HJDQ5HSNDRI$5&+,7(&785$/1(;86,1& 7KHSXUSRVHLVWRGRFXPHQWWKHFXUUHQWVWDWHRIWKHSURMHFWVLWHDQGDVVHVVWKHTXDOLW\ DQGTXDQWLW\RIZRUNFRPSOHWHGWRGDWH

E
 3DXO6FKQHLGHUIURP6,(*)5,('(1*,1((5,1*,1&SHUIRUPHGWKHVLWHREVHUYDWLRQ DFFRPSDQLHGE\RWKHUPHPEHUVRIWKHGHVLJQWHDPZKRSHUIRUPHGREVHUYDWLRQV WDUJHWHGWRZDUGWKHLUUHVSHFWLYHGLVFLSOLQHV2WKHUSURMHFWPHPEHUVSUHVHQWLQFOXGHG 0RKDPPDG6DGLTIURPWKH&,7<2)672&.721DQG+HUQDQ0XQD\FRIURP*5,)),1 6758&785(6,1&
F
 :HDUULYHGDWWKHMREVLWHDWURXJKO\

$0 DQGPHWZLWKWHDPDVGHVFULEHGDERYHWR
ZDONWKHVLWHDQGVWUXFWXUHLQWHULRU

 2%6(59$7,216

D
 6LWH2EVHUYDWLRQV
2YHUDOODSSUR[LPDWHO\FRPSOHWH


L
 7UDVKHQFORVXUHVWUXFWXUHLVXQILQLVKHG
LL
 1RVWULSLQJDQGVLJQDJHKDYHEHHQLQVWDOOHG
LLL
 3DUNLQJ /RW SDYHPHQW LV
 FRPSOHWH KRZHYHUWKH EXON RIWKH VLWH KDUGVFDSH LV RQO\IRUPHGDQGEDVHURFNKDVEHHQSODFHG
LY
 +DUGVFDSH ZRUN DQG VLWH IHDWXUHV
VXFK DV WKH EDVNHWEDOO FRXUW SOD\ DUHD WXUI
SDYHUVDQGFRQFUHWHZRUN
RXWVLGHRIWKHSDUNLQJORWDUHLQFRPSOHWH
Y
 6WRUPZDWHU EDVLQV DUH DERXW  FRPSOHWH :KHUH RQH RI WKUHH EDVLQV LV IXOO\ FRPSOHWHRQHLVFRPSOHWHDQGWKHWKLUGLVLQFRPSOHWH$OOKDYHDWUHPHQGRXV DPRXQW RI VHGLPHQW DQG YHJHWDWLRQ DQG ZLOO QRW SHUIRUP SURSHUO\ XQOHVV WKH VHGLPHQWLVUHPRYHGDQGWKHYHJHWDWLRQSURSHUO\UHPRYHG YL
 %DVLQRXWIDOOVDUHQRWFRPSOHWHZLWKDOOILWWLQJV
YLL
7KHUH DUH PDQ\ ULOOV LQ WKH EDVLQ VORSHV ZLWK HURVLRQ EHLQJ UDWKHU VLJQLILFDQW 7KH FREEOHVORSHSURWHFWLRQLQWKHVHDUHDVLVPLVVLQJ
YLLL
7KHUHLVXQILQLVKHGJUDGLQJZKHUHVRPHDUHDVVHHPWREHPRXQGHGRUVWRFNSLOHG EXHIBIT 1
594
3DJHRI
6WRFNWRQ 6DQ-RVH 6DFUDPHQWR 0RGHVWR
%URRNVLGH5G 10DUNHW6W
+RZH$YH 6\FDPRUH$YH
6WRFNWRQ&$

 6DQ-RVH&$
 6DFUDPHQWR&$
 0RGHVWR&$

W


 W
 W

 W


)
?SURMHFWV?
1RUWKHDVW6WRFNWRQ/LEUDU\DQG5HFUHDWLRQ&HQWHU?&RQVWUXFWLRQ6XSSRUW?6LWH2EVHUYDWLRQ5HSRUW?&LYLO6LWH2EVHUYDWLRQ5HSRUW1(67.16(, 
GRF
L[
 7KHUHDUHUDQGRPDUHDVRIEURNHQFRQFUHWHDQGFRQFUHWHSDGVWKDWDUHLQODQGVFDSH DUHDVPRVWGLUWDUHDVKDYHFRQFUHWHGHEULVPL[HGLQWRWKHVRLO [
 7KH ODUJH RSHQ VSDFH DWWKH 1: LV QRW JUDGHG SHU SODQ DV DUHWKHPDMRULW\ RIWKH XQILQLVKHGDUHDV
[L
 7KHEDVNHWEDOOFRXUWDQGRWKHUFRQFUHWHDUHDVKDYHEHHQIRUPHGRUSDUWLDOO\IRUPHG DQGEDVH URFNKDVEHHQDGGHGKRZHYHULWDSSHDUVWREHORRVHDQG FRPSDFWLRQLV TXHVWLRQDEOH2YHUDOOWKHFRQFUHWHTXDOLW\LVSRRUZLWKFXUEZLGWKVYDU\LQJFRQFUHWH FKLSSHGIRXQGDWLRQVFKLSSHGRIIILQLVKLQSODFHVLVURXJKDQGXQILQLVKHG E
 6LWH 8WLOLW\ 2EVHUYDWLRQV
2YHUDOO DSSUR[LPDWHO\  FRPSOHWH KRZHYHU LQVWDOODWLRQ LV SRRUTXDOLW\DQGQRWILQLVKHGFRUUHFWO\DWWKHVXUIDFH


1RWH
8WLOLW\REVHUYDWLRQVDUHEDVHGRQZKDWFDQEHUHDGLO\VHHQIURPWKHVXUIDFHVRDQ\ REVHUYDWLRQVKHUHLQDUHSDUWLDOREVHUYDWLRQVDQGPD\QRWUHSUHVHQWWKHHQWLUHW\RIZKDW KDVEHHQLQVWDOOHG2WKHUZLVHLWLVDVVXPHGWKDWWKHSURSHUXWLOLWLHVKDYHEHHQLQVWDOOHG VLQFHWKHXWLOLWLHVDUHQRORQJHUH[SRVHG
L
 1ROLJKWSROHVDUHLQVWDOOHGRQWKHVLWH
LL
 9DULRXVXWLOLW\ULVHUVIRUHOHFWULFDOZDWHUVWRUPGUDLQDQGRUVDQLWDU\VHZHUSURWUXGH DERYHJUDGHDUHFUDFNHGRUDUHQRWVHWDWWKHSURSHUHOHYDWLRQ LLL
 7KHUHDUHQRRXWIDOOVRQVWRUPGUDLQSLSHVLQWRWKHEDVLQDQGQRHURVLRQFRQWUROURFN KDVEHHQLQVWDOOHGWRSUHYHQWHURVLRQ(URVLRQDWWKHVHORFDWLRQVZHUHIRXQG LY
 6WRUPGUDLQDJHDWWKHFHQWHURIWKHEXLOGLQJDSSHDUVWREHXQILQLVKHG7KHWUDFNGUDLQ LV VWDNHG DQG IRUPHG EXW VKRXOG QRW EH SRXUHG DV LW LV WKH GUDLQ LV QRW JDSSHG FRUUHFWO\WKHMXQFWLRQER[HVDUHFURRNHGDQGHOHYDWLRQQHHGWREHFKHFNHG Y
 7KHUHFWDQJXODUFXUEROHWVHFWLRQVDUHLQFRPSOHWHDQGFRQQHFWLRQVDUHQRWPDGH YL
 7KHUHDUHLQOHWVRQWKHVRXWKIDFHWKDWKDYHEHHQFUDFNHGZLWKWKHSLSHLQVWDOODWLRQ YLL
7KHUHLVDVLJQLILFDQWDPRXQWRIGHEULVLQWKHVWRUPSLSHVDQGLQOHWV YLLL
)LUHK\GUDQWVDUHVWLOOEDJJHGDQGWKHLUIXQFWLRQDOVWDWHLVQRWFOHDU ,I,FDQSURYLGHDQ\DGGLWLRQDOLQIRUPDWLRQRUFODULILFDWLRQSOHDVHGRQRWKHVLWDWHWRFRQWDFWPHDW RXU6WRFNWRQ2IILFH
6LQFHUHO\
BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB
3DXO-6FKQHLGHU46'4633(
3UHVLGHQW_0DQDJLQJ3ULQFLSDO
6,(*)5,('
EXHIBIT 1
595
May 24, 2023
Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Patty Karapinar
Architectural NEXUS, Inc.
930 R Street
Sacramento, CA 95811
Project: NORTHEAST STOCKTON LIBRARY & COMMUNITY CENTER
1461 Morada Lane, Stockton, CA
Siegfried Project #: 18039
RE: SITE OBSERVATION ON MAY 24, 2023 – PROJECT STRUCTURAL SCOPE PROGRESS Dear Patty,
1) GENERAL
a) The intent of our Site Observation was to review the general status of construction directly related to structural building elements and the main gravity and lateral systems. The observation was scheduled through Megan Repka of ARCHITECTURAL NEXUS INC. Please feel free to share this report with other members of the team where necessary.

b) Rhett Kilgore from SIEGFRIED ENGINEERING INC. performed the structural site observation accompanied by other members of the design team who performed observations targeted toward their respective disciplines. Other members of the design team present included Megan Repka & Patty Karapinar (Arch.) from Architectural NEXUS Inc. and Richard Smith (Elec.) from HCS Engineering.

Other project members present included Mohammad Sadiq from the CITY OF STOCKTON.

c) Special inspections are required for this project as noted in the contract documents. In general Siegfried site observations are not intended to replace and/or supplement special inspections and/or other jurisdictional requirements. Inspectors did not participate in this Site Observation site walk. d) We arrived at the jobsite at roughly 9:00AM and met with the team as described above to walk the site, structure interior and lower roof.
2) OBSERVATIONS

a) In general, items observed appeared to be in conformance with the structural drawings. Construction of the building’s main structural systems including footings, slab-on-grade, steel braced frames, concrete shear walls, roof framing and decking were substantially complete.

b) On the lower roof area, east of gymnasium, the TPO roofing membrane had been applied over the rigid insulation but remained unfinished and felt “loose” in some areas.

Skylights/solar tubes and mechanical unit curbs appear to have been installed on the lower roof. The structural steel members for the mechanical screens appeared to be fully framed but remained unscreened.

Structural revisions to the roof screen layouts issued in CCD #020 did not appear to be implemented.

Access to the upper roof over the gymnasium was not available during our site visit. The architect identified the lack of submittal information on the roof access ladders by the contractor, including supporting structural calculations and details. The upper roof access ladder appeared to be anchored to the building structure with connections typical for this type of construction, however a detailed review and analysis of the system was not in the scope of this site observation.

EXHIBIT 1
596

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
c) We noted that various miscellaneous structural elements were substantially incomplete. i) The elevated floor structure for the children’s area near the southeast corner of the building was not installed. Sleeper anchor bolt holes appear to have been drilled in the slab but anchor bolts had not been installed.
ii) The exterior portion of the walk off mat in the courtyard area on the east side of the building was not complete. Dowels from the building slab remained exposed. iii) Pier footings and anchor bolts for the perforated building screen on the southern and eastern faces of the building were present. Roughly 30% of the structural steel support for these screens on the south and east face of the building were installed. However, the overall quality of construction for the screen framing and anchorage appeared poor.

Modifications to the base plates and anchor bolt layouts approved in various recent RFIs did not appear to match field conditions. The top of pier footing elevations appeared extremely low compared to the baseplate elevations. We expect this will result in additional concrete needing to be poured and a cold joint in the footing and anchor bolt development to be present. Overall, it appears that the foundations and anchor bolts were not properly placed and the contractor has continued to make modifications to the steel framing and baseplates to accommodate.

While unfinished, portions of the screen support structure appeared to be out of plumb. Screen columns on the south face of the building appeared to be set close to the face of the building with an inadequate gap. The columns appeared to be roughly 4 inches clear of the wall face near gridline 8 and as close as half an inch near gridline 10 at the roof parapet. We expect the screen wall, in this condition, will cause significant impact damage to the building facade over time as it deflects from out of plane wind loads.

Bolted erection aides were still present for the installed steel framing and, in general, appeared to be misaligned in various areas; causing gaps and misaligned framing at connections that are intended to be fully welded. Prolonged staging on the site appeared to have left damaged areas of galvanizing on the steel members that will require cleaning, removal of rust and potentially repair or replacement.

We understand construction has been suspended and recommend the entire tube steel support framing for the perforated exterior building screen be removed and properly stored, as it will likely cause damage to the building façade over time if left incomplete/not properly installed. iv) Masonry walls for the trash enclosure on the western end of the parking lot were roughly 95% complete and appeared to be fully grouted. A vertical control joint was installed on the back side of the enclosure but did appear to be properly sealed. Steel posts for the man door and double swing gate were installed but the door and gate framing were incomplete. The trash enclosure roof screen framing was installed but the perforated panel covering was not present. The trash enclosure roof screen framing above the masonry walls was not grouted and appeared to be supported with stacked steel shim plates. It is unclear if the enclosure roof steel framing is anchored to the top of the masonry walls.

Structural framing for the exterior canopy and accordion door located between gridlines 8.4 and 9.3 appeared substantially complete, however there appeared to be areas of exterior canopy framing that required finishes or additional weatherproofing. Structural steel framing for interior movable partitions also appeared complete.

EXHIBIT 1
597

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
d) Various areas of the building slab-on-grade appeared to have lifted or settled. This was evident by various areas of uneven slab to column block-out transitions and widening of slab construction joints; most notably along gridlines 6 and B.

Siegfried also identified various cracks in the slab-on-grade, roughly 0.030” in width These were most notable in the gymnasium, circulation, maker space and reading room areas. Many of the electrical/data floor boxes embedded in the slab on grade had severe localized cracking surrounding each box.

These slab on grade cracking and movement issues have been recently documented and investigated by representatives of both the City of Stockton and the contractor. Siegfried was unable to determine the severity of these issues compared to our previous site observations, as a majority of the floor space was covered by construction materials and debris when we last visited the site in October of 2022. 3) PHOTOS
a) Photos 1 through 18 are photos taken during our site visit.

If I can provide any additional information or clarification, please do not hesitate to contact me at our Stockton Office.

Sincerely,
Rhett Kilgore, P.E.

Associate Civil Engineer
Siegfried Engineering Inc.

Sincerely,
EXHIBIT 1
598

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 1- Building south exterior, looking east
EXHIBIT 1
599

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 2- Building east exterior, looking northwest
EXHIBIT 1
600

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 3- Building north exterior, looking west
EXHIBIT 1
601

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 4- Building west exterior, looking southeast
EXHIBIT 1
602

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 5- Incomplete lower roof mechanical screen
EXHIBIT 1
603

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 6- Upper roof access ladder
EXHIBIT 1
604

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 7- Childrens area platform missing, sleeper anchor holes drilled EXHIBIT 1
605

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 8- Exterior walk off mat incomplete, exposed slab dowels EXHIBIT 1
606

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 9- Incomplete modified base plates for exterior screen wall, incomplete framing connection EXHIBIT 1
607

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 10- Incomplete framing connection at exterior screen wall EXHIBIT 1
608

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 11- Exterior screen wall connection
EXHIBIT 1
609

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 12- Building east exterior, stockpiled screen wall steel framing EXHIBIT 1
610

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 13- Exterior screen wall damaged galvanized from stockpile sleepers EXHIBIT 1
611

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 14- Incomplete trash enclosure
EXHIBIT 1
612

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 15- Masonry trash enclosure vertical control joint, not sealed EXHIBIT 1
613

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 16- Masonry trash enclosure roof framing at wall top, no grout EXHIBIT 1
614

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 17- Building slab on grade crack
EXHIBIT 1
615

Stockton San Jose Sacramento Modesto
3428 Brookside Rd. 111 N. Market St., #300 900 Howe Ave, #200 100 Sycamore Ave, #100 Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 Modesto, CA 95354 t: 209.943.2021 t: 408.754.2021 t: 916.520.2777 t: 209.762.3580 F:\18projects\18039 Northeast Stockton Library and Recreation Center\Construction Support\Site Observation Report\2023-05-24 Structural Site Observation Report - NESTKN SEI #18039.doc
Photo 18- Slab on grade cracking surrounding floor boxes EXHIBIT 1
616
 ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŽŵŵŝƐƐŝŽŶŝŶŐ&ŝĞůĚZĞƉŽƌƚ  WĂŐĞϭŽĨϳ
ŽŵŵŝƐƐŝŽŶŝŶŐŐĞŶƚtĞĂƚŚĞƌŽŶĚŝƚŝŽŶƐ͗ůŽƵĚLJϲϴΣ&͕ϰϲй EĂŵĞ ŽŶƚĂĐƚ/ŶĨŽ dŝŵĞƌƌŝǀĞĚ dŝŵĞĞƉĂƌƚĞĚ

ĚƵĂƌĚŽZĂŵŝƌĞnj ;ϵϭϲͿϴϱϭͲϯϱϵϯ ϵ͗ϬϬD ϭϮ͗ϯϬWD
ƚƚĞŶĚĞĞƐ
EĂŵĞ ŽŶƚĂĐƚ/ŶĨŽ ŽŵƉĂŶLJ WƌŽũĞĐƚZŽůĞ
DŽŚĂŵŵĂĚ^ĂĚŝƋ ;ϮϬϵͿϵϯϳͲϴϮϵϵ ŝƚLJŽĨ^ƚŽĐŬƚŽŶ WƌŽũĞĐƚDĂŶĂŐĞƌ DĞŐĂŶZĞƉŬĂ ;ϵϭϲͿϰϰϯͲϱϵϭϭ ƌĐŚEĞdžƵƐ ƌĐŚŝƚĞĐƚ
WĂƚƚLJ<ĂƌĂƉŝŶĂƌ ;ϱϯϬͿϯϬϲͲϳϮϵϲ ƌĐŚEĞdžƵƐ ƌĐŚŝƚĞĐƚ ,ĞƌŶĂŶDƵŶĂLJĐŽ ;ϲϮϲͿϯϳϱͲϬϵϲϰ 'ƌŝĨĨŝŶ^ƚƌƵĐƚƵƌĞƐ ŽŶƐƚƌƵĐƚŝŽŶDĂŶĂŐĞƌ ƵƌƚŝƐŽƐƚĞůůĂ ;ϵϭϲͿϱϳϬͲϭϱϳϰ
KD
ŶŐŝŶĞĞƌŝŶŐ WsŽŶƐƵůƚĂŶƚ
WĂƵů^ĐŚŶĞŝĚĞƌ ;ϮϬϵͿϵϰϯͲϮϬϮϭ ^ŝĞŐĨƌŝĞĚ
ŶŐŝŶĞĞƌŝŶŐ ŝǀŝů
ŶŐŝŶĞĞƌ
:ŽĞƵǀĂů ;ϵϭϲͿϴϱϭͲϯϱϱϯ ĂƉŝƚĂů
ŶŐŝŶĞĞƌŝŶŐ DĞĐŚĂŶŝĐĂů
ŶŐŝŶĞĞƌ
  ŽůůŝŶƐ
ůĞĐƚƌŝĐ
ůĞĐƚƌŝĐĂůŽŶƚƌĂĐƚŽƌ
^ŝƚĞsŝƐŝƚEŽƚĞƐ
• sĞƌŝĨLJ/ŶƐƚĂůůĂƚŝŽŶŽĨD
W͕>ĂŶĚƐĐĂƉĞĂŶĚ^ŽůĂƌ
ƋƵŝƉŵĞŶƚ͘
• tŝƚŶĞƐƐĐŽŶƐƚƌƵĐƚŝŽŶƉƌŽŐƌĞƐƐ
WƌŽũĞĐƚEK͘ϭϴϭϬϭϬ͘ϬϬ ĂƚĞŽĨsŝƐŝƚ͗DĂLJϭϬ͕ϮϬϮϯ
ŽŵŵŝƐƐŝŽŶŝŶŐ&ŝĞůĚZĞƉŽƌƚ
EXHIBIT 1
617
 ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŽŵŵŝƐƐŝŽŶŝŶŐ&ŝĞůĚZĞƉŽƌƚ  WĂŐĞϮŽĨϳ
ŽŶƐƚƌƵĐƚŝŽŶWƌŽŐƌĞƐƐ

ĚƵĂƌĚŽŵĞƚŽŶͲƐŝƚĞǁŝƚŚĞǀĞƌLJŽŶĞůŝƐƚĞĚŽŶƚŚĞĂƚƚĞŶĚĞĞƐůŝƐƚĂďŽǀĞ͘ 
ϭ͘/E^d>>d/KE͗
• WůƵŵďŝŶŐ
o
t,ͲϭůŽĐĂƚĞĚŝŶDĞĐŚͬ&ŝƌĞZŝƐĞƌϭϬϱ͗WĞƌĚĞƚĂŝůϯʹWϱϬϬƚŚĞĨŽůůŽǁŝŶŐĂƌĞŝŶĐŽŵƉůĞƚĞ͗ ĞdžƉĂŶƐŝŽŶƚĂŶŬƐƚƌĂƉŶŽƚŝŶƐƚĂůůĞĚ͕ƚŚĞƌŵŽŵĞƚĞƌŵŝƐƐŝŶŐ͕ƚĞŵƉƐĞŶƐŽƌŝŶĐŽŵƉůĞƚĞ͕ŐĂƚĞǀĂůǀĞ ĂĨƚĞƌĐŝƌĐƵůĂƚŝŽŶƉƵŵƉŵŝƐƐŝŶŐ͘
o ƵƐƚŽĚŝĂŶϭϬϯʹDŽƉ^ŝŶŬ&ŝdžƚƵƌĞŶŽƚŝŶƐƚĂůůĞĚ
o DĞŶ͛ƐZĞƐƚƌŽŽŵϭϮϳĂŶĚtŽŵĞŶ͛ƐZĞƐƚƌŽŽŵϭϮϴʹWůƵŵďŝŶŐĨŝdžƚƵƌĞƐŶŽƚŝŶƐƚĂůůĞĚ͘ o ZĞƐƚƌŽŽŵʹ/t,ͲϮĂŶĚƉůƵŵďŝŶŐĨŝdžƚƵƌĞƐŶŽƚŝŶƐƚĂůůĞĚ o ZĞƐƚƌŽŽŵϭϮϮʹ/t,ͲϯʹĞůĞĐƚƌŝĐĂůĐŽŶŶĞĐƚŝŽŶƐŝŶĐŽŵƉůĞƚĞ o ĚŵŝŶϭϮϯʹ/t,ͲϭʹEŽƚŝŶƐƚĂůůĞĚ
o ĚŵŝŶϭϮϯʹĐĂďŝŶĞƚƌLJͬƉůƵŵďŝŶŐĨŝdžƚƵƌĞƐŶŽƚŝŶƐƚĂůůĞĚ͘ • ,s
o
ƋƵŝƉŵĞŶƚ/ĚĞŶƚŝĨŝĐĂƚŝŽŶŵŝƐƐŝŶŐƉĞƌ^ƉĞĐ^ĞĐƚŝŽŶϮϯϬϬϱϬͲϮ͘ϭϮ͗/ĚĞŶƚŝĨLJĞĂĐŚƉŝĞĐĞŽĨ ĞƋƵŝƉŵĞŶƚǁŝƚŚĂƉĞƌŵĂŶĞŶƚůLJĂƚƚĂĐŚĞĚĞŶŐƌĂǀĞĚďĂŬĞůŝƚĞƉůĂƚĞ͕ϭͬϮŝŶĐŚŚŝŐŚǁŚŝƚĞůĞƚƚĞƌƐŽŶ ďůĂĐŬďĂĐŬŐƌŽƵŶĚ͘
o ^ͲϭŝŶ
ůĞĐƚƌŝĐĂůϭϬϰʹŽŶĚĞŶƐĂƚĞůŝŶĞŶŽƚŝŶƐƚĂůůĞĚ͘dŚĞƌŵŽƐƚĂƚŶŽƚŝŶƐƚĂůůĞĚ͘ o ^ͲϮŝŶdĞůĞĐŽŵϭϮϲʹdŚĞƌŵŽƐƚĂƚŶŽƚŝŶƐƚĂůůĞĚ
o ͲϭĂŶĚͲϮƚŚĞƌŵŽƐƚĂƚƐŶŽƚŝŶƐƚĂůůĞĚ͘ZŽŽĨŵŽƵŶƚŝŶŐŝŶƐƚĂůůĂƚŝŽŶŝŶĐŽŵƉůĞƚĞ͘ o &hͲϵʹ
ůĞĐƚƌŝĐĂůĚŝƐĐŽŶŶĞĐƚŝŶƐƚĂůůĂƚŝŽŶŝŶĐŽŵƉůĞƚĞ͘
o &hͲϳʹdŚĞƌŵŽƐƚĂƚǁŝƚŚŝŶĐŽƌƌĞĐƚůĂďĞů
o &hͲϴʹdŚĞƌŵŽƐƚĂƚǁŝƚŚŝŶĐŽƌƌĞĐƚůĂďĞůĂŶĚĞůĞĐƚƌŝĐĂůĚŝƐĐŽŶŶĞĐƚŶŽƚŝŶƐƚĂůůĞĚ o &hͲϭͬ&hʹϲʹĞůĞĐƚƌŝĐĂůĚŝƐĐŽŶŶĞĐƚŶŽƚŝŶƐƚĂůůĞĚ o &hʹϭϮdŚĞƌŵŽƐƚĂƚŶŽƚŝŶƐƚĂůůĞĚ
•
>
dZ/>ʹ>/',d/E'
o >ŝŐŚƚŝŶŐĐŽŶƚƌŽůŝŶƐƚĂůůĂƚŝŽŶŶŽƚĐŽŵƉůĞƚĞ͘^ĞǀĞƌĂůĂƌĞĂƐǁŝƚŚŽƵƚůŝŐŚƚŝŶŐĐŽŶƚƌŽůƐ͘ o tŝƌŝŶŐŶŽƚĐŽŵƉůĞƚĞĨŽƌůŝŐŚƚŝŶŐĐŽŶƚƌŽůƉĂŶĞůƐĨŽƵŶĚŝŶƐƚŽƌĂŐĞϭϬϮ •
>
dZ/>ʹWE
>KZ^
o WE
>,sʹŵŝƐƐŝŶŐĐŝƌĐƵŝƚďƌĞĂŬĞƌƐĨŽƌͲϭͬͲϮ
o WĂŶĞůďŽĂƌĚĐŝƌĐƵŝƚďƌĞĂŬĞƌƐŝŶĐŽŵƉůĞƚĞ͘Z&/ƐŶŽƚŝĐĞĚŽŶƉĂŶĞůďŽĂƌĚƐĐĂůůŝŶŐŽƵƚĨŽƌƌĞƉůĂĐĞŵĞŶƚ ŽĨĐŝƌĐƵŝƚďƌĞĂŬĞƌƐ͘
• W,KdKsK>d
/
o
ůĞĐƚƌŝĐĂůĐŽŶŶĞĐƚŝŽŶƐƚŽƚŚĞŝŶǀĞƌƚĞƌƐĨŽƵŶĚŝŶĞůĞĐƚƌŝĐĂůƌŽŽŵϭϬϰŝŶĐŽŵƉůĞƚĞ͘ 
• /ZZ/'d/KE
o >ĂŶĚƐĐĂƉĞĐŽŶƚƌĂĐƚŽƌĂĐƚŝǀŝƚŝĞƐŚĂǀĞŶŽƚƐƚĂƌƚĞĚ͘ůůůĂŶĚƐĐĂƉĞĐŽŶƐƚƌƵĐƚŝŽŶĂĐƚŝǀŝƚŝĞƐ ŝŶĐŽŵƉůĞƚĞ͘
EXHIBIT 1
618
 ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŽŵŵŝƐƐŝŽŶŝŶŐ&ŝĞůĚZĞƉŽƌƚ  WĂŐĞϯŽĨϳ
ŽŶƐƚƌƵĐƚŝŽŶWƌŽŐƌĞƐƐ
Ϯ͘^dZdhW͗
•
ůĞĐƚƌŝĐĂůʹ>ŝŐŚƚŝŶŐ
o ĨƚĞƌŝŶƐƚĂůůĂƚŝŽŶŽĨůŝŐŚƚŝŶŐĐŽŶƚƌŽůƐĂŶĚƉĂŶĞůƐĂƌĞĐŽŵƉůĞƚĞ͕ůŝŐŚƚŝŶŐƐƚĂƌƚƵƉĐĂŶƚĂŬĞƉůĂĐĞ͘ o >ŝŐŚƚŝŶŐWƌŽŐƌĂŵŵŝŶŐ
o
ůĞĐƚƌŝĐĂůĐŽŶƚƌĂĐƚŽƌƚŽWƌŽǀŝĚĞ>ŝŐŚƚŝŶŐ^ƚĂƌƚƵƉZĞƉŽƌƚ o >ŝŐŚƚŝŶŐdͲϮϰĐĐĞƉƚĂŶĐĞdĞƐƚŝŶŐǁŝůůƌĞƋƵŝƌĞĂĐĐĞƉƚĂŶĐĞdĞƐƚdĞĐŚŶŝĐŝĂŶĞƌƚŝĨŝĐĂƚŝŽŶWƌŽǀŝĚĞƌ ;ddWͿ
o dͲϮϰĐĐĞƉƚĂŶĐĞdĞƐƚŝŶŐĚŽĐƵŵĞŶƚƐƚŽƉƌŽǀŝĚĞĚƚŽŽŵŵŝƐƐŝŽŶŝŶŐŐĞŶƚĨŽƌƌĞǀŝĞǁ͘ • WůƵŵďŝŶŐ
o ĨƚĞƌŝŶƐƚĂůůĂƚŝŽŶŝƐĐŽŵƉůĞƚĞŽŶƚŚĞĞůĞĐƚƌŝĐǁĂƚĞƌŚĞĂƚĞƌĂŶĚŝŶƐƚĂŶƚĂŶĞŽƵƐǁĂƚĞƌŚĞĂƚĞƌƐ͕ ƐƚĂƌƚͲƵƉĐĂŶƚĂŬĞƉůĂĐĞ͘
o ŽŶƚƌĂĐƚŽƌƚŽĂĚũƵƐƚƚĞŵƉĞƌĂƚƵƌĞƚŽŵĞĞƚƐĞƚƉŽŝŶƚƐ͘ • ,s
o ĨƚĞƌŝŶƐƚĂůůĂƚŝŽŶŝƐĐŽŵƉůĞƚĞŽĨƚŚĞ,sĞƋƵŝƉŵĞŶƚĂŶĚĞůĞĐƚƌŝĐĂůĐŽŶŶĞĐƚŝŽŶƐĂŶĚďƌĞĂŬĞƌƐ ŝŶƐƚĂůůĞĚ͕ŵĞĐŚĂŶŝĐĂůĐŽŶƚƌĂĐƚŽƌƐƚĂƌƚͲƵƉƚĞĐŚĐĂŶďĞŐŝŶƐƚĂƌƚƵƉŽĨƚŚĞƵŶŝƚƐ͘ o ŽŶƚƌĂĐƚŽƌƚŽƉƌŽǀŝĚĞƐƚĂƌƚͲƵƉƌĞƉŽƌƚƐŽĨĂůů,sĞƋƵŝƉŵĞŶƚ • ŽŶƚƌŽůƐ
o ŽŶƚƌŽůƐĐŽŶƚƌĂĐƚŽƌĐĂŶďĞŐŝŶƐƚĂƌƚͲƵƉĂŶĚďĞŐŝŶƉƌŽŐƌĂŵŵŝŶŐ͘ o ŽŶƚƌŽůƐĐŽŶƚƌĂĐƚŽƌƚŽƉƌŽǀŝĚĞƉŽŝŶƚͲƚŽͲƉŽŝŶƚƌĞƉŽƌƚƚŽĐŽŵŵŝƐƐŝŽŶŝŶŐĂŐĞŶƚĨŽƌƌĞǀŝĞǁ͘ • WŚŽƚŽǀŽůƚĞŝĐ
o ŽŵƉůĞƚŝŽŶŽĨĂůůǁŝƌŝŶŐƚŽďĞĐŽŵƉůĞƚĞƉƌŝŽƌƚŽƐƚĂƌƚƵƉ͘ o ŽŶƚƌĂĐƚŽƌƚŽƉƌŽǀŝĚĞƐƚĂƌƚƵƉƌĞƉŽƌƚƐĨŽƌƚŚĞƐLJƐƚĞŵ͘ • /ƌƌŝŐĂƚŝŽŶ
o /ƌƌŝŐĂƚŝŽŶŝŶƐƚĂůůĂƚŝŽŶƉŚĂƐĞŶŽƚĐŽŵƉůĞƚĞ͘EŽƚƌĞĂĚLJĨŽƌƐƚĂƌƚƵƉͬ ϯ͘dĞƐƚĂŶĚĂůĂŶĐĞ;dͿ͗
• dŽĨ,s
ƋƵŝƉŵĞŶƚ
o WƌŝŽƌƚŽƚĞƐƚĂŶĚďĂůĂŶĐĞŽĨ,sĞƋƵŝƉŵĞŶƚ͕ŵĞĐŚĂŶŝĐĂůĐŽŶƚƌĂĐƚŽƌƚŽƌĞƉůĂĐĞĂůůĐŽŶƐƚƌƵĐƚŝŽŶ ĨŝůƚĞƌƐǁŝƚŚϮ͟D
ZsͲϭϯĨŝůƚĞƌƐ͘
o ĨƚĞƌƐƵĐĐĞƐƐĨƵůƐƚĂƌƚƵƉ͕dĐŽŶƚƌĂĐƚŽƌƚŽďĞŐŝŶƚĞƐƚŝŶŐĂŶĚďĂůĂŶĐŝŶŐŽĨ,sĞƋƵŝƉŵĞŶƚ͘ o dƌĞƉŽƌƚƚŽďĞƉƌŽǀŝĚĞĚƚŽŽŵŵŝƐƐŝŽŶŝŶŐŐĞŶƚĨŽƌƌĞǀŝĞǁ͘ o DĞĐŚĂŶŝĐĂůĐŽŶƚƌĂĐƚŽƌƚŽƉƌŽǀŝĚĞŵĞĐŚĂŶŝĐĂůdͲϮϰĐĐĞƉƚĂŶĐĞ&ŽƌŵƐ͘ ϰ͘&ƵŶĐƚŝŽŶĂůdĞƐƚŝŶŐ͗
• ŽŵŵŝƐƐŝŽŶŝŶŐĂŐĞŶƚǁŝůůďĞĨƵŶĐƚŝŽŶĂůůLJƚĞƐƚŝŶŐ,sΘŽŶƚƌŽůƐ͕>ŝŐŚƚŝŶŐ͕WůƵďŵŝŶŐ ƋƵŝƉŵĞŶƚ͕
WŚŽƚŽǀŽůƚĂŝĐĂŶĚ/ƌƌŝŐĂƚŝŽŶ͘ŽŶƚƌĂĐƚŽƌƚŽƉƌŽǀŝĚĞƚŚĞĚŽĐƵŵĞŶƚĂƚŝŽŶůŝƐƚĞĚŝŶƚŚĞĚĞůŝǀĞƌĂďůĞƐƐĞĐƚŝŽŶ͘ EXHIBIT 1
619
 ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŽŵŵŝƐƐŝŽŶŝŶŐ&ŝĞůĚZĞƉŽƌƚ  WĂŐĞϰŽĨϳ
ĞůŝǀĞƌĂďůĞƐ
•
ƋƵŝƉŵĞŶƚƐƚĂƌƚƵƉƌĞƉŽƌƚƐ͕ŽŶƚƌŽůƐƐƚĂƌƚƵƉƌĞƉŽƌƚĂŶĚdĞƐƚĂŶĚĂůĂŶĐĞZĞƉŽƌƚƚŽďĞƐƵďŵŝƚƚĞĚďLJƚŚĞ ĐŽŶƐƚƌƵĐƚŝŽŶƚĞĂŵƉƌŝŽƌƚŽƚŚĞĨƵŶĐƚŝŽŶĂůƚĞƐƚŝŶŐ͘
• dŝƚůĞϮϰĐĐĞƉƚĂŶĐĞ&ŽƌŵƐĂƐƐŚŽǁŶŽŶƚŚĞDƐŚĞĞƚĂŶĚ ƐŚĞĞƚĚƌĂǁŝŶŐƐĂƌĞ
ƌĞƋƵŝƌĞĚƚŽďĞĐŽŵƉůĞƚĞĚďLJĐĞƌƚŝĨŝĞĚĐĐĞƉƚĂŶĐĞƚĞƐƚŝŶŐƚĞĐŚŶŝĐŝĂŶƐĨŽƌďŽƚŚ >ŝŐŚƚŝŶŐĐŽŶƚƌŽůƐĂŶĚŵĞĐŚĂŶŝĐĂůĞƋƵŝƉŵĞŶƚ͘
• džǁŝůůƉƌŽǀŝĚĞƚŚĞĨƵŶĐƚŝŽŶĂůƚĞƐƚƐĐƌŝƉƚƐĂŶĚƚŚĞĐŽŶƚƌĂĐƚŽƌƐŚĂůůĞdžĞĐƵƚĞƚŚĞƚĞƐƚƐ ŽŶϭϬϬйŽĨƚŚĞĞƋƵŝƉŵĞŶƚĂŶĚƚŚĞŶůĂƚĞƌ͕ĚĞŵŽŶƐƚƌĂƚĞƐƵĐĐĞƐƐĨƵůŽƉĞƌĂƚŝŽŶŽĨ ĞƋƵŝƉŵĞŶƚƉĞƌƚŚĞƚĞƐƚƐĐƌŝƉƚƐƚŽƚŚĞdž͘
• ŽŶƐƚƌƵĐƚŝŽŶƚĞĂŵƚŽƉƌŽǀŝĚĞƚƌĂŝŶŝŶŐĂŐĞŶĚĂƐĨŽƌĂůůĐŽŵŵŝƐƐŝŽŶĞĚƐLJƐƚĞŵƐƉĞƌƚŚĞ ƐƉĞĐŝĨŝĐĂƚŝŽŶƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚŝŶĐůƵĚĞƚƌĂŝŶŝŶŐĂĐƚŝǀŝƚŝĞƐŝŶƚŚĞƉƌŽũĞĐƚƐĐŚĞĚƵůĞƐŽƚŚĞŝƚLJŽĨ^ƚŽĐŬƚŽŶ ƐƚĂĨĨŚĂƐĂŵƉůĞƚŝŵĞƚŽƐĐŚĞĚƵůĞƚŚĞĂƚƚĞŶĚĂŶĐĞĂĐĐŽƌĚŝŶŐůLJ͘

t,Ͳϭ dLJƉŝĐĂůŽĨͲϭĂŶĚͲϮ

EXHIBIT 1
620
 ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŽŵŵŝƐƐŝŽŶŝŶŐ&ŝĞůĚZĞƉŽƌƚ  WĂŐĞϱŽĨϳ
^Ͳϭ ^ƚŽƌĂŐĞϭϬϮʹ>ŝŐŚƚŝŶŐŽŶƚƌŽůWĂŶĞů
ƵƐƚŽĚŝĂŶϭϬϯ ZĞƐƚƌŽŽŵ

EXHIBIT 1
621
 ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŽŵŵŝƐƐŝŽŶŝŶŐ&ŝĞůĚZĞƉŽƌƚ  WĂŐĞϲŽĨϳ
/t,Ͳϯ ĚŵŝŶϭϮϯ

ZĞƐƚƌŽŽŵ ,sŽŶƚƌŽůWĂŶĞů
EXHIBIT 1
622
 ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŝƚLJŽĨ^ƚŽĐŬƚŽŶʹE
^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘZĞĐ͘ĞŶƚĞƌ 
ŽŵŵŝƐƐŝŽŶŝŶŐ&ŝĞůĚZĞƉŽƌƚ  WĂŐĞϳŽĨϳ
>ĂŶĚƐĐĂƉĞ
EXHIBIT 1
623
ϭϭϬϮϬ^ƵŶĞŶƚĞƌƌŝǀĞ͕ηϭϬϬ
ZĂŶĐŚŽŽƌĚŽǀĂ͕ϵϱϲϳϬ
KĨĨŝĐĞ͗ϵϭϲ͘ϴϱϭ͘ϯϱϬϬ
&Ădž͗ϵϭϲ͘ϲϯϭ͘ϰϰϮϰ
ĐĂƉŝƚĂůͲĞŶŐŝŶĞĞƌŝŶŐ͘ĐŽŵ

&ŝĞůĚKďƐĞƌǀĂƚŝŽŶ
ĂƚĞ͗ ϱͬϯϭͬϮϯ
dŽ͗ DĞŐĂŶZĞƉŬĂ
^ĞŶƚLJ͗ :ŽĞƵǀĂů
WƌŽũĞĐƚEĂŵĞ͗ ŝƚLJŽĨ^ƚŽĐŬƚŽŶE
>ŝďƌĂƌLJĂŶĚZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ
WƌŽũĞĐƚEŽ͗͘ ϭϴϭϬϭϬ͘ϬϬ
^ƵďũĞĐƚ͗ &ŝĞůĚKďƐĞƌǀĂƚŝŽŶZĞƉŽƌƚ
KŶDĂLJϭϬ͕ϮϬϮϯ͕ĂƉŝƚĂů
ŶŐŝŶĞĞƌŝŶŐĐĂƌƌŝĞĚŽƵƚĂĨŝĞůĚŽďƐĞƌǀĂƚŝŽŶ͘dŚĞŽďũĞĐƚŝǀĞŽĨƚŚŝƐǀŝƐŝƚǁĂƐƚŽ ŽďƐĞƌǀĞĂŶĚƌĞĐŽƌĚƚŚĞĐƵƌƌĞŶƚƐƚĂƚĞŽĨĐŽŶƐƚƌƵĐƚŝŽŶƉƌŽŐƌĞƐƐ͕ŝĚĞŶƚŝĨLJĂŶLJƌĞŵĂŝŶŝŶŐƚĂƐŬƐ͕ĂŶĚŚŝŐŚůŝŐŚƚ ĂŶLJĚŝƐĐƌĞƉĂŶĐŝĞƐďĞƚǁĞĞŶƚŚĞŝŶƐƚĂůůĞĚǁŽƌŬĂŶĚƚŚĞĚƌĂǁŝŶŐƐĂŶĚƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͘dŚĞĨŽůůŽǁŝŶŐŝƚĞŵƐ ĂƌĞŶŽƚŵĞĂŶƚƚŽďĞĂĐŽŵƉƌĞŚĞŶƐŝǀĞůŝƐƚďƵƚƌĂƚŚĞƌƐĞƌǀĞĂƐĂŐƵŝĚĞĨŽƌƚŚĞĐŽŶƚƌĂĐƚŽƌƚŽĞŶƐƵƌĞ ĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞĐŽŶƚƌĂĐƚĚŽĐƵŵĞŶƚƐĂŶĚĂĐŚŝĞǀĞƐƵĐĐĞƐƐĨƵůƉƌŽũĞĐƚĐŽŵƉůĞƚŝŽŶ͘ ,s͗
ϭ͘ WƌŽǀŝĚĞĞƋƵŝƉŵĞŶƚůĂďĞůƐƉĞƌ^ƉĞĐŝĨŝĐĂƚŝŽŶ^ĞĐƚŝŽŶϮϯϬϬϱϬʹϮ͘ϭϮ͘ Ϯ͘ dĞŵƉŽƌĂƌLJĐŽŶƐƚƌƵĐƚŝŽŶĨŝůƚĞƌƐŽďƐĞƌǀĞĚŝŶƐŽŵĞŵĞĐŚĂŶŝĐĂůƵŶŝƚƐ͘WƌŽǀŝĚĞŶĞǁĂŝƌĨŝůƚĞƌƐ ;D
ZsƌĂƚŝŶŐƉĞƌƐĐŚĞĚƵůĞƐŽŶĚƌĂǁŝŶŐƐͿ͘
ϯ͘ ĨƚĞƌ,sƐLJƐƚĞŵƐĂƌĞĨƵůůLJŝŶƐƚĂůůĞĚ͕ĐŽŶƚƌĂĐƚŽƌƐŚĂůůƉĞƌĨŽƌŵƐƚĂƌƚͲƵƉ͕ĂŶĚƚĞƐƚĂŶĚďĂůĂŶĐĞ ƉĞƌ^ƉĞĐŝĨŝĐĂƚŝŽŶ^ĞĐƚŝŽŶϮϯϬϱϵϯ͘
ϰ͘ WŝƉŝŶŐƐŚĂůůďĞůĂďĞůĞĚƉĞƌ^ƉĞĐŝĨŝĐĂƚŝŽŶ^ĞĐƚŝŽŶϮϯϬϬϱϬʹϮ͘ϭϯ͘ ϱ͘ ĨĞǁŐƌŝůůĞƐĂŶĚĂŝƌĚŝƐƚƌŝďƵƚŝŽŶŝƚĞŵƐǁĞƌĞŽďƐĞƌǀĞĚĂƐŽƉĞŶ͘dŚĞƐĞƐŚĂůůďĞĐůŽƐĞĚŽĨĨĚƵƌŝŶŐ ĐŽŶƐƚƌƵĐƚŝŽŶƚŽƉƌŽƚĞĐƚĂŐĂŝŶƐƚĚƵƐƚŝŶƚƌƵƐŝŽŶ͘
ϲ͘ ƚƚĂĐŚ
&ͲϯƚŽĐƵƌď͘hŶŝƚĂƉƉĞĂƌƐƚŽŶŽƚďĞƐĐƌĞǁĞĚĚŽǁŶ͘
EXHIBIT 1
624
3DJHRI
ϳ͘ ĨĞǁŝŶƐƚĂŶĐĞƐŽĨĨůĞdžŝďůĞĚƵĐƚĂƌĞ͞ƉŝŶĐŚĞĚ͟ǁŚĞƌĞƚŚĞLJĂƚƚĂĐŚƚŽĐĞŝůŝŶŐŐƌŝůůĞƐͬĚŝĨĨƵƐĞƌƐ͘ &ůĞdžŝďůĞĚƵĐƚǁŽƌŬƐŚĂůůďĞŝŶƐƚĂůůĞĚƚŽŵŝŶŝŵŝnjĞƐŚĂƌƉƌĂĚŝƵƐƚƵƌŶƐĂŶĚŽĨĨƐĞƚƐƉĞƌ^ƉĞĐŝĨŝĐĂƚŝŽŶ ^ĞĐƚŝŽŶϮϯϴϬϬϬʹϯ͘ϭϬ/͘
ϴ͘ ŽŶƚƌŽůƐLJƐƚĞŵ͗ůĞƌƚŽŶĂŶĚ>'ĐŽŶƚƌŽůƉĂŶĞůƐŝŶƐƚĂůůĞĚďƵƚƵŶĂďůĞƚŽĐŽŶĨŝƌŵůĞǀĞůŽĨƉƌŽŐƌĞƐƐ͘ ƐƐƵŵĞĚƐƵďƐƚĂŶƚŝĂůƐƚĂƌƚͲƵƉĂŶĚĐŽŶƚƌŽůƐĞƋƵĞŶĐŝŶŐǁŽƌŬƐƚŝůůƚŽďĞĐŽŵƉůĞƚĞĚ͘ ϵ͘ ^ͲϭŝŶƐƚĂůůĂƚŝŽŶŝŶĐŽŵƉůĞƚĞ͖ŵŝƐƐŝŶŐƚŚĞƌŵŽƐƚĂƚĂŶĚĐŽŶĚĞŶƐĂƚĞ͘ ϭϬ͘ ^ͲϭŝŶƐƚĂůůĂƚŝŽŶŝŶĐŽŵƉůĞƚĞ͖ŵŝƐƐŝŶŐƚŚĞƌŵŽƐƚĂƚ͘ ϭϭ͘ ͲϭĂŶĚͲϮŝŶƐƚĂůůĂƚŝŽŶŝŶĐŽŵƉůĞƚĞ͖ŵŝƐƐŝŶŐƚŚĞƌŵŽƐƚĂƚƐ͘ͲϭĐŽǀĞƌĞĚǁŝƚŚƚĂƌƉ͖ƵŶĂďůĞƚŽ ŽďƐĞƌǀĞƉƌŽŐƌĞƐƐŽĨǁŽƌŬ͘
WůƵŵďŝŶŐ͗
ϭ͘ ^ĞĐƵƌĞĐŽŶĚĞŶƐĂƚĞƉŝƉŝŶŐĂƚĚŝƐĐŚĂƌŐĞƚŽƌŽŽĨĚƌĂŝŶ;ƉŝƉŝŶŐŝƐĚĞƚĂĐŚĞĚĨƌŽŵ͚ƵƌĂͲůŽŬ͛Ϳ͘ Ϯ͘ ŝƐĐŚĂƌŐĞĐŽŶĚĞŶƐĂƚĞĂƚƉƌŝŵĂƌLJƌŽŽĨĚƌĂŝŶ;ĐƵƌƌĞŶƚůLJƌŽƵƚĞĚƚŽŽǀĞƌĨůŽǁĚƌĂŝŶͿ͘ ϯ͘ WƌŽǀŝĚĞĞƋƵŝƉŵĞŶƚŝĚĞŶƚŝĨŝĐĂƚŝŽŶůĂďĞůƐƉĞƌ^ƉĞĐŝĨŝĐĂƚŝŽŶ^ĞĐƚŝŽŶϮϮϬϬϱϬʹϮ͘ϭϲ͘ ϰ͘ WƌŽǀŝĚĞƉŝƉĞŝĚĞŶƚŝĨŝĐĂƚŝŽŶůĂďĞůƐƉĞƌ^ƉĞĐŝĨŝĐĂƚŝŽŶ^ĞĐƚŝŽŶϮϮϬϬϱϬʹϮ͘ϭϳ͘ ϱ͘ 'ĂƐƐŚƵƚͲŽĨĨǀĂůǀĞĂƚďƵŝůĚŝŶŐƐĞƌǀŝĐĞƌŝƐĞƌƐŚĂůůďĞƉƌŽǀŝĚĞĚǁŝƚŚƐŝŐŶĂŐĞŽŶǁĂůůƉĞƌϲͬWϱϬϬ͘ ϲ͘ sĂƌŝŽƵƐƉůƵŵďŝŶŐƉŝƉĞƐŽďƐĞƌǀĞĚƚŽďĞŽƉĞŶ͖ĐŽŶƚƌĂĐƚŽƌƐŚĂůůĐůŽƐĞĞŶĚƐŽĨŽƉĞŶƉŝƉĞƐĚƵƌŝŶŐ ĐŽŶƐƚƌƵĐƚŝŽŶ͘
ϳ͘ ^ĞŐŵĞŶƚŽĨŚŽƌŝnjŽŶƚĂůƌĂŝŶǁĂƚĞƌƉŝƉŝŶŐĂƉƉĞĂƌƐƚŽŚĂǀĞƉĂƌƚŝĂůůLJĚĂŵĂŐĞĚŝŶƐƵůĂƚŝŽŶ͕ĂŶĚŶĞĞĚƐ ƚŽďĞƌĞƉĂŝƌĞĚ͘
ϴ͘ WƌŽǀŝĚĞĐŽƵŶƚĞƌĨůĂƐŚŝŶŐĂŶĚǀĂŶĚĂůͲƉƌŽŽĨĐĂƉĂƚǀĞŶƚƐƚŚƌƵƌŽŽĨƉĞƌ^ƉĞĐŝĨŝĐĂƚŝŽŶ^ĞĐƚŝŽŶϮϮϬϬ ϱϬʹϯ͘ϭϬ'͘
ϵ͘ WƌŽǀŝĚĞĐůŽƐĞĚͲĐĞůůǀŝŶLJůĐŽǀĞƌƐĂƚĂĐĐĞƐƐŝďůĞĨŝdžƚƵƌĞƐĨŽƌĞdžƉŽƐĞĚǁĂƐƚĞƉŝƉŝŶŐƉĞƌ^ƉĞĐŝĨŝĐĂƚŝŽŶ ^ĞĐƚŝŽŶϮϮϰϬϬϬʹϮ͘ϵ͘
ϭϬ͘ ůĞĂŶĚĞďƌŝƐŽŶƌŽŽĨ͕ĞƐƉĞĐŝĂůůLJĂƚƌŽŽĨĚƌĂŝŶƐ͘
ϭϭ͘ ŽŵƉůĞƚĞƉůƵŵďŝŶŐĨŝdžƚƵƌĞŝŶƐƚĂůůĂƚŝŽŶĂƚ>ŽĐŬĞƌĂŶĚZĞƐƚƌŽŽŵĐŽƌĞ;ƌŽŽŵƐϭϮϳ͕ϭϮϴ͕ĂŶĚϭϮϵͿ ϭϮ͘ /ŶƐƚĂŶƚĂŶĞŽƵƐǁĂƚĞƌŚĞĂƚĞƌƐĂƚƌŽŽŵƐϭϮϬĂŶĚϭϮϭŵŝƐƐŝŶŐ͖ĐŽŵƉůĞƚĞŝŶƐƚĂůůĂƚŝŽŶ͘ ϭϯ͘ ŽŵĞƐƚŝĐǁĂƚĞƌƉŝƉŝŶŐŝŶŵĞĐŚĂŶŝĐĂůƌŽŽŵƐŚĂůůďĞŝŶƐƵůĂƚĞĚ͘ ϭϰ͘
t,ͲϭŵŝƐƐŝŶŐĞdžƉĂŶƐŝŽŶƚĂŶŬƐƚƌĂƉ͕ƚŚĞƌŵŽŵĞƚĞƌ͕ĂŶĚŐĂƚĞǀĂůǀĞƉĞƌϯͬWϱϬϬ͘ ϭϱ͘ ^ĂŶŝƚĂƌLJ^ŝŶŬŝŶƐƚĂůůĂƚŝŽŶŝŶĐŽŵƉůĞƚĞŝŶƵƐƚŽĚŝĂŶϭϬϯ͘ EXHIBIT 1
625
3DJHRI
EXHIBIT 1
626
,^
ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘ΎϰϱϭϮ&ĞĂƚŚĞƌZŝǀĞƌƌŝǀĞη&Ύ^ƚŽĐŬƚŽŶ ϵϱϮϭϵΎϮϬϵͲϰϳϴͲϴϮϳϬΎǁǁǁ͘ŚĐƐͲĞŶŐ͘ĐŽŵ
,^

ŶŐŝŶĞĞƌŝŶŐ 
-XQH
3DWW\.DUDSLQDU
$UFK1H[XV
 5H
 6WRFNWRQ1(/LEUDU\
  3URMHFW,QVSHFWLRQ
  (OHFWULFDO(QJLQHHULQJ6HUYLFHV
  
'HDU3DWW\
3HU\RXUUHTXHVWZHYLVLWHGWKHVLWHRQDW
DPWRUHYLHZWKHFXUUHQWVWDWXVRI
WKHSURMHFWDQGWRUHYLHZZRUNPDQVKLS7KHSURMHFWLVDERXWFRPSOHWH 
 ([WHULRU
D
 6RPH:DOOPRXQWOLQHDUVDUHLQVWDOOHGEXWQRWDOO
E
 ([WHULRUEROODUGVLQWKHIURQWRIWKHEXLOGLQJKDYHQRWEHHQLQVWDOOHGDQGWKH FRQGXLWWRWKHPDSSHDUVLQFRPSOHWH
F
 (YFKDUJHUVKDYHQRWEHHQLQVWDOOHG
G
 7KHJDWHDQGORFNLQJV\VWHPKDVQRWEHHQLQVWDOOHG
H
 7KH)IL[WXUHDQGFDQOLJKWVDWWKHHQWU\FDQRS\KDVQRWEHHQLQVWDOOHG I
 7KHH[WHULRUH[LWVLJQVKDYHQRWEHHQLQVWDOOHG
J
 7KHEDVNHWEDOOFRXUWOLJKWVKDYHQRWEHHQDLPHG
K
 7KHVLJQRQWKHIURQWRIWKHEXLOGLQJKDVQRWEHHQLQVWDOOHG L
 7KHVKDGHVWUXFWXUHDQGOLJKWVKDYHQRWEHHQLQVWDOOHG M
 7KHIDUPHU¶VPDUNHWSHGHVWDOKDVQRWEHHQLQVWDOOHG N
 ,UULJDWLRQV\VWHPFRQWUROOHUZDVLQVWDOOHGWKHUHLVDFRQGXLWIRULWEXWQRZLUHV KDYHEHHQFRQQHFWHG
O
 ,GLGQ¶WILQGFRQGXLWVIRUWKHPRQXPHQWVLJQ

 5RRI
D
 7KHIOH[FRQGXLWVEHWZHHQWKHGLVFRQQHFWVDQGWKH$&XQLWVDUHQRWVXSSRUWHG E
 7KHGLVFRQQHFWVRQWKHURRIGRQRWKDYHSURSHUODEHOVZLWKWKHQDPHRIWKHXQLW DQGWKHVRXUFHSDQHOWKHIHHGVWKHP

 (OHFWULFDOURRP
D
 7KHHOHFWULFDOVHUYLFHDQG3* (PHWHUKDVEHHQLQVWDOOHG$OORIWKHEUHDNHUV KDG&ROOLQV(OHFWULFORFNRII¶VLQVWDOOHG
E
 7KHVRODULQYHUWHUVZHUHWREHLQVWDOOHGRQWKHURRI%HFDXVHWKH\ZHUHQRW LQVWDOOHGRQWKHURRIPRUHHTXLSPHQWKDVEHHQDGGHGWRWKHHOHFWULFDOURRPDQG LQWHUIHUHVZLWKWKH3* (UHTXLUHGFOHDUDQFH7KHLQYHUWHUVDUHWREHPRYHGWR WKHURRIDQGUHZLUHG
F
 7KHFLUFXLWEUHDNHUSDQHOIRUWKHVRODUV\VWHPZDVQRWVXEPLWWHG,W¶VDORDG FHQWHUDQGGRHVQRWPDWFKWKHFRQVWUXFWLRQRUVSHFLILFDWLRQVIRUWKHSURMHFW $OVRWKHFRYHUZDVUHPRYHGDQGVLWWLQJRQWKHIORRU,W¶VXQFOHDULIWKHVRODU HOHFWULFV\VWHPZDVJHQHUDWLQJSRZHUDQGWKHV\VWHPOHIWLQDQXQVDIHFRQGLWLRQ EXHIBIT 1
627
,^
ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘ΎϰϱϭϮ&ĞĂƚŚĞƌZŝǀĞƌƌŝǀĞη&Ύ^ƚŽĐŬƚŽŶ ϵϱϮϭϵΎϮϬϵͲϰϳϴͲϴϮϳϬΎǁǁǁ͘ŚĐƐͲĞŶŐ͘ĐŽŵ
,^

ŶŐŝŶĞĞƌŝŶŐ
G
 7KHUHLVDQHPSW\ORRVHFRQGXLWKDQJLQJIURPWKHZDOODERYHWKHGRRU7KH FRQGXLWZRUNZLWKLQWKHURRPLVLQFRPSOHWH
H
 7KHILUHDODUPV\VWHPZDVFORVHGEXWLW¶VXQFOHDUDVWRWKHFRPSOHWHQHVVRIWKH V\VWHP
I
 7KHHOHFWULFDOSDQHOVZHUHLQLWLDOO\ORFNHG$QHOHFWULFLDQFDPHDQGRSHQHWKH SDQHOV'LUHFWRULHVKDYHQRWEHHQILOOHGRXWLQWHUFRQQHFWLRQVRIWKHSDQHOVWR WKH%06V\VWHPKDVQRWEHHQLQVWDOOHG
J
 6KHHWURFNDURXQGWKHSDQHOVZDVLQFRPSOHWH

 0HFKDQLFDO5RRP
D
 /LJKWLQJRXWOHWVDQGFRQQHFWLRQIRUWKHZDWHUPHWHULQWRWKH%06V\VWHPKDYH QRWEHHQFRPSOHWHG

 *\P
D
 7KHEDFNVWRSPRWRUVKDYHQREHHQFRQQHFWHG/RRVHFDEOHZDVKDQJLQJIURP WKHPWRRUV,GLGQ¶WQRWLFHWKHFRQGXLWWRFRQQHFWWKHP E
 7KHRSHUDEOHZLQGRZV\VWHPKDVORRVHDQGXQFRQQHFWHGZLUHKDQJLQJIURPWKH ZLQGRZV7KHFRQWUROV\VWHPKDVQRWEHHQLQVWDOOHG
F
 7KHSRUWHUFRQWUROV\VWHPKDVQRWEHHQLQVWDOOHG
G
 1RVFRUHERDUGV
H
 )ORRURXWHOWVIRUWKHVFRUHNHHSHUKDYHQRWEHHQLQVWDOOHG 
 6WRUDJH5RRP
D
 7KH%06FRQWUROV\VWHPZDVLQVWDOOHGVXUIDFHPRXQWHGRQWKHZDOOVZLWK XQLVWUXFWJXWWHUVDQGH[SRVHGFRQGXLW7KHVXEPLWWDOVIRUWKH%06ZHUHQHYHU DSSURYHGDVZHKDGDVNHGWKHPWRORFDWHWKHLUFRQWUROPRGXOHVRQSODQVWRDYRLG WKLVVLWXDWLRQ

 'DWD7KURXJKRXW
D
 7KH,')UDFNLQJKDVQRWEHHQLQVWDOOHG&DEOHVDUHSXOOHGDQGKDQJLQJIURPMDFN DQGFRQGXLWVWXEVDQGFRLOHGZKHUHUDFNVZHUHWREHLQVWDOOHG E
 1RQHRIWKHFRQWUROV\VWHPWKDWDUHWREHLQVWDOOHGLQWKHUDFNVZHUHLQVWDOOHG EHFDXVHWKHUDFNVZHUHQ¶W

 %DWKURRPV
D
 8QUDYHOOLQJ)OH[FRQGXLWLVVWLFNLQJRXWRIWKHZDOO2XWOHWVDQGOLJKWVDUHQRW LQVWDOOHGEXWILUHDODUPZDV
E
 +DQGGU\HUVRXWOHWVZDWHUKHDWHUVHWFDUHLQFRPSOHWHRUPLVVLQJ

 +DOO
D
 7KHSHQGDQWIL[WXUHVDUHWRRWLJKWWRWKHGXFWZRUNDQGVRPHIL[WXUHVDSSHDUWR EHVXSSRUWLQJWKHGXFWZRUNDQGDUHQRORQJHUOHYHO

&LUFXODWLRQ
D
 7KHUHZDVVWLOORXWVWDQGLQJLVVVXHVDVWRWKHQXPEHURIFLUFXLWDQGGDWDGURSV 1RZRUNKDVEHHQGRQHKHUH
EXHIBIT 1
628
,^
ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘ΎϰϱϭϮ&ĞĂƚŚĞƌZŝǀĞƌƌŝǀĞη&Ύ^ƚŽĐŬƚŽŶ ϵϱϮϭϵΎϮϬϵͲϰϳϴͲϴϮϳϬΎǁǁǁ͘ŚĐƐͲĞŶŐ͘ĐŽŵ
,^

ŶŐŝŶĞĞƌŝŶŐ
E
 7KH))L[WXUHLQWKHFORXGHOHPHQWKDVWRRPDQ\MRLQWVLQWKHOHQVLQJ$WWKH7 LQWHUFRQQHFWLRQVWKHUHLVDPLWHUHGGHJUHHMRLQWDQGWKHQ ´DZD\LQERWK
GLUHFWLRQVLVDVWUDLJKWMRLQW7KHVHMRLQWVDUHYLVLEOHZLWKWKHOLJKWVRIIDQGZRXOG EHPRUHYLVLEOHZLWKWKHOLJKWRQ
F
 7KH%06GLVSOD\VKDYHQRWEHHQLQVWDOOHGDQGLW¶VXQFOHDUKRZPXFKRIWKH V\VWHPKDVEHHQLQVWDOOHG7KHUHZDVQRLQWHUIDFLQJRIWKHHOHFWULFDOSDQHOVQRU WKHZDWHUPHWHU

6WDFNV
D
 7KHOLQHDUOLJKWIL[WXUHVKDYHQRWEHHQWLJKWHQHGWREHLQDVWUDLJKWUXQDQG H[FHVVVXVSHQVLRQZLUHIRUWKHIL[WXUHVDUHKDQJLQJRIIWKHIL[WXUHV E
 )ORRURXWOHWVDUHQRWFRPSOHWH

2WKHU$UHDV
D
 2QO\VHOHFWHGOLJKWVKDYHEHHQLQVWDOOHG
E
 :DOO2XWOHWER[HVKDYHEHHQLQVWDOOHGEXWQRRXWOHWV F
 ,WZDVQRWHGWKDWDVLQSUHYLRXVLQVSHFWLRQVHOHFWULFDORXWOHWER[HVDUHWRRGHHS LQWKHZDOO7KH&RGHDOORZV´JDSEHWZHHQWKHIDFHRIZDOODQGWKHHGJHRI WKHRXWOHWER[EXWWKHUHDUHVRPHLQWKHPXOWLSXUSRVHò´GHHS G
 )ORRURXWOHVKDYHQRWEHHQLQVWDOOHG
3OHDVHGRQ¶WKHVLWDWHWRFDOOLI\RXKDYHDQ\TXHVWLRQV 6LQFHUHO\
+&6(QJLQHHULQJ,QF
5LFKDUG&6PLWK3(
(OHFWULFDO(QJLQHHU
EXHIBIT 1
629
:ƵŶĞϱ͕ϮϬϮϯ
WĂƚƚLJ<ĂƌĂƉŝŶĂƌ
Z,E
yh^
ϵϯϬZ^ƚƌĞĞƚ
^ĂĐƌĂŵĞŶƚŽ͕ϵϱϴϭϭ
WƌŽũĞĐƚ͗ ^ƚŽĐŬƚŽŶ>ŝďƌĂƌLJΘŽŵŵƵŶŝƚLJĞŶƚĞƌ

KD:ŽďηEϮϬϰ͘ϬϬ
^ƵďũĞĐƚ͗ &ŝŶĂůWƵŶĐŚ>ŝƐƚ
ĞĂƌWĂƚƚLJ͕
ƐŝƚĞǀŝƐŝƚǁĂƐŵĂĚĞŽŶϱͬϭϬͬϮϬϮϯĂŶĚƚŚĞĨŽůůŽǁŝŶŐŝƚĞŵƐƌĞƋƵŝƌĞĐŽƌƌĞĐƚŝŽŶ͕ĐŽŵƉůĞƚŝŽŶŽƌ ĂƌĞŶŽƚŝŶĐŽŶĨŽƌŵĂŶĐĞǁŝƚŚƚŚĞĐŽŶƚƌĂĐƚĚƌĂǁŝŶŐƐŽƌƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͗ ϭ͘ WƌŽǀŝĚĞŶĂŵĞƉůĂƚĞƐŽŶĂůůWsĞůĞĐƚƌŝĐĂůĞƋƵŝƉŵĞŶƚ͘ Ϯ͘ ŽǀĞƌƉůĂƚĞĂŶĚĚŽŽƌĨŽƌ>ŽĂĚĞŶƚĞƌ͚WsͲϭ͛ǁĂƐŶŽƚŝŶƐƚĂůůĞĚ͘WĂŶĞůŵŽƵŶƚŝŶŐ͕ĐŝƌĐƵŝƚ ďƌĞĂŬĞƌƐĂŶĚǁŝƌĞŝŶƐƚĂůůǁĞƌĞĐŽŵƉůĞƚĞ͘
ϯ͘ /ŶǀĞƌƚĞƌƐ/EsͲϭΘ/EsͲϮůŽĐĂƚĞĚǁŝƚŚŝŶ
ůĞĐƚƌŝĐĂůƌŽŽŵŶŽƚ͞>ŽǁZŽŽĨ͘͟EŽŝƐƐƵĞ͘
^ŚŽƵůĚLJŽƵŚĂǀĞĂŶLJƋƵĞƐƚŝŽŶƐ͕ƉůĞĂƐĞĚŽŶŽƚŚĞƐŝƚĂƚĞƚŽĐĂůů͘ ^ŝŶĐĞƌĞůLJ͕
ƵƌƚŝƐŽƐƚĞůůĂ͕W͘
͘
^ƌ͘WƌŽũĞĐƚDĂŶĂŐĞƌ

KD
ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘
EXHIBIT 1
630
E
^dK<dKE>/ZZzZ
W/ZdZ</E'>/^dϬϯͬϬϭͬϮϬϮϯZ
s/^
͗ϬϳͬϮϳͬϮϬϮϯ
/d
D >Kd/KE^ EKd
^ 
^/'EEKd
^
ZĞƉĂŝƌŵĂŝŶĞŶƚƌLJĚŽŽƌƚŚƌĞƐŚŽůĚΖƐĐŽŶĐƌĞƚĞŐĂƉ DĂŝŶĞŶƚƌLJĚŽŽƌ͕ƐŽƵƚŚĐŽƌŶĞƌ /ĨŐĂƉŝƐŶŽƚƌĞƉĂŝƌĞĚ͕ŝƚĐŽƵůĚĐƌĞĂƚĞĂǁĞĂŬƉŽŝŶƚĂŶĚůĞĂĚƚŽĨƵƌƚŚĞƌĐŽŶĐƌĞƚĞĚĂŵĂŐĞŽƌďƌĞĂŬĂŐĞ͘/ĨƚŚƌĞƐŚŽůĚƐĂŶĚĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐĂƌĞƉůĂĐĞĚ͕ŝƚŵĂLJďĞĚŝĨĨŝĐƵůƚƚŽƌĞƉĂŝƌǁŝƚŚŽƵƚƌĞŵŽǀĂůŽĨĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐ ZĞƉĂŝƌƵŶĂƉƉƌŽǀĞĚĐŽŶĐƌĞƚĞƐůĂďĞĚŐĞĐŚŝƉƉĞĚ;ƵƉƚŽĂŶϭΗͿĨŽƌŵŝƐĂůŝŐŶĞĚďĂƐĞƉůĂƚĞŝŶƐƚĂůů ĂƚWĞƌĨŽƌĂƚĞĚWĂŶĞůƌƚWŝĞĐĞƐƚƌƵĐƚƵƌĞĨŽƵŶĚĂƚŝŽŶ͕ϱůŽĐĂƚŝŽŶƐ;ǀŝĨͿ hŶĂƉƉƌŽǀĞĚĐŽŶĐƌĞƚĞƐůĂďĞĚŐĞĐŚŝƉƉĞĚƵƉƚŽϭΗ͕ǀĂƉŽƌďĂƌƌŝĞƌƌĞŵŽǀĞĚ͘ŽŶƚƌĂĐƚŽƌŶŽƚĂĚĚƌĞƐƐĞĚƉĞƌKZΖƐŝƐƐƵĞĚ&ŝĞůĚZĞƉŽƌƚƐ /ĨƌĞďĂƌĐŽǀĞƌŝƐŶŽƚŵĂŝŶƚĂŝŶĞĚ͕ƚŚŝƐĐŽŶĚŝƚŝŽŶĐŽƵůĚůĞĂĚƚŽĂ ǁĞĂŬĞŶĞĚůŽĐĂƚŝŽŶƚŚĂƚĐŽƵůĚůĞĂĚƚŽĨƵƌƚŚĞƌĐŽŶĐƌĞƚĞĚĂŵĂŐĞƚŚĂƚĞdžƉŽƐĞƐƌĞďĂƌƚŽĞůĞŵĞŶƚƐĂŶĚĐŽƵůĚĐĂƵƐĞƌƵƐƚŽĨƚŚĞŵĂƚĞƌŝĂů͘/ĨŵĂƚĞƌŝĂůƐǁĞƌĞďƵŝůƚĂƌŽƵŶĚƚŚĞĐŚŝƉƉĞĚĐŽŶĐƌĞƚĞ ůŽĐĂƚŝŽŶƐ͕ŝƚĐŽƵůĚďĞĚŝĨĨŝĐƵůƚƚŽƌĞƉĂŝƌǁŝƚŚŽƵƚƌĞŵŽǀĂůŽĨĂĚũĂĐĞŶƚŝƚĞŵƐ͘/ŶĂĚĚŝƚŝŽŶ͕ůŝŵŝƚĞĚĐŽŶĐƌĞƚĞĐŽǀĞƌĐĂŶůĞĂĚƚŽĂǁĞĂŬĞŶĚŵĂƚĞƌŝĂůĂŶĚůĞĂĚƚŽĨƵƌƚŚĞƌŵĂƚĞƌŝĂůďƌĞĂŬĚŽǁŶ ZĞƉĂŝƌĐŽŶĐƌĞƚĞĨůŽŽƌĐƵƌůŝŶŐĚŽǁŶƚŽƉůĂŶƐĨůŽŽƌĞůĞǀĂƚŝŽŶ ŽŵŵƵŶŝƚLJĞŶƚĞƌ͕'LJŵ WĞƌŽŶƐƵůƚĂŶƚƐƌĞƉŽƌƚΘǁĂƚĞƌƐƵƌǀĞLJ ĞƉĞŶĚŝŶŐŽŶŽǁŶĞƌĚŝƌĞĐƚŝŽŶ͕ĂƌĞĂŽĨƌĞƉĂŝƌĐŽƵůĚůĞĂĚƚŽĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐďĞŝŶŐƌĞŵŽǀĞĚƚŽĂůůŽǁĨŽƌƌĞƉĂŝƌĚĞƚĞƌŵŝŶĞĚ͘&ŽƌĞdžĂŵƉůĞƐ͕ǁĂůůƐ͕ĨůŽŽƌŝŶŐĨŝŶŝƐŚĞƐ͕ƚŚƌĞƐŚŽůĚƐĂŶĚƐƚŽƌĞĨƌŽŶƚĐŽƵůĚďĞŝŵƉĂĐƚĞĚ͘ ZĞƉĂŝƌƵŶůĞǀĞůĞĚĨůŽŽƌƐůĂď dŚƌŽƵŐŚŽƵƚŝŶƚĞƌŝŽƌƐůĂď
ŽŶƐƵůƚĂŶƚƐǁĂƚĞƌůĞǀĞůƐƵƌǀĞLJƐŚŽǁƐĨůŽŽƌƵŶĞǀĞŶƐůĂďĞdžĐĞĞĚƐϭͬϴΗĂƚĞǀĞƌLJϭϬĨƚǁŝƚŚŶƵŵĞƌŽƵƐĚŝƉƐĂŶĚǀĂůůĞLJƐ ĞƉĞŶĚŝŶŐŽŶŽǁŶĞƌĚŝƌĞĐƚŝŽŶ͕ĂƌĞĂŽĨƌĞƉĂŝƌĐŽƵůĚůĞĂĚƚŽĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐďĞŝŶŐƌĞŵŽǀĞĚƚŽĂůůŽǁĨŽƌƌĞƉĂŝƌĚĞƚĞƌŵŝŶĞĚ͘&ŽƌĞdžĂŵƉůĞƐ͕ǁĂůůƐ͕ĨůŽŽƌŝŶŐĨŝŶŝƐŚĞƐ͕ƚŚƌĞƐŚŽůĚƐĂŶĚƐƚŽƌĞĨƌŽŶƚĐŽƵůĚďĞŝŵƉĂĐƚĞĚ͘ ZĞƉĂŝƌŝŶƚĞƌŝŽƌƐůĂďĐŽŶĐƌĞƚĞƐƉĂůůŝŶŐ ƚŚƌŽƵŐŚŽƵƚŝŶƚĞƌŝŽƌƐůĂď ^ƉĂůůŝŶŐŶŽƚŝĐĞĚĂƚůŽďďLJĂƌĞĂ͕ŽǀĞƌĨůŽŽƌďŽdžĞƐ͕Ăƚ ŐƌĂƚĞ͕ŽƚŚĞƌƐ tŝƚŚŽƵƚďĞŝŶŐĂĚĚƌĞƐƐĞĚ͕ƐƉĂůůŝŶŐĂŶĚĐƌĂĐŬŝŶŐĐŽƵůĚĐŽŶƚŝŶƵĞ ZĞƉĂŝƌĐŽŶĐƌĞƚĞƐƉĂůůŝŶŐΘĐŚŝƉƉŝŶŐĂůŽŶŐŐƌĂƚĞƐĞĚŐĞƐΘĐŽƌŶĞƌƐ

ŶƚƌLJĚŽŽƌΖƐĨůŽŽƌŐƌĂƚĞ tŝƚŚŽƵƚďĞŝŶŐĂĚĚƌĞƐƐĞĚ͕ƐƉĂůůŝŶŐĂŶĚĐƌĂĐŬŝŶŐĐŽƵůĚĐŽŶƚŝŶƵĞĂŶĚ ĐŽƵůĚůĞĂĚƚŽĨƵƌƚŚĞƌĚĂŵĂŐĞƚŽƚŚĞƐůĂďĂŶĚĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐ ZĞƉĂŝƌƉĂƌŬŝŶŐůŽƚΖƐĐŚŝƉƉĞĚ͕ĐƌĂĐŬĞĚΘďƌŽŬĞŶĐƵƌďƐ ǀĂƌŝŽƵƐůŽĐĂƚŝŽŶƐ͕ǀŝĨ /ĨůĂŶĚƐĐĂƉŝŶŐŝƐŝŶƐƚĂůůĞĚŶĞdžƚƚŽƚŚĞƐĞĐƵƌďƐ͕ƚŚĞƌĞƉĂŝƌĐŽƵůĚƌĞƋƵŝƌĞŶĞǁůĂŶĚƐĐĂƉŝŶŐƚŽďĞƌĞŵŽǀĞĚĂŶĚƌĞƉůĂĐĞĚƚŽĐŽƌƌĞĐƚƚŚĞǁŽƌŬ͘ ZĞƉĂŝƌΘĨŝůůƌĞŵŽǀĞĚĨůŽŽƌƐůĞĞƉĞƌƐĂŶĐŚŽƌŚŽůĞƐŝŶĐůƵĚŝŶŐƐůĂďĐƌĂĐŬŝŶŐ >ŝďƌĂƌLJƐůĂďĐŚŝůĚƌĞŶƐĂƌĞĂ tŝƚŚŽƵƚƌĞƉĂŝƌ͕ĨƵƌƚŚĞƌǁĞĂƌŽŶƚŚĞƐĞǁĞĂŬĞŶĚĂƌĞĂƐŽĨĐŽŶĐƌĞƚĞ ĐŽƵůĚĐŽŶƚŝŶƵĞƚŽƐĞĞĨƵƌƚŚĞƌĚĂŵĂŐĞĂŶĚĐƌĂĐŬŝŶŐ͘ KEZ
d

/Ed
Z/KZ
EKd
^>ŝƐƚŝƐŶŽŶĞdžŚĂƵƐƚŝǀĞĂŶĚŽƚŚĞƌŝƚĞŵƐŵĂLJďĞĂĚĚĞĚĚƵĞƚŽŽŶŐŽŝŶŐĐŽŶƐƚƌƵĐƚŝŽŶŽŶƚƌĂĐƚŽƌƌĞƐƉŽŶƐŝďůĞƚŽǀĞƌŝĨLJŝŶĨŝĞůĚƐŝŵŝůĂƌŝƐƐƵĞƐĂƚŽƚŚĞƌůŽĐĂƚŝŽŶƐ Table 1
EXHIBIT 1
631
DŽůĚƌĞŵĞĚŝĂƚŝŽŶĂƚŝŶƚĞƌŝŽƌǁĂůůƐ ϳĂƌĞĂƐŝĚĞŶƚŝĨŝĞĚ ,ĂnjŵĂƚŽŶƐƵůƚĂŶƚΖƐZĞƉŽƌƚ/ƐƐƵĞĚ WŽƚĞŶƚŝĂůŝŵƉĂĐƚƚŽĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐƐƵĐŚĂƐƌĞŵŽǀĂůŽĨƐŝůůĨůĂƐŚŝŶŐ͕ǁĂůůĂƐƐĞŵďůLJ͕ŝŶƐƵůĂƚŝŽŶĂŶĚŐLJƉďŽĂƌĚ͘/ĨŵĂƚĞƌŝĂůƐƐƵĐŚĂƐĐĂƐĞǁŽƌŬǁĞƌĞĂůƐŽŝŶƐƚĂůůĞĚ͕ƚŚŝƐĐŽƵůĚŵĂŬĞŝƚĚŝĨŝĐƵůƚƚŽĂƉƉƌŽƉƌŝĂƚĞůLJƌĞƉĂŝƌĂůůŶĞĐĞƐƐĂƌLJŝƚĞŵƐ ZĞƉůĂĐĞǁĂƚĞƌǁĂůůĚƌLJǁĂůůĚĂŵĂŐĞƐƚƵĚLJƌŽŽŵ ƐƚƵĚLJƌŽŽŵǁĂůů ,ĂnjŵĂƚŽŶƐƵůƚĂŶƚΖƐZĞƉŽƌƚ/ƐƐƵĞĚZĞƉůĂĐĞǁĂƚĞƌǁĂůůĚƌLJǁĂůůĚĂŵĂŐĞĂĚŵŝŶŽĨĨŝĐĞƐ ĚŵŝŶǁŝŶĚŽǁƐ ,ĂnjŵĂƚŽŶƐƵůƚĂŶƚΖƐZĞƉŽƌƚ/ƐƐƵĞĚZĞƉĂŝƌĚƌLJǁĂůůǁŝŶĚŽǁƐŝůůƐ ĚŵŝŶǁŝŶĚŽǁƐWĂƚĐŚŝŶŐĐŽŶĚƵŝƚǁĂůůƉĞŶĞƚƌĂƚŝŽŶƐ ŽŵŵƵŶŝƚLJZŵƐƵƉƉĞƌŶŽƌƚŚ ǁĂůů ZĞĨĞƌƚŽKZΖƐĨŝĞůĚƌĞƉŽƌƚĨŝdžĚƌLJǁĂůůĨŝŶŝƐŚĂƌŽƵŶĚĚŽŽƌĐĂƐŝŶŐƐ ǀĂƌŝŽƵƐŝŶƚĞƌŝŽƌĚŽŽƌĐĂƐŝŶŐZƵƐƚŝŶƐŝĚĞĞůĞĐƚƌŝĐĂůĨůŽŽƌďŽdžĞƐ ůŽďďLJ͕ůŝďƌĂƌLJĨůŽŽƌƐ tŝƚŚŽƵƚƌĞƉĂŝƌ͕ƚŚŝƐĚĂŵĂŐĞĚŵĂƚĞƌŝĂůĐŽƵůĚĨƵƌƚŚĞƌĚĞŐƌĂĚĞĂŶĚŝƚƐŝŶƚĞŐƌŝƚLJĐŽƵůĚďĞĐŽŵƉƌŽŵŝƐĞĚ͘ĞƉĞŶĚŝŶŐŽŶĨůŽŽƌŝŶŐĨŝŶŝƐŚŵĂƚĞƌŝĂů͕ƉŽƌƚŝŽŶƐŽĨĨůŽŽƌŝŶŐĐŽƵůĚŶĞĞĚƚŽďĞƌĞŵŽǀĞĚƚŽƌĞƉĂŝƌ ŽƌƌĞĐƚůŝŐŚƚĨŝdžƚƵƌĞƐĐĞŶƚĞƌŝŶŐΘĂůŝŐŶŝŶŐĂƚĚƌƉĐůŐĂƌĞĂƐ ĂƚŐƌŝĚĐůŐĂƌĞĂƐ ZĞĨĞƌƚŽKZΖƐĨŝĞůĚƌĞƉŽƌƚ͕ƉůĂŶƐ WĞƌĐŽŶƚƌĂĐƚŽƌĞŵĂŝůƚŚŝƐŚĂĚďĞĞŶĂĚĚƌĞƐƐĞĚ͕KZǁŝůůǀĞƌŝĨLJŽŶ ŶĞdžƚƐŝƚĞǀŝƐŝƚ ZĞǁŽƌŬƚŽŵĂŬĞKƉĞƌĂďůĞtŝŶĚŽǁƐŽŵƉůŝĂŶƚ ƚĂůůŽƉĞƌĂďůĞǁŝŶĚŽǁƐ ĞƉĞŶĚŝŶŐŽŶƐŽůƵƚŝŽŶ͕ĂĚũĂĐĞŶƚďƵŐƐĐƌĞĞŶƐŽƌŽƚŚĞƌŵĂƚĞƌŝĂůƐ ĐŽƵůĚďĞŝŵƉĂĐƚĞĚďLJƌĞƉĂŝƌ/ŶĐŽŶƐŝƐƚĞŶƚŝŶƐƚĂůůĞĚŚĞŝŐŚƚƐŽĨƐŽůĂƚƵďĞƐƐŬLJůŝŐŚƚƐ KƉĞŶĞŝůŝŶŐƌĞĂƐ ZĞĨĞƌƚŽKZΖƐĨŝĞůĚƌĞƉŽƌƚ ĂŵĂŐĞĐĞŝůŝŶŐŐƌŝĚ ĐŽŵŵƵŶŝƚLJƌŵ͕ĂĚŵŝŶƌŵ͕s/& ZĞĨĞƌƚŽKZΖƐĨŝĞůĚƌĞƉŽƌƚ /ĨŶŽƚƌĞƉĂŝƌĞĚ͕ĚĂŵĂŐĞĚĐĞŝůŝŶŐŐƌŝĚĐŽƵůĚŶŽƚƉƌŽƉĞƌůLJƐƵƉƉŽƌƚĂĐĞŝůŝŶŐƚŝůĞŝĨŝŶƐƚĂůůĞĚĂŶĚĐŽƵůĚĐĂƵƐĞĨƵƚŚĞƌĚĂŵĂŐĞƚŽƚŚĞƐĞŵĂƚĞƌŝĂůƐ ĂŵĂŐĞĚĚŽŽƌĐĂƐŝŶŐĐŽƌŶĞƌ ŐLJŵΖƐĞůĞĐƚƉĂŶĞůƌŽŽŵ
ZĞĨŝŶŝƐŚĞdžƉŽƐĞĚƐƚĞĞůĐŽůƵŵŶƐĂŶĚƐƚƌƵĐƚƵƌĞƉĞƌƉƌĞƉΘƉĂŝŶƚƐƉĞĐŝĨŝĐĂƚŝŽŶƐ >ŽďďLJ͕ĞůĞĐƚƉĂŶĞůƌŽŽŵ͕s/&ŽƚŚĞƌůŽĐĂƚŝŽŶƐ
ƉĂƚĐŚĚƌLJǁĂůů ŐLJŵͬƐƐƚŽƌĂŐĞƌŽŽŵĂĚũĂĐĞŶƚ ůŽĐŬĞƌƌŽŽŵƐ ĚƵĞƚŽĐĞŵĞŶƚďŽĂƌĚĂŶĐŚŽƌŝŶŐ ZĞĨŝŶŝƐŚĞdžƉŽƐĞĚĚƵĐƚŝŶŐ >ŽďƌƌLJĂƌĞĂ /ĨĨůĂŬŝŶŐƉĂŝŶƚŝƐŶŽƚĨŝdžĞĚŝƚĐŽƵůĚƐŽŝůŽƚŚĞƌĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐĂŶĚ ŝŵƉĂĐƚŝŶĚŽŽƌĂŝƌƋƵĂůŝƚLJ ĨŝdžĚƌLJǁĂůůĂƌŽƵŶĚĚŽƵďůĞĚŽŽƌƐ 'LJŵĚŽƵďůĞĚŽŽƌƐZĞǁŽƌŬĨůĂƚǁŽƌŬĂƌĞĂƐŝŶĐůŐƌĂĚĞƐ͕ƉĞƌŝƐƐƵĞĚƐƉĞĐŝĂůŝŶƐƉĞĐƚŝŽŶƐƌĞƉŽƌƚ ĨůĂƚǁŽƌŬĂƌĞĂƐŝŶĐůƵĚŝŶŐƉůĂnjĂƐ͕ĐŽƵƌƚLJĂƌĚ͕ǁĂůŬǁĂLJƐ͕ĞdžƚďĂƐŬĞƚďĂůů͕ŽƚŚĞƌƐ WĞƌŝŶƐƉĞĐƚŝŽŶƌĞƉŽƌƚ ĂŶLJƐĂƚƵƌĂƚĞĚŽƌƐƵďŐƌĂĚĞŚĂƐƚŚĞƉŽƚĞŶƚŝĂůƚŽĐƌĞĂƚĞ ŵŽǀĞŵĞŶƚŝƐƐƵĞƐ͘ /ŶĐŽŵƉůĞƚĞƐĞĂůĂŶƚĂƌŽƵŶĚǁŝŶĚŽǁƐΘĚŽŽƌƐ͕ƵŶĨŝŶŝƐŚĞĚ sĂƌŝŽƵƐĞdžƚǁŝŶĚŽǁƐΘĚŽŽƌƐ 'ƚŽƉƌŽǀŝĚĞƐƚĂƚƵƐĨŽƌĞĂĐŚŽƉĞŶŝŶŐ͕ ŝŶĐŽŶƐŝƐƚĞŶƚǁŽƌŬƚŚƌŽƵŐŚŽƵƚĚŝĨĨĞƌĞŶƚŽƉĞŶŝŶŐƐ /ŶĐŽŵƉůĞƚĞƐĞĂůĂŶƚĐŽƵůĚůĞĂĚƚŽŵŽŝƚƵƌĞŝŶƚƌƵƐŝŽŶĂŶĚĚĂŵĂŐĞ ĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐƚŚĂƚŵĂLJŶĞĞĚƚŽďĞƌĞƉůĂĐĞĚ

yd
Z/KZtKZ<
Table 1
EXHIBIT 1
632
DŝƐƐŝŶŐĐůĞƌĞƐƚŽƌLJƐŝůůͬŵĞƚĂůǁĂůůĐĂƉ ŐLJŵŶŽƌƚŚĞůĞǀĂƚŝŽŶĂůŽŶŐ ĐůĞƌĞƐƚŽƌLJƐŝůů džƉŽƐĞĚŝŶƐƵůĂƚŝŽŶƉĂŶĞůƐ /ŶĐŽŵƉůĞƚĞĨůĂƐŚŝŶŐĂŶĚƐŝůůƐĐŽƵůĚůĞĂĚƚŽŵŽŝƐƚƵƌĞŝŶƚƌƵƐŝŽŶŝƐƐƵĞƐ ĂŶĚĚĂŵĂŐĞĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐ ZĞƉĂŝƌƐŚĞĞƚŵƚůǁŽƌŬĂƚǁŝŶĚŽǁƐΘĚŽŽƌƐ ǀĂƌŝŽƵƐǁŝŶĚŽǁƐΘĚŽŽƌƐ ƐŚƚŵƚůƐƵďƐƚĂŶĚĂƌĚ͕ďĞŶƚ͕ƌŽƵŐŚĐƵƚ /ŶĐŽŵƉůĞƚĞĨůĂƐŚŝŶŐŽƌĨůĂƐŚŝŶŐƚŚĂƚŝƐŶŽƚƉƌŽƉĞƌůLJůĂƉƉĞĚ͕ĐŽƵůĚ ůĞĂĚƚŽŵŽŝƐƚƵƌĞŝŶƚƌƵƐŝŽŶŝƐƐƵĞƐĂŶĚĚĂŵĂŐĞĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐ ĞŵĞŶƚďŽĂƌĚŝŶƐƚĂůůĞĚƉĂŶĞůƐĚĂŵĂŐĞ͕ĐŚŝƉƉĞĚĚĞƚĂŝůƐ ƚŚƌŽƵŐŚŽƵƚĞůĞǀĂƚŝŽŶƐ ŽŶƚƌĂĐƚŽƌ WŽƚĞŶƚŝĂů&ŝďĞƌĞŵĞŶƚƉĂŶĞůƌĞƉůĂĐĞŵĞŶƚĐŽƵůĚůĞĂĚƚŽƌĞŵŽǀĂůŽĨ ĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐĚƵĞƚŽƉƌŽĐĞƐƐŽĨƉĂŶĞůƌĞŵŽǀĂů ZĞĂĚũƵƐƚŝŶƐƚĂůůĞĚĐĞŵĞŶƚďŽĂƌĚ EŽƌƚŚ
ůĞǀĂƚŝŽŶ WĞƌƐƉĞĐ͕ŽŶůLJƐŝŶŐůĞŝŶƐƚĂůůĞƌĂůůŽǁĞĚ͘'ŵĂĚĞ ĂǁĂƌĞƚŚĂƚŝŶĐůƵĚĞƐĂŶLJĨŝĞůĚǁŽƌŬŽŶƉĂŶĞůƐ WŽƚĞŶƚŝĂů&ŝďĞƌĞŵĞŶƚƉĂŶĞůƌĞƉůĂĐĞŵĞŶƚĐŽƵůĚůĞĂĚƚŽƌĞŵŽǀĂůŽĨ ĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐĚƵĞƚŽƉƌŽĐĞƐƐŽĨƉĂŶĞůƌĞŵŽǀĂůĞŵĞŶƚďŽĂƌĚŶŽƚŵĞĞƚƋƵĂůŝƚLJĨŽƌƉůƵŵďƉĂŶĞůƐƉĂĐŝŶŐĂŶĚĞǀĞŶĞĚŐĞƐ͘ dŚƌŽƵŐŚŽƵƚĞůĞǀĂƚŝŽŶƐ ZĞĨĞƌƚŽĨŝĞůĚƌĞƉŽƌƚƐ WŽƚĞŶƚŝĂů&ŝďĞƌĞŵĞŶƚƉĂŶĞůƌĞƉůĂĐĞŵĞŶƚĐŽƵůĚůĞĂĚƚŽƌĞŵŽǀĂůŽĨ ĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐĚƵĞƚŽƉƌŽĐĞƐƐŽĨƉĂŶĞůƌĞŵŽǀĂůZĞƉůĂĐĞĐŚŝƉƉĞĚŽƌďƌŽŬĞŶĐĞŵĞŶƚďŽĂƌĚƉĂŶĞůƐ dŚƌŽƵŐŚŽƵƚĞůĞǀĂƚŝŽŶƐ͕ŵĂŶLJŝŶ ĐŽƵƌƚLJĂƌĚĞůĞǀĂƚŝŽŶƐ ZĞĨĞƌƚŽĨŝĞůĚƌĞƉŽƌƚƐ͕ĐŽŶƚƌĂĐƚŽƌƚŽƌĞǀŝĞǁ ŝŶƐƚĂůůĞĚǁŽƌŬĂŶĚƌĞƉůĂĐĞĂƐƉĂƌƚŽĨYͬY͘ WŽŝŶƚĞĚŽƵƚƚŽKŵŝĚĚƵƌŝŶŐKZΖƐĨŝĞůĚǁĂůŬϬϮͬϮϭ WŽƚĞŶƚŝĂů&ŝďĞƌĞŵĞŶƚƉĂŶĞůƌĞƉůĂĐĞŵĞŶƚĐŽƵůĚůĞĂĚƚŽƌĞŵŽǀĂůŽĨ ĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐĚƵĞƚŽƉƌŽĐĞƐƐŽĨƉĂŶĞůƌĞŵŽǀĂůhŶƉƌŽƚĞĐƚĞĚĂŶĚƵŶĨŝŶŝƐŚĞĚĐĞŵĞŶƚƉĂŶĞůǁĂůůΘƉĂƌĂƉĞƚ ƐŽƵƚŚǁĞƐƚůŝďƌĂƌLJǁĂůů džƉŽƐĞĚƚŽƌĂŝŶǁŚŝůĞƐŝŐŶĂŐĞŝƐƉĞŶĚŝŶŐĂŵĂŐĞĂƚŝŶƐƚĂůůĞĚĚŽƵďůĞƐƚŽƌĞĨƌŽŶƚĚŽŽƌŝŶŐLJŵŶĂƐŝƵŵǁĂƐŽďƐĞƌǀĞĚ ĞĂƐƚĞůĞǀĂƚŝŽŶ ZĞĨĞƌƚŽKZΖƐĨŝĞůĚƌĞƉŽƌƚ,ŽůĞƐĂŶĚĚĂŵĂŐĞǀŝƐŝďůĞĂďŽǀĞĐƵƌƚĂŝŶǁĂůůĂƚĨůĂƐŚŝŶŐŶĞĂƌĐŽƵƌƚLJĂƌĚĞŶƚƌĂŶĐĞ ŽƵƌƚLJĂƌĚ ZĞĨĞƌƚŽKZΖƐĨŝĞůĚƌĞƉŽƌƚ /ŶĐŽŵƉůĞƚĞĨůĂƐŚŝŶŐŽƌĨůĂƐŚŝŶŐƚŚĂƚŝƐŶŽƚƉƌŽƉĞƌůLJůĂƉƉĞĚ͕ĐŽƵůĚ ůĞĂĚƚŽŵŽŝƐƚƵƌĞŝŶƚƌƵƐŝŽŶŝƐƐƵĞƐĂŶĚĚĂŵĂŐĞĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐƚƌŝŵĂƚĐƵƌƚĂŝŶǁĂůůƐĚŽŶŽƚŵĞĞƚƐƉĞĐŝĨŝĐĂƚŝŽŶƐǁŝƚŚǀŝƐŝďůĞĨĂƐƚĞŶĞƌƐ͕ƌŽƵŐŚũŽŝŶƚƐ͕ŶŽŵŝƚĞƌĞĚĐŽƌŶĞƌƐ͕ŶŽƚĨƵůůLJƐĞĂůĞĚƐŽůĚĞƌũŽŝŶƚƐ

džƚĞƌŝŽƌǁŝŶĚŽǁΘĚŽŽƌŽƉĞŶŝŶŐƐ ZĞĨĞƌƚŽKZΖƐĨŝĞůĚƌĞƉŽƌƚ WŽƚĞŶƚŝĂů&ŝďĞƌĞŵĞŶƚƉĂŶĞůƌĞƉůĂĐĞŵĞŶƚĐŽƵůĚůĞĂĚƚŽƌĞŵŽǀĂůŽĨ ĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐĚƵĞƚŽƉƌŽĐĞƐƐŽĨƉĂŶĞůƌĞŵŽǀĂů ZĞƉĂŝƌƐΘŵŽĚŝĨŝĐĂƚŝŽŶƐĨŽƌŵŝƐĂůŝŐŶĞĚĞdžƚĞƌŝŽƌďĂƐĞƉůĂƚĞĨŝdžĞƐ WĞƌĨŽƌĂƚĞĚWĂŶĞůƌƚWŝĞĐĞƐƚƌƵĐƚƵƌĞ͕ϱůŽĐĂƚŝŽŶƐ;s/&Ϳ ƐƐŽĐŝĂƚĞĚǁŝƚŚƐůĂďĞĚŐĞĐŚŝƉƉĞĚƌĞƉĂŝƌƐ͘ /ĨƌĞďĂƌĐŽǀĞƌŝƐŶŽƚŵĂŝŶƚĂŝŶĞĚ͕ƚŚŝƐĐŽŶĚŝƚŝŽŶĐŽƵůĚůĞĂĚƚŽĂǁĞĂŬĞŶĞĚůŽĐĂƚŝŽŶƚŚĂƚĐŽƵůĚůĞĂĚƚŽĨƵƌƚŚĞƌĐŽŶĐƌĞƚĞĚĂŵĂŐĞƚŚĂƚĞdžƉŽƐĞƐƌĞďĂƌƚŽĞůĞŵĞŶƚƐĂŶĚĐŽƵůĚĐĂƵƐĞƌƵƐƚŽĨƚŚĞŵĂƚĞƌŝĂů͘/ĨŵĂƚĞƌŝĂůƐǁĞƌĞďƵŝůƚĂƌŽƵŶĚƚŚĞĐŚŝƉƉĞĚĐŽŶĐƌĞƚĞůŽĐĂƚŝŽŶƐ͕ŝƚĐŽƵůĚďĞĚŝĨĨŝĐƵůƚƚŽƌĞƉĂŝƌǁŝƚŚŽƵƚƌĞŵŽǀĂůŽĨĂĚũĂĐĞŶƚŝƚĞŵƐ͘/ŶĂĚĚŝƚŝŽŶ͕ůŝŵŝƚĞĚĐŽŶĐƌĞƚĞĐŽǀĞƌĐĂŶůĞĂĚƚŽĂǁĞĂŬĞŶĚŵĂƚĞƌŝĂůĂŶĚůĞĂĚƚŽĨƵƌƚŚĞƌŵĂƚĞƌŝĂůďƌĞĂŬĚŽǁŶ ZƵƐƚĂƚƵŶŝŶƐƚĂůůĞĚƌƚWŝĞĐĞWĞƌĨŽƌĂƚĞĚ&ĂĕĂĚĞƐƚƌƵĐƚƵƌĞ͕ϭϬƋƚLJ;s/&Ϳ EŽƌƚŚΘƐŽƵƚŚƉƌŽƉĞƌƚLJĂƌĞĂ ZƵƐƚĂƚďĂƐĞƉůĂƚĞĂŶĚŽƚŚĞƌĂƌĞĂƐŽŶĞĂĐŚƐƚƌƵĐƚƵƌĞ͕ƵŶƉƌŽƚĞĐƚĞĚĨŽƌŵŽƌĞƚŚĂŶĂLJĞĂƌ͕ŵĂƚĞƌŝĂůůĂLJŝŶŐŽƵƚƐŝĚĞ ZƵƐƚƐŚŽƵůĚďĞƌĞƉĂŝƌĞĚĐůĞĂŶĞĚƉƌŝŽƌƚŽŝŶƐƚĂůůĂƚŝŽŶŽĨƐĐƌĞĞŶ͕ŝĨ ŶŽƚƚŚŝƐĐŽƵůĚůĞĂĚƚŽĨƵƌƚŚĞƌĚĞŐƌĂĚĂƚŝŽŶŽĨĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐĂŶĚƐƚƌƵĐƚƵƌĞŝƚƐĞůĨ ZƵƐƚĂƚƚƌĂƐŚĞŶĐůŽƐƵƌĞƉŽƐƚƐϰƋƚLJ;s/&Ϳ ƚƌĂƐŚĞŶĐůŽƐƵƌĞ ZƵƐƚĂƚďĂƐĞƉůĂƚĞĂŶĚƚŽƉ ZƵƐƚƐŚŽƵůĚďĞƌĞƉĂŝƌĞĚĐůĞĂŶĞĚƉƌŝŽƌƚŽŝŶƐƚĂůůĂƚŝŽŶŽĨĐŽǀĞƌ͕ŝĨŶŽƚƚŚŝƐĐŽƵůĚůĞĂĚƚŽĨƵƌƚŚĞƌĚĞŐƌĂĚĂƚŝŽŶŽĨĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐĂŶĚƐƚƌƵĐƚƵƌĞŝƚƐĞůĨ Table 1
EXHIBIT 1
633
ZƵƐƚĂƚƌŽŽĨƚŽƉŵĞĐŚĂŶŝĐĂůĞŶĐůŽƐƵƌĞΖƐƐƚƌƵĐƚƵƌĞ ƚĂůůƌŽŽĨƚŽƉŵĞĐŚƉĂĚƐ ZƵƐƚĂƚďƌĂĐŬĞƚƐ͕ƐƚƌƵĐƚƵƌĂůĨƌĂŵĞ ZĞƉůĂĐĞďƌŽŬĞŶƐŬLJůŝŐŚƚĚŽŵĞ ZŽŽĨƚŽƉ͕ŶŽƌƚŚĞĂƐƚĐŽƌŶĞƌ EŽƚƌĞƉůĂĐĞĚƐŝŶĐĞĨŝƌƐƚŶŽƚĞĚůĂƐƚƐƵŵŵĞƌ͘,ĂƐƌĂŝŶĂĨĨĞĐƚĞĚƚŚŝƐƵŶŝƚƐŝŶĐĞůĞĨƚƵŶƉƌŽƚĞĐƚĞĚ͍ /ƚĞŵƐŚŽƵůĚďĞƌĞƉĂŝƌĞĚŽƌŝƚĐŽƵůĚůĞĂĚƚŽĨƵƚŚĞƌŵŽŝƐƚƵƌĞ ŝŶƚƌƵƐŝŽŶŽƌĚĂŵĂŐĞǁŝƚŚŝŶƚŚĞďƵŝůĚŝŶŐĂŶĚĂĚũĂĐĞŶƚŵĂƚĞƌŝĂůƐ hŶĨŝŶŝƐŚĞĚƌŽŽĨƉĂƌĂƉĞƚĐĂƉ ĂůŽŶŐƌŽŽĨƉĂƌĂƉĞƚ ^ŽŵĞĂƌĞĂƐƵŶƉƌŽƚĞĐƚĞĚƚŽƌĂŝŶZĞĨŝŶŝƐŚƐƚĂŝŶĞĚǁŽŽĚďĞŶĐŚ ĂƚĞdžƚĞƌŝŽƌďĂƐŬĞƚďĂůůĐŽƵƌƚ WƌĞǀŝŽƵƐůLJŵĂĚĞĂǁĂƌĞƚŽŽŶƚƌĂĐƚŽƌƚŽƐƚŽƌĞƚŚŝƐƵŶŝƚǁŝƚŚƚŚĞŽƚŚĞƌďĞŶĐŚĞƐŝŶƐŝĚĞ͘ ŵƉŚĂƐŝnjĞĚ
ƚŚĂƚƐƚĂŝŶĞĚďĞŶĐŚǁŝůůŚĂǀĞƚŽďĞĐůĞĂŶĞĚͬƌĞĨŝŶŝƐŚĞĚƚŽŵĂƚĐŚŽƚŚĞƌƐǁŚĞŶŝŶƐƚĂůůĞĚ͘ WĞƌƐƉĞĐŝĨŝĐĂŝŽŶƐ͕ƚŚĞĐŽŶƚƌĂĐƚŽƌŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌƉƌŽƚĞĐƚŝŶŐ ŵĂƚĞƌŝĂůƐƐƚŽƌĞĚŽŶƐŝƚĞ
>ŽǁZŽŽĨĐĐĞƐƐ>ĂĚĚĞƌ ZŽŽĨƚŽƉ
>ĂĚĚĞƌǁŝĚƚŚŵĞĂƐƵƌĞƐϮϳв͟ǁŝĚĞǁŝƚŚůĞĨƚƐŝĚĞƉůĂĐĞĚĂŐĂŝŶƐƚǁĂůůĨŝŶŝƐŚĂŶĚϭϯϳͬϴ͟ƚŽĐĞŶƚĞƌůŝŶĞĨƌŽŵǁĂůůŽŶůĞĨƚƐŝĚĞ;ůĂĚĚĞƌƐƵďŵŝƚƚĂůǁĂƐĨŽƌĂϮϭϳͬϴ͟ǁŝĚĞůĂĚĚĞƌ͘ĂůK^,ƌĞƋƵŝƌĞƐϭϱ͟ŵŝŶŝŵƵŵĐůĞĂƌĂŶĐĞƚŽ͞ƚŚĞŶĞĂƌĞƐƚƉĞƌŵĂŶĞŶƚŽďũĞĐƚŽŶĞĂĐŚƐŝĚĞŽĨƚŚĞĐĞŶƚĞƌůŝŶĞ ŽĨƚŚĞůĂĚĚĞƌ͘͟dŚĞƌĞĨŽƌƚŚĞůĂĚĚĞƌŝŶƐƚĂůůĂƚŝŽŶĚŽĞƐŶŽƚŵĞĞƚK^,ƌĞŐƵůĂƚŝŽŶƐ͘Ϳ ZĞƉůĂĐĞŵĞŶƚŽĨůĂĚĚĞƌǁŝůůƌĞƋƵŝƌĞƉĂƚĐŚŝŶŐĂŶĚƌĞƉĂŝƌŝŶŐŽĨĞdžŝƐƚŝŶŐĞdžƚĞƌŝŽƌƐŬŝŶĨŝŶŝƐŚĞƐ͘sĞƌŝĨŝĐĂƚŝŽŶŽĨŝŶǁĂůůĂŶĐŚŽƌĂŐĞͬƐƵƉƉŽƌƚƐĂƚĐŽƌƌĞĐƚůĂĚĚĞƌůŽĐĂƚŝŽŶƐǁŝůůŶĞĞĚƚŽďĞĚŽĐƵŵĞŶƚĞĚĂŶĚͬŽƌŝŶƐƚĂůůĞĚ;ŝĨŝŶƐƚĂůůĞĚ ǁĂůůǁŝůůŶĞĞĚƚŽďĞƌĞǀŝƐĞĚͿ͘>ĂĚĚĞƌŝŶƐƚĂůůĞĚĚŽĞƐŶŽƚŵĞĞƚƌĞǀŝĞǁĞĚƐƵďŵŝƚƚĂů͘ ZŽŽĨ,ĂƚĐŚ ZŽŽĨƚŽƉ ZŽŽĨŚĂƚĐŚƐĂĨĞƚLJŐĂƚĞĚŽĞƐŶŽƚĐŽŵƉůĞƚĞůLJĐůŽƐĞ͕ ƐůĂŵƐĂŐĂŝŶƐƚƉŽƐƚĂŶĚƉĂŝŶƚŝƐĐŚŝƉƉĞĚ /ĨŚĂƚĐŚĐĂŶŶŽƚďĞƉƌŽƉĞƌůLJĂůŝŐŶĞĚƌŽŽĨŝŶŐĂŶĚŽƉĞŶŝŶŐŵĂLJŚĂǀĞƚŽďĞƌĞǁŽƌŬĞĚ/ŶĂďŝůŝƚLJƚŽƉƌŽƉĞƌůLJĐůŽƐĞŚĂƚĐŚŵĂLJůĞĂĚƚŽŵŽŝƐƚƵƌĞŽƌǁŝůĚůŝĨĞŝŶƚƵƌƐŝŽŶƐ 'ĂƉƐŝŶZŽŽĨŝŶŐDĂƚĞƌŝĂů ZŽŽĨƚŽƉĂƌŽƵŶĚǀĂƌŝŽƵƐ ƉĞŶĞƚƌĂƚŝŶŐŝƚĞŵƐĂŶĚĞĚŐĞƐ dŚĞƌĞŝƐĂнͬͲϭ͟ĚŝĨĨĞƌĞŶĐĞŝŶŚĞŝŐŚƚĂƚĞĚŐĞƐŽĨ ƚĂƉĞƌĞĚŝŶƐƵůĂƚŝŽŶƵŶĚĞƌdWKƌŽŽĨŝŶŐ͕ŝ͘Ğ͘ ƚƌĂŶƐŝƚŝŽŶďĞƚǁĞĞŶŝŶƐƵůĂƚŝŽŶďŽĂƌĚƐŝƐŶŽƚĨůƵƐŚ͘ hŶƐƵƉƉŽƌƚĞĚdWKŝƐƉƌŽŶĞƚŽƉƵŶĐƚƵƌĞ͕ƚĂƌĞƐ͕ĞƚĐ͘ /ŶƐƚĂůůĂƚŝŽŶŵĂLJŶŽƚďĞǁĂƌƌĂŶƚĂďůĞ^ŽůĂƚƵďĞƐ ZŽŽĨƚŽƉ ^ŽůĂƚƵďĞŵŽƵŶƚƐͲďĞŶƚĨƌĂŵĞ ĞŶƚĨƌĂŵĞĐŽƵůĚƌĞƋƵŝƌĞĐŽŵƉůĞƚĞƌĞŝŶƐƚĂůůŽĨƐŽůĂƚƵďĞ͕ŵĂLJďĞĂ ƉŽƚĞŶƚŝĂůĨŽƌǁĂƚĞƌŝŶƚƌƵƐŝŽŶ͕ĞƚĐ͘ sĂƉŽƌĂƌƌŝĞƌ DŽƐƚůŽĐĂƚŝŽŶƐŽŶĞdžƚĞƌŝŽƌ
KďƐĞƌǀĂƚŝŽŶƌĞƉŽƌƚƐŶŽƚĞĐŽŶĐĞƌŶŽŶǀĂƉŽƌďĂƌƌŝĞƌŝŶƐƚĂůůĂƚŝŽŶ͕ŝŶĐůƵĚŝŶŐĞdžƉŽƐƵƌĞƚŽĞůĞŵĞŶƚƐ͕ŝŶƐƚĂůůĂƚŝŽŶƋƵĂůŝƚLJ͕ĞƚĐ͘ ĂƌƌŝĞƌŵĂLJŶŽƚďĞǁĂƌƌĂŶƚĂďůĞ
Table 1
EXHIBIT 1
634
DATE & TIME: May 10 and May 24, 2023
LOCATION:RESPONSE TO:PROJECT: NE Stockton Library & Community Center ARCHITECT'S PROJECT #: 18118 1461 Morada Lane, Stockton, CA
OWNER: City of Stockton CONTRACTOR: Patriot Contracting LEGNED KEY:F Observation of potential unapproved Field Changes, detail changed without approved RFIC Observed work that may to not be in conformance with Contract DocumentsR Observed work where correction may require additional rework, see Repair Tracking List for examplesG General Punch List observations$ Verify total request on Pay App against these incomplete itemsS Installation preceeds Submittal submission and/or approval (revise and resubmit or rejected status) # Key Location Micro Location Description1 G, R General - Exterior No exterior panel signage, parking signage, site signage, marquee sign, cast plaque or illuminated signage is installed 2 G, $ General - Exterior No landscape or irrigation system is installed3 G, $ General - Exterior No site paving or finish pathway surface installed; formwork is partially installed, some misaligned.4 G General - Exterior No escutcheons at “lambs tongue” wall overflows5 G General - Exterior Wall cleanout caps are not flush with wall finish6 G General - Exterior Site benches with lighting not installed (some benches on site, one damaged)7 G General - Exterior No monument sign8 G General - Exterior No wheel stops installed

FIELD OBSERVATION REPORT - ARCH
NE Stockton Library Site VisitOwner Request for Project Status at time of Suspension The purpose of this Report is to document the general status and progress of the Work as of the date and time noted above. The observations contained herein are not, and should not be construed as, an exhaustive or continuous on-site inspection to check the quality or quantity of the Work. The Architect neither has control over nor charge of, nor is responsible for, the construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents.

Arch
EXHIBIT 1
635
9 G General - Exterior No concrete pad for future rain water cistern is installed 10 G General - Exterior No site furnishings installed (garbage cans are on site)11 G General - Exterior No outdoor basketball court or basketball standards installed12 G General - Exterior No site drinking fountains installed13 G General - Exterior No Mow curb is installed14 G General - Exterior No stone bollards are installed (stored on site)15 G General - Exterior No shade canopy, play equipment or fitness equipment concrete pads or footings, no play surface 16 G General - Exterior No fencing or gates installed17 G General - Exterior No site bollards installed; stone bollards are on site18 C General - Exterior Accent flashing at windows and curtain wall: joints not repaired to meet specs.19 C General - Exterior Low roof access ladder Ladder width measures 27 ¾” wide with left side placed against wall finish and 13 7/8” to centerline from wall on left side (ladder submittal was for a 21 7/8” wide ladder. CalOSHA requires 15” minimum clearance to “the nearest permanent object on each side of the centerline of the ladder.” Therefor the ladder installation does not meet OSHA regulations.) 20 S General - Exterior High rooftop access ladder and cage Upper-ladder safety gate not completed (no lock) & installed without resubmittal (engineering or project-specific supports/spacing to clear translucent panels) 21 G General - Exterior Uninstalled galvanized flashing material stored on roof 22 C General - Exterior Flashing all along base of translucent panels does not appear to be sloped to drain, no sealant at sill of translucent panels is visible. Shims are visible at sill. Excess sealant visible on face of translucent panels 23 R General - Exterior Roof hatch safety gate does not completely close, slams against post and paint is chipped 24A $ General - Exterior Note general completion of roof per punch list items below is not at 100% as noted in Pay App #23 Arch
EXHIBIT 1
636
24 G General - Exterior Lower roof (upper roof not accessible for observation) Debris on roof including sharp objects (screws) 25 F General - Exterior Lower roof (upper roof not accessible for observation) Contractor to verify that the black “tar” under solatube flashing is compatible with roofing TPO26 G General - Exterior Lower roof (upper roof not accessible for observation) One solatube flashing corner appears distorted/bad fit (contractor to confirm water tightness)27 C General - Exterior Lower roof (upper roof not accessible for observation) Bottom of scupper is not flush with roof surface and appears as high or higher than rim of nearby overflow. Contractor to verify operation of scupper in conjunction with height of overflow drain.28 G General - Exterior Lower roof (upper roof not accessible for observation) No conductor head or downspout at scupper. Contractor to verify operation of scupper in conjunction with height of overflow drain29 R General - Exterior Lower roof (upper roof not accessible for observation) Two locations including near NE corner or roof: open parapet cap expansion seam with no joint cover plate.30 R General - Exterior Lower roof (upper roof not accessible for observation) Around perimeter of all mechanical enclosures, there is a +/- 1” difference in height at edges of tapered insulation under TPO roofing, i.e. transition between insulation boards is not flush. 31 R General - Exterior Lower roof (upper roof not accessible for observation) At parapet to roof joint at courtyard NE corner there is a +/- 12” lump on parapet wall under TPO roofing.32 R General - Exterior Lower roof (upper roof not accessible for observation) Along HVAC/ERV north side, a concave line of roofing surface catches and pools water.33 G General - Exterior Lower roof (upper roof not accessible for observation) Mechanical screen metal framing and facing panels are not installed.34 G General - Exterior Lower roof (upper roof not accessible for observation) HVAC/ERV mechanical screen not modified for ERV door clearance35 G General - Exterior Lower roof (upper roof not accessible for observation) Mechanical enclosure structural members have not been painted36 C General - Exterior Lower roof (upper roof not accessible for observation) Parapet cap slope does not appear to provide a full ½ inch in 12 slope Arch
EXHIBIT 1
637
37 R General - Exterior Lower roof (upper roof not accessible for observation) Parapet cap has gaps at joints in some locations and no cover 38 F, $ General - Exterior Lower roof (upper roof not accessible for observation) Exposed j-boxes and surface conduit @ parapet above courtyard and along gymnasium wall (possibly for security cameras. Outlets are to be flush and conduit concealed).39 G General - Exterior Lower roof (upper roof not accessible for observation) 2 conduit roof penetrations: Top of TPO boot has orange tape and no draw bands40 R General - Exterior Lower roof (upper roof not accessible for observation) There are wrinkles and loose areas of TPO roofing all along parapet walls in many locations throughout parapet walls41 C General - Exterior Lower roof (upper roof not accessible for observation) Perforated metal screen structure is within ½” or parapet along south lower roof (4” minimum required from face of wall finish)42 G General - Exterior Lower roof (upper roof not accessible for observation) There is no frame/rim on roof drain at southwest corner.43 C General - Exterior Lower roof (upper roof not accessible for observation) Flashing joints at translucent panel sills are galvanized with no finish instead of prefinished, and they are rusting44 R General - Exterior Lower roof (upper roof not accessible for observation) Parapet wall TPO is bubbling throughout45 G General - Exterior Lower roof (upper roof not accessible for observation) Sealant splattered on translucent panels46 R General - Exterior Lower roof (upper roof not accessible for observation) Solatube mounts- bent frame47 R General - Exterior Courtyard Entry Roof Verify there is flashing at each end of courtyard entry roof overhang to wall48 $ General - Exterior Courtyard Entry Roof No flashing, gutter or downspouts at entry roof overhang are installed49 G General - Exterior Courtyard Entry Roof No soffit panel system or linear lights at overhang are installed50 R General - Exterior Exterior South Slab vapor barrier exposed, torn, with loose areas, all around bldg.51 R General - Exterior Exterior South At gym Room Bi-fold doors, head flashing stops @ jambs; jamb closure has cut edge that is sharp with burrs. Jamb closures are not securely fastened and are dented Arch
EXHIBIT 1
638
52 R General - Exterior Exterior South At double doors at southeast corner of gym, jamb flashing bottoms are folded and sharp. Jamb/head flashing throughout is uneven and not consistently installed 53 $ General - Exterior Exterior South Open j-boxes, 4 wall lighting fixtures are missing54 R General - Exterior Exterior South Some fiber cement panel (Equitone) corners are loose, many jamb closures are not secured; not all spacing of panels is even, some cut edges are uneven 55 R General - Exterior Exterior South East fold up door jamb closure cut edge is sharp 56 R General - Exterior Exterior South double door SE corner of garage, jamb flashing @ bottom folded & sharp, ea. side57 G General - Exterior Exterior South Roof drain not connected to SD near door58 G General - Exterior Exterior South Gates and posts, gate hardware not installed 59 R General - Exterior Exterior South Weather barrier and z girts are visible at bi-fold doors through vented jamb closure, insulation is missing at jambs; weather barrier not fully sealed at sill throughout building 60 R General - Exterior Exterior South
Bifold Doors are not sitting flat and appear to be secured with a rod, Rust is observed at the base of the jambs. Gaps around doors are covered with red tape. Jamb closures are loose and dented 61 G General - Exterior Exterior South Doors are missing hardware62 F General - Exterior Exterior South Chipped concrete slab edge is visible63 G General - Exterior Exterior South Sill flashing is not painted and is damaged and dented in locations.64 F General - Exterior Exterior South Decorative metal screen structure is closer than 4” to the wall in some locations65 F General - Exterior Exterior - Courtyard Head flashing at curtain wall system is 7” wide instead of 6” wide66 G General - Exterior Exterior - Courtyard Jamb flashing at admin door is loose and shorter than bottom of fiber cement wall panels67 $ General - Exterior Exterior - Courtyard Curtain wall not complete, missing frame covers at sills68 G General - Exterior Exterior - Courtyard Curtain wall sill flashing is not painted69 G General - Exterior Exterior - Courtyard Electrical boxes in door jamb flashing are partially behind siding and thus inaccessible for uninstalled devices.

Arch
EXHIBIT 1
639
70 G General - Exterior Exterior - Courtyard Bouldering wall system has not been provided/installed 71 G General - Exterior Exterior - Courtyard Base flashing is deformed at bouldering wall wing wall 72 G General - Exterior Exterior - Courtyard Tree well and tree grate have not been installed.73 G General - Exterior Exterior - Courtyard Bouldering wall soffit fiber cement joints are not aligned or painted74 $ General - Exterior Exterior - Courtyard Missing rigid wall insulation above head of Nanawall and curtain wall system75 F General - Exterior Exterior - Courtyard Entry grate frame not cast into face of building footing, no grate or grate drain76 G General - Exterior Exterior - Courtyard Base flashing at curtain wall is uneven77 G General - Exterior Exterior - Courtyard Nanawall door hardware is not installed78 G General - Exterior Exterior - Courtyard Gap in lower right corner of operable window frame, weather stripping 79 R General - Exterior Exterior - Courtyard Base flashing had debris, rocks on top of it80 R General - Exterior Exterior - Courtyard Jamb flashing at curtain wall is loose 81 F General - Exterior Exterior - Courtyard Flashing at curtainwall contains exposed fasteners82 General - Exterior Exterior - Courtyard Slot drain and trench partially installed – see civil punch list for additional comments.83 R General - Exterior West Admin Wall Cracked / broken concrete at base of curtain wall84 G General - Exterior West Admin Wall Covers on aluminum frame incomplete83 G General - Exterior West Admin Wall Sealant uneven at top right of curtain wall; gaps in sealant are visible.85 G General - Exterior West Admin Wall Bottom of jamb flashing stops above bottom of curtain wall but it is even w/ bottom of fiber cement siding86 $ General - Exterior West Admin Wall Book drop shelf not completed, rigid insulation at wall below is missing 87 G General - Exterior West Admin Wall No book drop signage is installed Arch
EXHIBIT 1
640
88 C General - Exterior South Low Wall
Perforated screen structure is partially installed and portions are heavily rusted; structure is not painted. Portions of screen wall are closer than 4” to the exterior wall. 89 G General - Exterior South Low Wall Perforated screen structure welds are not ground smooth90 $ General - Exterior South Low Wall No base flashing @ curtainwall, curtainwall sill frame fronts not complete91 F General - Exterior South Low Wall Exposed conduit /LBs 92 G General - Exterior South Low Wall Chipped slab edge not repaired93 G General - Exterior South Low Wall One cleanout at window jamb flashing also extends into fiber cement siding 94 G General - Exterior South Low Wall Sealant at perimeter of operable windows is applied in spots with two colors and not continuous95 G General - Exterior South Low Wall No concrete mow curb at building perimeter96 $ General - Exterior South Low Wall Outside corners of fiber cement siding missing vented closures (typical)97 G General - Exterior East Wall Curtain wall base is not completed.98 G General - Exterior East Wall No curtain wall sill flashing is installed99 R General - Exterior East Wall Small Courtyard slab recesses for door paving and flashing do not align with door openings & one extends to interior of door bottom by approximately 1 ½” 100 G General - Exterior North Wall Area drain at northeast corner is out of line with uninstalled downspout, and 35” from face of wall101 G General - Exterior North Wall Large gap in siding directly under roof scupper. 102 $ General - Exterior North Wall Keypad access j-box (no device), inaccessible: half behind fiber cement siding, half in jamb flashing103 G General - Exterior North Wall Operable window perimeter sealant has gaps; sealant corners are sloppy/uneven104 G General - Exterior North Wall Jamb door café flashing dented 12” from bottom105 $ General - Exterior North Wall Open j-boxes with no devices are visible106 G General - Exterior North Wall Hardie fiber cement panel seams at wall, wing walls, and soffits do not align with each other.

Arch
EXHIBIT 1
641
107 G General - Exterior North Wall Hardie fiber cement panels are not painted. 108 $ General - Exterior North Wall Missing light fixtures 109 G General - Exterior North Wall Near Multi door, water box lid not flat /straight110 G General - Exterior North Wall At mechanical room, structural footing plate/ bolts exposed at bldg corner111 G General - Exterior North Wall Flashing below translucent panels: some protection plastic not removed; operable portion of translucent panel not completed112 G General - Exterior North Wall Unfinished wall louver at @ mechanical room113 R General - Exterior Trash/Recycling enclosure No expanded metal cover over overhead steel frame is installed114 C General - Exterior Trash/Recycling enclosure Overhead steel frame and gate posts not painted, no grout at CMU115 G General - Exterior Trash/Recycling enclosure No metal panel facing or hardware on double gate frame; gate frame not painted116 G General - Exterior Trash/Recycling enclosure CMU walls have efflorescence, no water repellent/graffiti resistant coating117 G General - Exterior Trash/Recycling enclosure No single gate is installed118 G General - Interior Exterior door hardware not complete (no threshold, weather stripping, seals, door bottoms) 119 G General - Interior All Gyp. bd. Walls dirty, scuffed, marked, needing cleaning and additional coat(s) of paint Ladder no safety rod inside 120 S General - Interior Window operators not replaced with ADA compliant version.121 S General - Interior Only one operable window has screen installed; screen wicket must be opened to operate windows (not per spec) 122 $ General - Interior Glass missing in interior storefront doors. 123 G General - Interior No finish flooring or wall base 124 $ General - Interior No sealant at most wall penetrations (pipes, ducts, conduit) 125 $ General - Interior No sealant at slab joints Arch
EXHIBIT 1
642
126 $ General - Interior At structural diagonal brace knife plate joints with floor, Styrofoam-type filler is exposed at floor level, with no sealant covering/finishing the joint 127 G General - Interior No rollup shades or manufacturer’s shade pockets 128 R General - Interior Cracked and uneven slab observed throughout @ base of wall by bifold doors130 R General - Interior Fitness 107 North 3” slab hole with foam at left side of exit door 131 $ General - Interior Fitness 107 North Wire hanging from one window 132 $ General - Interior Fitness 107 North Open j-boxes with no devices 133 G General - Interior Fitness 107 North Wall dirty/stained – worst staining near transom head height 135 G General - Interior Fitness 107 East Bottom mirror track in, no mirrors installed, outlet boxes not level with face of mirrors to be installed 136 $ General - Interior Fitness 107 East Open/closed j-boxes with no devices, some have wires some do not 137 C General - Interior Fitness 107 East Gyp board does not continue up past face of beam to deck (acoustically rated wall type) 138 $ General - Interior Fitness 107 South Open/covered j-boxes with no devices. Opener extends below top rail 139 $ General - Interior Fitness 107 South No glazing installed in door 107A140 $ General - Interior Fitness 107 South No Sealant installed at large uneven gap below window system sill, sealant incomplete at curtain wall throughout141 G General - Interior Courtyard No pulls, seals, door bottom at door 107A (hardware not complete)142 $ General - Interior Courtyard Some wiring is hanging exposed between ends of open conduit 143 G General - Interior Fitness West Protruding conduit with no continuation 144 G General - Interior Fitness West Gyp board paper missing/rough finish at one pipe penetration 145 $ General - Interior Fitness West Open j-boxes, wires in some, not in others 146 G General - Interior Fitness West No storage room door installed Arch
EXHIBIT 1
643
147 C General - Interior Fitness West Gyp board stops short of top of wall to deck (acoustically rated wall type) 148 $ General - Interior Fitness Ceiling No ceiling fan or fan supports, only wired j-box 149 G General - Interior Fitness Ceiling Clean off paint overspray in Solatube150 G General - Interior Fitness Ceiling Paint screws/nails penetrating roof deck151 $ General - Interior Fitness Ceiling Two Light fixtures missing and spacing is off152 R General - Interior Fitness Floor Cracks in concrete slab153 R General - Interior Fitness Floor Slab level seems uneven (refer to slab report)154 R General - Interior Fitness Floor Some spalling along slab joints155 G General - Interior EQ Stor 108 General Dirty/stained (thinly painted) gyp board all around room156 R General - Interior EQ Stor 108 Floor Wide (3/8”) construction joint, unsealed, cracked and spalling157 R General - Interior EQ Stor 108 Floor Additional slab cracking observed158 R General - Interior EQ Stor 108 Floor Uneven, wavy construction joint at column base concrete cover to slab159 R General - Interior EQ Stor 108 Floor Approx. 18” long significant slab crack that is lifting and spalling at column concrete cover.
160 $ General - Interior EQ Stor 108 Floor Open j-boxes with no devices or wires161 G General - Interior EQ Stor 108 East/West Cannot verify sealant at gyp board to metal deck162 G General - Interior EQ Stor 108 South Gap (light coming through) at gyp board along bottom of beam at wall163 G General - Interior EQ Stor 108 West Ragged edge at top of gyp board to deck (no l-bead or j-mold, no sealant)164 R General - Interior Multipurpose (MP) 109 Hairline cracks in slab165 G General - Interior MP 109 East No countertop166 G General - Interior MP 109 East Visible gaps in gyp. board around TV outlets Arch
EXHIBIT 1
644
167 $ General - Interior MP 109 East One open j-box w/wires, no device 168 $ General - Interior MP 109 East Sealant missing at wall to roof deck intersection at NE corner169 G General - Interior MP 109 East No storage room doors170 G General - Interior MP 109 East Large hole in gyp board at NE wall near floor171 G General - Interior MP 109 North Incomplete door hardware- no lever, threshold, door bottom. Doors 109C, 109D172 G General - Interior MP 109 North (2) open holes in gyp. board at wall bottom173 G General - Interior MP 109 North Turn up hose ends at fold-up doors 109F, 109G174 $, F General - Interior MP 109 North Exposed cable at top of fold up doors 109F, 109G (required to be concealed)175 G General - Interior MP 109 North Visible gap in gyp. board at one TV outlet176 $ General - Interior MP 109 North Large exposed holes in gyp. board high on wall, with cable penetrations177 $ General - Interior MP 109 South No finish/sealant at bottom of curtainwall system, rigid insulation missing around door jambs.178 G General - Interior MP 109 South Door hardware a 109A and 109B not complete; door opener hangs below top door stile. 179 $ General - Interior MP 109 South No glazing in interior doors 109A or 109B. West Lib- wet sill visible180 $ General - Interior MP 109 South Open j-boxes and sawn hole at wall fixtures181 G General - Interior MP 109 Ceiling No ceiling panels. 182 G General - Interior MP 109 Ceiling Portions of ceiling grid bent/ misaligned near south wall center 183 G General - Interior MP 109 Ceiling No operable partition installed 184 G General - Interior MP 109 Ceiling Damage to ceiling near west wall185 R General - Interior Art Supply 109A Ragged slab cracks on joint near column slab fill186 G General - Interior Art Supply 109A No doors 109E, No finish flooring Arch
EXHIBIT 1
645
187 $ General - Interior Café/Serving 110A Non-terminated conduits through wall for missing casework 188 G General - Interior Café/Serving 110A No Door 110A189 G General - Interior Café/Serving 110A No casework190 G General - Interior Café/Serving 110A No security gates, recessed track or pocket closure191 G General - Interior Café/Serving 110A No gyp finish inside security gate pockets192 $ General - Interior Café/Serving 110A No ceiling access door193 $ General - Interior Café/Serving 110A No floor sealer194 $ General - Interior Café/Serving 110A North No wall tile195 $ General - Interior Café/Serving 110A North No sink or sealant at plumbing penetrations196 $ General - Interior Café/Serving 110A North No devices at open j-boxes197 $ General - Interior Café/Serving 110A West No devices at open j-boxes199 G General - Interior Café/Serving 110A West No paper towel dispenser or fire extinguisher200 G General - Interior Serving 110B West No counter201 C General - Interior Serving 110B West Outlets not raised to above counter height per CCD202 G General - Interior Serving 110B West Counter braces not painted203 G General - Interior Serving 110B West No roll-down coiling door 109H204 $ General - Interior Serving 110B West No floor sealer205 $ General - Interior Utility 111 General No plumbing fixtures 206 C General - Interior Utility 111 General FRP goes to slab, no quarry tile wall base207 G General - Interior Utility 111 General No stainless steel sink / counter assembly Arch
EXHIBIT 1
646
208 $ General - Interior Utility 111 General No ceiling access door 209 R General - Interior Utility 111 General Concrete slab gaps/ rough around floor cleanout210 R General - Interior Utility 111 General Slab level appears unlevel at floor joint211 $ General - Interior Utility 111 General No sealant in slab joints or floor sealer212 G General - Interior Café 112 General Wall paint stains, scuffs, marks213 R General - Interior Café 112 General Slab cracks214 G General - Interior Café 112 North Hardware for Door 112 incomplete215 G General - Interior Café 112 North Sealant at door jamb bottom Door 112 needs cleanup216 G General - Interior Café 112 East Gyp board paper torn at base neon NE corner217 $, C General - Interior Café 112 East No mass-loaded acoustic partition closure or sealant in interior wall to exterior curtain wall joint (Detail C1/A501), just loose sealant backer rod218 G General - Interior Café 112 East No gyp board closure to metal decking at top of wall219 G General - Interior Café 112 East No Maker sliding door 113C220 G General - Interior Café 112 West Gyp. not to metal deck221 G General - Interior Café 112 West Grey paint overspray on wall223 R General - Interior Café 112 Floor Bad cracks, spalling & crumbly slab near floor outlet, East-West grid line joint; see slab reports for slab curl all along East-West grid line continuation224 $ General - Interior Café 112 Ceiling One light fixture missing, 1 near hall and FC unit may be located incorrectly225 G General - Interior Maker 113 North Door 113B hardware not complete 226 G General - Interior Maker 113 North Gap in base flashing @ right side of ext. door jamb bottom227 $ General - Interior Maker 113 North Open wired j-boxes with no devices Arch
EXHIBIT 1
647
228 G General - Interior Maker 113 North Portion of overflow pipe not painted white as directed 229 G General - Interior Maker 113 North Gyp. board not taped or finished at face of security curtain wing wall230 G General - Interior Maker 113 North No gyp. board on south face of security curtain wing wall231 G General - Interior Maker 113 East Gap of approx. 2’ x3’ in wall NE corner232 G General - Interior Maker 113 East Gyp. Wall paper torn near NE corner233 $ General - Interior Maker 113 South Storefront system A21 missing window section and door 113A, no acoustical sealant234 G General - Interior Maker 113 West Gyp board not flush to bottom of metal deck235 $ General - Interior Maker 113 West Open j-box, no device236 G General - Interior Maker 113 West No sliding storefront system or recessed track in slab is installed237 R General - Interior Maker 113 Floor (some floor area covered with boxes and not observable) Bad slab cracks near floor outlet, E/W grid line
238 R General - Interior Maker 113 Floor At bottom of electrical panel slab stained as from water239 R General - Interior Maker 113 Floor Depressions in slab approx. ½” deep near door 113A240 $ General - Interior Maker 113 Ceiling No power reels241 G General - Interior Maker 113 Ceiling No security curtain or track242 G, $ General - Interior Maker 113 Ceiling Near security curtain recess, conduit crosses/penetrates recess and will conflict with curtain243 C General - Interior Maker 113 Ceiling One cable in cable tray is yellow; should be grey244 G General - Interior Teen 114 General No millwork bench 245 G General - Interior Teen 114 General Ext door 115C hardware not complete246 $ General - Interior Teen 114 General Unconnected conduit with unsealed wall penetrations at all walls Arch
EXHIBIT 1
648
247 G General - Interior Teen 114 North Open wall box 12X12 near west wall 248 R General - Interior Teen 114 Floor Slab cracks, no finish flooring installed249 G General - Interior Teen 114 Ceiling Ceiling panels not installed 250 $ General - Interior Teen 114 Ceiling Ceiling panel access door not installed251 F General - Interior Corridor 106 General Security curtain partially installed, no receiving steel angle at column; no recessed sleeves in slab for foot bolts 252 $ General - Interior Corridor 106 General Some open j-boxes without devices253 G General - Interior Corridor 106 North No wallcovering254 $ General - Interior Corridor 106 North Gyp- board not flush with top of metal flutes, no acoustical sealant (acoustically rated wall)255 $ General - Interior Corridor 106 North No acoustical sealant under storefront systems256 G General - Interior Corridor 106 South Exterior door 106 hardware incomplete257 C General - Interior Corridor 106 South Pull station is mounted on front edge of wide-flange beam, not inside, and on regular concealed-type j-box instead of finished type as directed.258 G General - Interior Corridor 106 South No benches near Door 106259 G General - Interior Corridor 106 South Rust near bottom of structural knife plates needs cleaning and painting260 G General - Interior Corridor 106 South No fire extinguishers or cabinets261 G General - Interior Corridor 106 South No Drinking Fountain262 $, C General - Interior Corridor 106 South No Drinking Fountain wing walls263 $ General - Interior Corridor 106 South Installed access door does not have hidden flanges; one not yet installed264 $ General - Interior Corridor 106 South Loose wiring sticking out of operable window265 $, F General - Interior Corridor 106 West One white wire outside of conduit, tied to conduit w/landscape straps Arch
EXHIBIT 1
649
266 G General - Interior Corridor 106 West Door 100D and 100E hardware incomplete 267 C General - Interior Corridor 106 West Door frame shims and shim space are exposed, no insulation in shim space268 R General - Interior Corridor 106 Floor Bad slab cracks spalling & uneven slab level269 $, C General - Interior Corridor 106 Ceiling One yellow wire in cable tray (should be grey)270 G General - Interior Lockers 129 General No lockers, locker benches or coat hooks271 G General - Interior Lockers 129 General Tube steel columns need additional coat(s) of paint272 C General - Interior Lockers 129 West Paint color is one color; two colors are shown on interior elevation273 G General - Interior Changing 130 General No Door 129274 G General - Interior Changing 130 General No bench275 G General - Interior Changing 130 General No toilet lid276 G General - Interior Changing 130 General No toilet accessories, mirror or shower rod/curtain277 G General - Interior Changing 130 General Open hole cut into north shower wall288 G General - Interior Changing 130B/C General No changing partitions289 G General - Interior Changing 130B/C General No benches290 G General - Interior Changing 130B/C General No lockers or coat hooks291 G General - Interior Changing 130B/C General TS col needs paint walls292 G General - Interior Changing 130 B/C Floor Protruding floor patch near east wall center of room293 $ General - Interior Changing 130 B/C Ceiling No ceiling access doors 294 $ General - Interior Changing 131 General No finish plumbing295 G General - Interior Changing 131 General No toilet accessories, mirror or changing station Arch
EXHIBIT 1
650
296 G General - Interior Changing 131 General No counter in Women’s 128 297 G General - Interior Changing 131 General No toilet partitions298 $ General - Interior Women/Men Ceilings No ceiling access doors (Women 128)299 G General - Interior Women/Men Ceilings Large hole in ceiling gyp board near west wall300 R General - Interior Men 127 Floor Triangular hole in slab floor in southwest corner; aggregate visible, horrible smell301 $ General - Interior Living Room 115 General No sealant at base of curtain wall system302 G General - Interior Living Room 115 General No welcome desk303 G General - Interior Living Room 115 East No TV monitor steel plate mounts at column304 $ General - Interior Living Room 115 West Gap in curtain wall break metal sealant left side of Nanawall system305 C General - Interior Living Room 115 West Hole cut in break metal and exposed conduit near ceiling306 R General - Interior Living Room 115 Floor Slab cracks and raised slab at floor outlets, spalling at floor penetrations; floor outlet devices not installed307 R, C General - Interior Living Room 115 Floor Entry grate frame not cast into slab and set too low for finish floor level, no padding under grate frame for noise control. Some damage to grates.308 C General - Interior Living Room 115 Ceiling Only 5 ceiling panels installed, one wrong size309 G General - Interior Living Room 115 Ceiling Paint exposed ends of mech register white to match ceiling grid310 C General - Interior Children's 116 General No raised platform or carpet, ramp or casework311 R General - Interior Children’s 116 North and East Holes in gyp board walls at sills (mold remediation) Civil Engineering Review See attached site observation report by Siegfried EngineeringCommissioning Agent Review See attached commissioning field report by Capital Engineering Consultants Arch
EXHIBIT 1
651
Electrical Engineering Review See attached site observation report by HCS Engineers Mechanical and Plumbing Engineering Review See attached site observation report by Capital EngineeringPhotovoltaic System Engineering Review See attached site observation report by ECOM EngineeringStructural Engineer See attached site observation report by Siegfried Engineering One window has a window screen, with wickets (not per specifications) Arch
EXHIBIT 1
652
DATE & TIME: May 10 and May 24, 2023
LOCATION:RESPONSE TO:PROJECT: NE Stockton Library & CommARCHITECT'S PROJECT #: 18118 1461 Morada Lane, Stockton, CA
OWNER: City of Stockton CONTRACTOR: Patriot Contracting LEGNED KEY:F Observation of potential unapproved Field Changes, detail changed without approved RFIC Observed work that may to not be in conformance with Contract DocumentsR Observed work where correction may require additional rework, see Repair Tracking List for examplesG General Punch List observations$ Verify total request on Pay App against these incomplete itemsS Installation preceeds Submittal submission and/or approval (revise and resubmit or rejected status) # Legend Key Location Micro Location Description1 G, F General - Interior Children's 116 General The elevated floor structure for the children’s area near the southeast corner of the building was not installed. Sleeper anchor bolt holes appear to have been drilled in the slab but anchor bolts had not been installed or were previously removed.2 G General - Exterior Courtyard Reading/Fitnes s 140 General The exterior portion of the walk off mat in the courtyard area on the east side of the building was not complete. Dowels from the building slab remained exposed.3 G General - Exterior Exterior South Exterior East Pier footings and anchor bolts for the perforated building screen on the southern and eastern faces of the building were present. Roughly 30% of the structural steel support for these screens on the south and east face of the building were installed. However, the overall quality of construction for the screen framing and anchorage appeared poor. 4 F General - Exterior Exterior South Exterior East
Modifications to the base plates and anchor bolt layouts approved in various RFIs for the perforated building screen did not appear to match field conditions. The top of pier footing elevations appeared extremely low compared to the baseplate elevations. We expect this will result in additional concrete needing to be poured and a cold joint in the footing and anchor bolt development to be present. Overall, it appears that the foundations and anchor bolts were not properly placed and the contractor has continued to make modifications to the steel framing and baseplates to accommodate.

FIELD OBSERVATION REPORT - STRUCTURAL
NE Stockton Library Site VisitOwner Request for Project Status at time of Suspension The purpose of this Report is to document the general status and progress of the Work as of the date and time noted above. The observations contained herein are not, and should not be construed as, an exhaustive or continuous on-site inspection to check the quality or quantity of the Work. The Architect neither has control over nor charge of, nor is responsible for, the construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents.

Structural
EXHIBIT 1
653
5 G, R General - Exterior Exterior South Exterior East
While unfinished, portions of the building screen support structure appeared to be out of plumb. Screen columns on the south face of the building appeared to be set close to the face of the building with an inadequate gap. The columns appeared to be roughly 4 inches clear of the wall face near gridline 8 and as close as half an inch near gridline 10 at the roof parapet. We expect the screen wall, in this condition, will cause significant impact damage to the building facade over time as it deflects from out of plane wind loads. 6 G, R General - Exterior Exterior South Exterior East
Bolted erection aides were still present for the installed building screen steel framing and, in general, appeared to be misaligned in various areas; causing gaps and misaligned framing at connections that are intended to be fully welded. Prolonged staging on the site appeared to have left damaged areas of galvanizing on the steel members that will require cleaning, removal of rust and potentially repair or replacement 7 G Site - Exterior
Masonry walls for the trash enclosure on the western end of the parking lot were roughly 95% complete and appeared to be fully grouted. A vertical control joint was installed on the back side of the enclosure but did appear to be properly sealed. Steel posts for the man door and double swing gate were installed but the door and gate framing were incomplete. The trash enclosure roof screen framing was installed but the perforated panel covering was not present. The trash enclosure roof screen framing above the masonry walls was not grouted and appeared to be supported with stacked steel shim plates. It is unclear if the enclosure roof steel framing is anchored to the top of the masonry walls. 8 G General - Exterior Courtyard Reading/Fitnes s 140 General Structural framing for the exterior canopy and accordion door located between gridlines 8.4 and 9.3 appeared substantially complete, however there appeared to be areas of exterior canopy framing that required finishes or additional weatherproofing. Structural steel framing for interior movable partitions also appeared complete.9 G, R General - Interior Various areas of the building slab-on-grade appeared to have lifted or settled. This was evident by various areas of uneven slab to column block-out transitions and widening of slab construction joints; most notably along gridlines 6 and B. 10 G,R General - Interior
Various cracks in the slab-on-grade, roughly 0.030” in width. These were most notable in the gymnasium, circulation, maker space and reading room areas. Many of the electrical/data floor boxes embedded in the slab on grade had severe localized cracking surrounding each box. 11 G General - Exterior
Lower roof (upper roof not accessible for observation)
On the lower roof area, east of gymnasium, the TPO roofing membrane had been applied over the rigid insulation but remained unfinished and felt “loose” in some areas. 12 G General - Exterior
Lower roof (upper roof not accessible for observation)
The structural steel members for the mechanical screens appeared to be fully framed but remained unscreened. Structural revisions to the roof screen layouts issued in CCD #020 did not appear to be implemented.

Structural
EXHIBIT 1
654
DATE & TIME: May 10 and May 24, 2023
LOCATION:RESPONSE TO:PROJECT: NE Stockton Library & Community Center ARCHITECT'S PROJECT #: 18118 1461 Morada Lane, Stockton, CA CONSULTANT PROJECT #: XXX OWNER: City of Stockton CONTRACTOR: Patriot Contracting LEGNED KEY:F Observation of potential unapproved Field Changes, detail changed without approved RFIC Observed work that may to not be in conformance with Contract DocumentsR Observed work where correction may require additional rework, see Repair Tracking List for examplesG General Punch List observations$ Verify total request on Pay App against these incomplete itemsS Installation preceeds Submittal submission and/or approval (revise and resubmit or rejected status) # Legend Key Location Micro Location Description
1 C Site - Exterior Trash enclosure structure is unfinished.2 C Site - Exterior No striping and signage have been installed 3 C Site - Exterior Parking Lot pavement is 95% complete, however the bulk of the site hardscape is only formed and base rock has been placed 4 C Site - Exterior
Hardscape work and site features (such as the basketball court, play area, turf pavers, and concrete work) outside of the parking lot are incomplete 5 C Site - Exterior
Stormwater basins are about 50% complete. Where one of three basins is fully complete, one is 50% complete, and the third is incomplete. All have a tremendous amount of sediment and vegetation and will not perform properly unless the sediment is removed and the vegetation properly removed 6 C Site - Exterior Basin outfalls are not complete with all fittings. 7 G Site - Exterior There are many rills in the basin slopes with erosion being rather significant. The cobble slope protection in these areas is missing 8 G Site - Exterior There is unfinished grading where some areas seem to be mounded or stockpiled

FIELD OBSERVATION REPORT - CIVIL
NE Stockton Library Site VisitOwner Request for Project Status at time of Suspension The purpose of this Report is to document the general status and progress of the Work as of the date and time noted above. The observations contained herein are not, and should not be construed as, an exhaustive or continuous on-site inspection to check the quality or quantity of the Work. The Architect neither has control over nor charge of, nor is responsible for, the construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents.

Civil
EXHIBIT 1
655
9 G Site - Exterior There are random areas of broken concrete and concrete pads that are in landscape areas, most dirt areas have concrete debris mixed into the soil 10 C Site - Exterior The large open space at the NW is not graded per plan as are the majority of the unfinished areas11 G, R Site - Exterior The basketball court and other concrete areas have been formed or partially formed and base rock has been added, however it appears to be loose and compaction is questionable. Overall the concrete quality is poor with curb widths varying, concrete chipped, foundations chipped off, finish in places is rough and unfinished 12 C Site - Exterior No light poles are installed on the site.13 G Site - Exterior Various utility risers for electrical, water, storm drain and/or sanitary sewer protrude above grade, are cracked, or are not set at the proper elevation 14 C Site - Exterior
There are no outfalls on storm drain pipes into the basin and no erosion control rock has been installed to prevent erosion. Erosion at these locations were found 15 C Site - Exterior
Storm drainage at the center of the building appears to be unfinished. The track drain is staked and formed but should not be poured as it is, the drain is not gapped correctly, the junction boxes are crooked, and elevation need to be checked. 16 C Site - Exterior The rectangular curb-o-let sections are incomplete and connections are not made17 G Site - Exterior Fire hydrants are still bagged and their functional state is not clear Civil
EXHIBIT 1
656
DATE & TIME: May 10 and May 24, 2023
LOCATION:RESPONSE TO:PROJECT: NE Stockton Library & Community Center ARCHITECT'S PROJECT #: 18118 1461 Morada Lane, Stockton, CA CONSULTANT PROJECT #: XXX OWNER: City of Stockton CONTRACTOR: Patriot Contracting LEGNED KEY:
` F Observation of potential unapproved Field Changes, detail changed without approved RFI C Observed work that may to not be in conformance with Contract DocumentsR Observed work where correction may require additional rework, see Repair Tracking List for examplesG General Punch List observations$ Verify total request on Pay App against these incomplete itemsS Installation preceeds Submittal submission and/or approval (revise and resubmit or rejected status) # Legend Key Location Micro Location Description
1 EXTERIOR 1) Exterior
2 G EXTERIOR a) Some Wall mount linears are installed, but not all3 G EXTERIOR b) Exterior bollards in the front of the building have not been installed, and the conduit to them appears incomplete. 4 G EXTERIOR c) Ev chargers have not been installed.5 G EXTERIOR d) The gate and locking system has not been installed.6 G EXTERIOR e) The F2 fixture and can lights at the entry canopy has not been installed.7 G EXTERIOR f) The exterior exit signs have not been installed.8 G EXTERIOR g) The basketball court lights have not been aimed

FIELD OBSERVATION REPORT - ELECTRICAL
NE Stockton Library Site VisitOwner Request for Project Status at time of Suspension The purpose of this Report is to document the general status and progress of the Work as of the date and time noted above. The observations contained herein are not, and should not be construed as, an exhaustive or continuous on-site inspection to check the quality or quantity of the Work. The Architect neither has control over nor charge of, nor is responsible for, the construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents.

ELECTRICAL
EXHIBIT 1
657
9 G EXTERIOR h) The sign on the front of the building has not been installed. 10 G EXTERIOR i) The shade structure and lights have not been installed.11 G EXTERIOR j) The farmer’s market pedestal has not been installed.12 G EXTERIOR k) Irrigation system controller was installed, there is a conduit for it, but no wires have been connected.1314 ELECTRICAL ROOM 2) Electrical room15 G ELECTRICAL ROOM a) The electrical service, and PG&E meter has been installed. All of the breakers had Collins Electric lockoff’s installed.16 R ELECTRICAL ROOM b) The solar inverters were to be installed on the roof.

Because they were not installed on the roof, more equipment has been added to the electrical room and interferes with the PG&E required clearance. The inverters are to be moved to the roof and rewired. 17 R ELECTRICAL ROOM
c) The circuit breaker panel for the solar system was
not submitted. It’s a load center and does not match the construction or specifications for the project. Also, the cover was removed and sitting on the floor. It’s unclear if the solar electric system was generating power and the system left in an unsafe condition. 18 R ELECTRICAL ROOM d) There is an empty loose conduit hanging from the wall above the door. The conduit work within the room is incomplete.
19 G ELECTRICAL ROOM e) The fire alarm system was closed, but it’s unclear as to the completeness of the system.

ELECTRICAL
EXHIBIT 1
658
20 G ELECTRICAL ROOM
f) The electrical panels were initially locked. An
electrician came and opene the panels.. Directories have not been installed, interconnections of the panels to the BMS system has not been installed. 21 G ELECTRICAL ROOM g) Sheetrock around the panels was incomplete.2223 MEHCANICAL ROOM 3) Mechanical Room24 S MEHCANICAL ROOM a) Lighting, outlets, and connection for the water meter into the BMS system have not been completed.2526 GYM 4) Gym27 G GYM a) The backstop motors have no been connected. Loose cable was hanging from the mtoors. I didn’t notice the conduit to connect them. 28 G GYM
b) The operable window system has loose and
unconnected wire hanging from the windows. The control system has not been installed. 29 G GYM c) The porter control system has not been installed.30 G GYM d) No scoreboards.31 G GYM e) Floor outelts for the scorekeeper have not been installed.3233 STORAGE 102 5) Storage Room 10234 S STORAGE 102 a) The BMS control system was installed surface
mounted on the walls with unistruct, gutters and exposed conduit. The submittals for the BMS were never approved as we had asked them to locate their control modules on plans to avoid this situation 35 ELECTRICAL
EXHIBIT 1
659
36 THROUGHOUT 6) Data Throughout
37 G THROUGHOUT
a) The IDF racking has not been installed. Cables are
pulled and hanging from jack and conduit stubs and coiled where racks were to be installed. 38 G THROUGHOUT b) None of the control system that are to be installed in the racks were installed because the racks weren’t.3940 BATHROOMS 7) Bathrooms41 R BATHROOMS a) Unravelling Flex conduit is sticking out of the wall. Outlets and lights are not installed, but fire alarm was.42 G BATHROOMS b) Hand dryers, outlets, water heaters, etc are incomplete or missing.4344 HAL 106 8) Hall 10645 R HAL 106 a) The pendant fixtures are too tight to the duct work, and some fixtures appear to be supporting the duct work and are no longer level. 4647 CIRCULATION 9) Circulation48 R CIRCULATION a) There was still outstanding isssues as to the number of circuit and data drops. No work has been done here.49 R CIRCULATION b) The F1 Fixture in the cloud element has too many joints in the lensing. At the T interconnections, there is a mitered 45 degree joint and then 9” away in both directions is a straight joint. These joints are visible with the lights off and would be more visible with the light on.

ELECTRICAL
EXHIBIT 1
660
50 S CIRCULATION
c) The BMS displays have not been installed and it’s
unclear how much of the system has been installed. There was no interfacing of the electrical panels nor the water meter. 5152 STACKS 10)Stacks53 R STACKS
a) The linear light fixtures have not been tightened to be in a straight run and excess suspension wire for the fixtures are hanging off the fixtures. 54 G STACKS b) Floor outlets are not complete.5556 THROUGHOUT 11)Other Areas57 G THROUGHOUT a) Only selected lights have been installed.58 G THROUGHOUT b) Wall Outlet boxes have been installed, but no outlets.59 R THROUGHOUT c) It was noted that as in previous inspections, electrical outlet boxes are too deep in the wall. The Code allows 1/8” gap between the face of wall and the edge of the outlet box, but there are some in the multipurpose ½” deep. 60 G THROUGHOUT d) Floor outles have not been installed.61

ELECTRICAL
EXHIBIT 1
661
DATE & TIME: May 10 and May 24, 2023
LOCATION:RESPONSE TO:PROJECT: NE Stockton Library & Community Center ARCHITECT'S PROJECT #: 18118 1461 Morada Lane, Stockton, CA CONSULTANT PROJECT #: XXX OWNER: City of Stockton CONTRACTOR: Patriot Contracting LEGNED KEY:F Observation of potential unapproved Field Changes, detail changed without approved RFIC Observed work that may to not be in conformance with Contract DocumentsR Observed work where correction may require additional rework, see Repair Tracking List for examplesG General Punch List observations$ Verify total request on Pay App against these incomplete itemsS Installation preceeds Submittal submission and/or approval (revise and resubmit or rejected status) # Legend Key Location Micro Location Description
1 G General - Interior & Exterior Roof / Ceiling Provide equipment labels per Specification Section 23 00 50 – 2.12 A. 2 G General - Interior & Exterior Roof / Ceiling Temporary construction filters observed in some mechanical units. Provide new air filters (MERV rating per schedules on drawings). 3 G General - Interior & Exterior Roof / Ceiling After HVAC systems are fully installed, contractor shall perform start-up, and test and balance per Specification Section 23 05 93.4 G General - Interior & Exterior Roof / Ceiling Piping shall be labeled per Specification Section 23 00 50 – 2.13.5 G General - Interior Ceiling A few grilles and air distribution items were observed as open. These shall be closed off during construction to protect against dust intrusion. 6 G General - Exterior Roof Attach EF-3 to curb. Unit appears to not be screwed down.

FIELD OBSERVATION REPORT - MECHANICAL
NE Stockton Library Site VisitOwner Request for Project Status at time of Suspension The purpose of this Report is to document the general status and progress of the Work as of the date and time noted above. The observations contained herein are not, and should not be construed as, an exhaustive or continuous on-site inspection to check the quality or quantity of the Work. The Architect neither has control over nor charge of, nor is responsible for, the construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents.

MECHANICAL
EXHIBIT 1
662
7 G, R General - Interior Ceiling
A few instances of flexible duct are “pinched” where they attach to ceiling grilles/diffusers. Flexible ductwork shall be installed to minimize sharp radius turns and offsets per Specification Section 23 80 00 – 3.10 I. 8 G General - Interior Telecom 126
Control system: Alerton and LG control panels installed but unable to confirm level of progress. Assumed substantial start-up and control sequencing work still to be completed. 9 G General - Interior Electrical 104 SAC -1 installation incomplete; missing thermostat and condensate. 10 G General - Exterior Roof AC-1 and AC-2 installation incomplete; missing thermostats. AC-1 covered with tarp; unable to observe progress of work. 11 G General - Exterior Roof Secure condensate piping at discharge to roof drain (piping is detached from ‘Dura- Blok’). 12 G General - Exterior Roof Discharge condensate at primary roof drain (currently routed to overflow drain).13 G General - Interior Provide equipment identification labels per Specification Section 22 00 50 – 2.16.14 G General - Interior Provide pipe identification labels per Specification Section 22 00 50 – 2.17.15 G General - Interior Mech / Fire Riser 105 Gas shut-off valve at building service riser shall be provided with signage on wall per 6/P500.16 G Various plumbing pipes observed to be open; contractor shall close ends of open pipes during construction.17 G, R General - Exterior Segment of horizontal rainwater piping appears to have partially damaged insulation, and needs to be repaired.18 G General - Exterior Roof Provide counter flashing and vandal-proof cap at vents thru roof per Specification Section 22 00 50 – 3.10 G.
19 G General - interior Provide closed-cell vinyl covers at accessible fixtures for exposed waste piping per Specification Section 22 40 00 – 2.9.20 G General - Exterior Clean debris on roof, especially at roof drains.21 G General - Interior Rooms 127, 128, and 129 Complete plumbing fixture installation at Locker and Restroom core22 G General - Interior Rooms 120 & 121 Instantaneous water heaters at rooms 120 and 121 missing; complete installation.23 G General - Exterior Mechnical 105 Domestic water piping in mechanical room shall be insulated.24 G General - Exterior Mechnical 105 EWH-1 missing expansion tank strap, thermometer, and gate valve per 3/P500.

MECHANICAL
EXHIBIT 1
663
25 G General - Exterior Custodian 103 Sanitary Sink installation incomplete in Custodian 103.

MECHANICAL
EXHIBIT 1
664
DATE & TIME: May 10 and May 24, 2023
LOCATION:RESPONSE TO:PROJECT: NE Stockton Library & Community Center ARCHITECT'S PROJECT #: 18118 1461 Morada Lane, Stockton, CA CONSULTANT PROJECT #: XXX OWNER: City of Stockton CONTRACTOR: Patriot Contracting LEGNED KEY:F Observation of potential unapproved Field Changes, detail changed without approved RFIC Observed work that may to not be in conformance with Contract DocumentsR Observed work where correction may require additional rework, see Repair Tracking List for examplesG General Punch List observations$ Verify total request on Pay App against these incomplete itemsS Installation preceeds Submittal submission and/or approval (revise and resubmit or rejected status) # Legend Key Location Micro Location Description
1 G General - Interior Mech / Fire Riser 105
EWH-1 located in Mech / Fire Riser 105: Per detail 3 – P500 the following are incomplete: expansion tank strap not installed, thermometer missing, temp sensor incomplete, gate valve after circulation pump missing. 2 G General - Interior Custodian 103 Mop Sink Fixture not installed3 G General - Interior Men’s Restroom 127 and Women’s Restroom 128 Plumbing fixtures not installed. 4 G General - Interior Restroom C IWH-2 - plumbing fixtures not installed 5 G General - Interior Restroom 122 IWH-3 – electrical connections incomplete 6 G General - Interior Admin 123 IWH-1 – Not installed 7 G General - Interior Admin123 cabinetry / plumbing fixtures not installed.

FIELD OBSERVATION REPORT - COMMISSIONING
NE Stockton Library Site VisitOwner Request for Project Status at time of Suspension The purpose of this Report is to document the general status and progress of the Work as of the date and time noted above. The observations contained herein are not, and should not be construed as, an exhaustive or continuous on-site inspection to check the quality or quantity of the Work. The Architect neither has control over nor charge of, nor is responsible for, the construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents.

Cx
EXHIBIT 1
665
8 G
Equipment Identification missing per Spec Section 23 00 50 - 2.12 A: Identify each piece of equipment with a permanently attached engraved bakelite plate, 1/2 inch high white letters on black background. 9 G General - Interior Electrical 104 SAC-1 – Condensate line not installed. Thermostat not installed. 10 G General - Interior Telecom 126 SAC-2 – Thermostat not installed 11 G General - Exterior Roof AC-1 and AC-2 thermostats not installed. Roof mounting installation incomplete. 12 G General - Interior Cafe 112 FCU-9 – Electrical disconnect installation incomplete. 13 G General - Interior Teen Area 114 FCU- 7 – Thermostat with incorrect label 14 G General - Interior Maler / activity Space 113 FCU- 8 – Thermostat with incorrect label and electrical disconnect not installed 15 G General - Interior Admin 123 FCU-1 – electrical disconnect not installed 16 G General - Interior Living Room 115 FCU-6 – electrical disconnect not installed 17 G General - Interior Fitness 107 FCU – 12 Thermostat not installed 18 G General - Interior Lighting control installation not complete. Several areas without lighting controls. 19 G General - Interior Storage 102 Wiring not complete for lighting control panels found in storage 10220 G General - Interior PANEL HV – missing circuit breakers for AC-1 / AC-2 21 G General - Interior Panelboard circuit breakers incomplete. RFIs noticed on panelboards calling out for replacement of circuit breakers. 22 G General - Interior Electrical 104 Electrical connections to the inverters found in electrical room 104 incomplete. 23 G Landscape Landscape contractor activities have not started. All landscape construction activities incomplete.

Cx
EXHIBIT 1
666
24 G
•Electrical – Lighting -After installation of lighting controls and panels are complete, lighting startup can take place. -Lighting Programming to be complete -Electrical contractor to Provide Lighting Startup Report -Lighting T-24 Acceptance Testing will require a Acceptance Test Technician Certification Provider (ATTCP) -T-24 Acceptance Testing documents to provided to Commissioning Agent for review. 25 G
•Plumbing -After installation is complete on the electric water heater and instantaneous water heaters, start-up can take place. -Contractor to adjust temperature to meet setpoints. 26 G
•HVAC -After installation is complete of the HVAC equipment and electrical connections and breakers installed, mechanical contractor start-up tech can begin startup of the units. -Contractor to provide start-up reports of all HVAC equipment 27 G
•Controls -Controls contractor can begin start-up and begin programming. -Controls contractor to provide point-to-point report to commissioning agent for review. 28 G
•Photovolteic -Completion of all wiring to be complete prior to startup. -Contractor to provide startup reports for the system. 29 G •Irrigation Irrigation installation phase not complete. Not ready for startup 30 G •TAB of HVAC Equipment -Prior to test and balance of HVAC equipment, mechanical contractor to replace all construction filters with 2” MERV-13 filters. -After successful startup, TAB contractor to begin testing and balancing of HVAC equipment.-TAB report to be provided to Commissioning Agent for review. -Mechanical contractor to provide mechanical T-24 Acceptance Forms. 31 G •Commissioning agent will be functionally testing HVAC & Controls, Lighting, Plubming Equipment, Photovoltaic and Irrigation.

Cx
EXHIBIT 1
667
DATE & TIME: May 10 and May 24, 2023
LOCATION:RESPONSE TO:PROJECT: NE Stockton Library & Community Center ARCHITECT'S PROJECT #: 18118 1461 Morada Lane, Stockton, CA CONSULTANT PROJECT #: XXX OWNER: City of Stockton CONTRACTOR: Patriot Contracting LEGNED KEY:F Observation of potential unapproved Field Changes, detail changed without approved RFIC Observed work that may to not be in conformance with Contract DocumentsR Observed work where correction may require additional rework, see Repair Tracking List for examplesG General Punch List observations$ Verify total request on Pay App against these incomplete itemsS Installation preceeds Submittal submission and/or approval (revise and resubmit or rejected status) # Legend Key Location Micro Location Description
1 G Exterior Provide nameplates on all PV electrical equipment. 2 G Interior Cover plate and door for Load Center ‘PV-1’ was not installed. Panel mounting, circuit breakers and wire install were complete. 3 G Interior
Inverters INV-1 & INV-2 located within Electrical room not “Low Roof”. No issue.

FIELD OBSERVATION REPORT - PV
NE Stockton Library Site VisitOwner Request for Project Status at time of Suspension The purpose of this Report is to document the general status and progress of the Work as of the date and time noted above. The observations contained herein are not, and should not be construed as, an exhaustive or continuous on-site inspection to check the quality or quantity of the Work. The Architect neither has control over nor charge of, nor is responsible for, the construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents.

PV
EXHIBIT 1
668

EXHIBIT D
Schedule

EXHIBIT 1
669
Activity ID Activity Description Duration
(Work-Days)
Start Finish Predecessors Successors
NE Stoc NE Stockton Library & Community Center Re-Start 1129d 01-Jul-21 A 11-Dec-25 Project Project Re-Start Activities 495d 20-Apr-23 A 10-Apr-25 A2190 Project Suspension 1d 20-Apr-23 A 08-Nov-24 6, A1740 A2200A2200 Project Restart 0d 11-Nov-24 A2190 A2210, A1870, A2080, A1800, A2220, A1540A2210 Remobilize Subcontractors 20d 11-Nov-24 10-Dec-24 A2200 107, A1760, 162, 175, A1280, A1290, A2020, 28, A1890, A2320, A2470, A2480, A2420, A2450, A2670
A2480 Initial Fire Damage Investigation 10d 11-Dec-24 24-Dec-24 A2210 A2460, A2500, A2700, 243, 246A2490 Final Fire Damage Investigation 10d 28-Mar-25 10-Apr-25 A2500 A2540, A2550, A2570, A2640, A2780 Pre-Con Pre-Construction Activities 701d 27-Oct-22 A 30-Sep-25 Submitta Submittal & Material Ordering 701d 27-Oct-22 A 30-Sep-25 A1870 CCD 18 Gate & Fence Changes 15d 27-Oct-22 A 03-Dec-24 A2200 276, A1660A2080 Owner EQ-15 Procurement 15d 23-Nov-22 A 03-Dec-24 A2200 257A1800 CCD 20 Mechanical Screen Wall Changes 15d 20-Dec-22 A 03-Dec-24 A2200 A1910A2220 Flatwork Rebar Submittal 15d 10-Apr-23 A 03-Dec-24 A2200 A2310A1540 CCD 4 shade structure fabrication 30d 11-Nov-24 24-Dec-24 A1530, A1640, A2200 A1550A1890 Owner provided Ext. Bldg. Sign Support Design 15d 11-Dec-24 02-Jan-25 A1880, A2210 A1900A1900 Exterior Bldg. Sign Fabrication 30d 03-Jan-25 13-Feb-25 A1890 A1620Mechanical 120d 11-Dec-24 30-May-25 A2420 Mechanical Equipment Fabrication 120d 11-Dec-24 30-May-25 A2210 A1760, A2620, A2520 Electrica Electrical 120d 11-Dec-24 30-May-25
A2450 Electrical Equipment Fabrication 120d 11-Dec-24 30-May-25 A2210 A2530, A2560 Curtain Curtain Wall / Glazing 120d 26-Dec-24 13-Jun-25 A2460 Curtain Wall / Glazing Fabrication 120d 26-Dec-24 13-Jun-25 A2480 A2610, A2650, A2770 Flooring 65d 11-Dec-24 13-Mar-25
A2470 FSC Flooring Fabrication 65d 11-Dec-24 13-Mar-25 A2210 A2250 Exterior Exterior Siding 120d 11-Apr-25 30-Sep-25
A2640 Exterior Siding Procurement 120d 11-Apr-25 30-Sep-25 A2490 A2820, A2830 Ceiling G Ceiling Grid 120d 11-Dec-24 30-May-25
A2670 Ceiling Grid Procurement 120d 11-Dec-24 30-May-25 A2210 A2660 Constru Construction 1129d 01-Jul-21 A 11-Dec-25
18 Anticipated Rain/ Weather Day 0d 09-Oct-25 09-Oct-25 308 309UG Wet Utilities 40d 01-Jul-21 A 10-Jan-25 28 Storm Drain 40d 01-Jul-21 A 10-Jan-25 25, A2210 A1160 Trash Cl Trash Closure 7d 11-Dec-24 19-Dec-24
107 Install Roof 3d 11-Dec-24 13-Dec-24 106, A2210 108, 176108 Install Sheet Metal 1d 16-Dec-24 16-Dec-24 107 109109 Paint metal structure and gates 3d 17-Dec-24 19-Dec-24 108 300 Roof - Li Roof - Library Area and Canopy 734d 15-Jun-22 A 05-May-25 122 Install walking pads - LC 5d 15-Jun-22 A 06-Feb-25 A1950 123A1910 CCD 20 Structural Steel Fabrication 25d 04-Dec-24 09-Jan-25 A1800 A1920A1920 CCD 20 Remove & Replace Roof 5d 10-Jan-25 16-Jan-25 A1910 A1930A2740 Replace Fire Damaged SS 60d 10-Jan-25 03-Apr-25 A2500 A2680A1930 CCD 20 Install New Screen Wall Structural Supports 3d 17-Jan-25 21-Jan-25 A1920 A1940A1940 Frame Equipment Screen Walls 5d 22-Jan-25 28-Jan-25 A1930 A1950 ul A S Oct N D Jan F M Apr M Jun Jul A S Oct N D Jan F Mar Apr M Jun ul 2025 2026
Project Suspension
Project Restart
Remobilize Subcontractors
Initial Fire Damage Investigation
Final Fire Damage Investigation
CCD 18 Gate & Fence ChangesOwner EQ-15 ProcurementCCD 20 Mechanical Screen Wall ChangesFlatwork Rebar Submittal CCD 4 shade structure fabrication
Owner provided Ext. Bldg. Sign Support Design
Exterior Bldg. Sign Fabrication
Mechanical Equipment FabricationElectrical Equipment Fabrication Curtain Wall / Glazing Fabrication
FSC Flooring Fabrication
Exterior Siding Procurement
Ceiling Grid Procurement
Anticipated Rain/ Weather Day
Storm Drain
Install Roof
Install Sheet Metal
Paint metal structure and gates
Install walking pads - LC
CCD 20 Structural Steel Fabrication
CCD 20 Remove & Replace Roof
Replace Fire Damaged SS
CCD 20 Install New Screen Wall Structural Supports
Frame Equipment Screen Walls
Start Date: 22-Feb-21Finish Date: 11-Dec-25Data Date: 02-Aug-24Run Date: 13-Aug-24 09:49Page 1 of 6 Hammock ActivityActual Level of EffortActual WorkNon-Critical WorkCritical WorkMilestone Critical Milestones
NE Stockton Library Community Center Re-Start
EXHIBIT 1
670
Activity ID Activity Description Duration
(Work-Days)
Start Finish Predecessors Successors
A1950 Install Sheet Metal Siding 5d 29-Jan-25 04-Feb-25 A1940 298, 122, 123A2680 Remove / Replace Roofing @ Fire Damage Area 20d 04-Apr-25 01-May-25 A2740 A2600, 123123 Roof cleanup - LC 1d 02-May-25 02-May-25 119, 120, 121, 122, A1950, A2680
124, 133
124 Final roof manufacturer's warranty inspection - LC 1d 05-May-25 05-May-25 123 309 Roof - B Roof - Basketball Court Area & Canopy 2d 05-May-25 06-May-25 133 Roof cleanup - Gym 1d 05-May-25 05-May-25 131, 132, 123 134134 Final roof manufacturer's warranty inspection - Gym 1d 06-May-25 06-May-25 133 295 Building Building Rough-in - Library Area 187d 26-Dec-24 18-Sep-25 A2500 Fire Damage Demolition 65d 26-Dec-24 27-Mar-25 A2480 A2490, A2740, A2510, A2630A2510 Smoke Seal 20d 28-Mar-25 24-Apr-25 A2500 A2600, A2590A2550 Repair/Replace Fire Sprinkler 10d 11-Apr-25 24-Apr-25 A2490 A2600A2540 Repair/Replace Plumbing 15d 11-Apr-25 01-May-25 A2490 A2600A2590 Reframe Walls @ Fire Damage Area 5d 25-Apr-25 01-May-25 A2510 A2570A2560 Repair/Replace Low Voltage & Fire Alarm 30d 02-Jun-25 14-Jul-25 A2450 A2600, A2660A2520 Repair/Replace Mechanical Ducting 50d 02-Jun-25 11-Aug-25 A2420 A2600, A1760, A2620, A2660A2530 Repair/Replace Electrical 50d 02-Jun-25 11-Aug-25 A2450 A2600, A2570, A1760A2620 AHU Install & Fit-up 7d 12-Aug-25 20-Aug-25 A2520, A2420 A1760, A2660, A2810A2810 Replace Control Wiring 10d 21-Aug-25 04-Sep-25 A2620 A1760A1760 AHU Start-Up 5d 05-Sep-25 11-Sep-25 A1740, A2210, A2520, A2530, A2420, A2620, A2610, A2810
A1720, A1770, A2320
A1770 Bldg. Conditioning 5d 12-Sep-25 18-Sep-25 A1760, A1790 A1720, A1690, 200, A1060, A1650, A2060, A2070, A1340, 308
Building Building Rough-in - Basketball Court Area 0d 02-Aug-24 02-Aug-24 160 Final MEPs rough Inspection - Gym 0d 02-Aug-24 153, 154, 157, 158, 156 161161 All other inspections ( Includes Fire Marshal Inspection) - Gym 0d 02-Aug-24 155, 159, 160, 156 162 Exterior Exterior - Library Area 233d 16-Dec-24 12-Nov-25 176 Install decorative Screen posts - LC 5d 16-Dec-24 20-Dec-24 169, 107 177, A2720177 Install Decorative Screens - LC 10d 23-Dec-24 07-Jan-25 176 A2310A2630 Repair / Replace Exterior Siding Assembly @ Fire Damage Area 20d 28-Mar-25 24-Apr-25 A2500 170, A1620, A2690A1620 Install new exterior Building Sign to Building 5d 25-Apr-25 01-May-25 169, A1900, A2000, A2630 298A2650 Replace Damaged Glazing 15d 16-Jun-25 07-Jul-25 A2460 A2760A2610 Repair / Replace Curtain Wall 45d 16-Jun-25 18-Aug-25 A2460 A2230, A1760, A1270, A2750A2760 Install ADA Windows 20d 08-Jul-25 04-Aug-25 A2650 A1270A2570 Repair/Replace Storefronts 15d 12-Aug-25 02-Sep-25 A2490, A2590, A2530 A2600A2750 Modify Flashing at Curtainwalls 20d 19-Aug-25 16-Sep-25 A2610 A1270A1270 Water Intrusion Test 0d 17-Sep-25 172, A2610, A2750, A2760 174A2820 Remove & Replace Damaged Siding 20d 01-Oct-25 28-Oct-25 A2640 170170 Paint Exterior siding - LC 10d 29-Oct-25 11-Nov-25 169, A1320, A2000, A2630, A2820
174, 175, 184
174 GC Exterior Envelope Check - LC 1d 12-Nov-25 12-Nov-25 170, 171, 172, A1000, A1290, A1270
175
Exterior Exterior - Basketball Court Area 161d 28-Mar-25 12-Nov-25 A2690 Repair / Replace Exterior Siding Assembly 20d 28-Mar-25 24-Apr-25 A2630 184A2770 Repair / Replace Glazing, Curatinwalls & Doors 20d 16-Jun-25 14-Jul-25 A2460 A2600 ul A S Oct N D Jan F M Apr M Jun Jul A S Oct N D Jan F Mar Apr M Jun ul 2025 2026
Install Sheet Metal Siding
Remove / Replace Roofing @ Fire Damage AreaRoof cleanup - LC Final roof manufacturer's warranty inspection - LCRoof cleanup - GymFinal roof manufacturer's warranty inspection - Gym Fire Damage Demolition
Smoke SealRepair/Replace Fire Sprinkler
Repair/Replace PlumbingReframe Walls @ Fire Damage Area Repair/Replace Low Voltage & Fire Alarm
Repair/Replace Mechanical DuctingRepair/Replace Electrical AHU Install & Fit-up
Replace Control Wiring
AHU Start-Up
Bldg. Conditioning
Final MEPs rough Inspection - GymAll other inspections ( Includes Fire Marshal Inspection) - Gym Install decorative Screen posts - LC
Install Decorative Screens - LC
Repair / Replace Exterior Siding Assembly @ Fire Damage Area Install new exterior Building Sign to Building
Replace Damaged Glazing
Repair / Replace Curtain Wall
Install ADA Windows
Repair/Replace Storefronts
Modify Flashing at CurtainwallsWater Intrusion Test
Remove & Replace Damaged Siding
Paint Exterior siding - LC
GC Exterior Envelope Check - LC
Repair / Replace Exterior Siding Assembly
Repair / Replace Glazing, Curatinwalls & Doors
Start Date: 22-Feb-21Finish Date: 11-Dec-25Data Date: 02-Aug-24Run Date: 13-Aug-24 09:49Page 2 of 6 Hammock ActivityActual Level of EffortActual WorkNon-Critical WorkCritical WorkMilestone Critical Milestones
NE Stockton Library Community Center Re-Start
EXHIBIT 1
671
Activity ID Activity Description Duration
(Work-Days)
Start Finish Predecessors Successors
A2830 Remove & Replace Damaged Siding 1d 01-Oct-25 01-Oct-25 A2640 184184 Paint Exterior siding - Gym 10d 29-Oct-25 11-Nov-25 183, A1010, 170, A2010, A2690, A2830
188, 189
188 Exterior Completion - Gym 0d 12-Nov-25 185, 184, 186, A1020 300189 Install MEP finishes 1d 12-Nov-25 12-Nov-25 185, 184, A1020 295 Building Building Finishes - Library Area 155d 11-Apr-25 18-Nov-25 A2780 Owner Direction Slab Remediation 10d 11-Apr-25 24-Apr-25 A2490 A2600A2230 Raised Floor Frame 7d 19-Aug-25 27-Aug-25 A2610 A2250A2250 Raised Floor Plywood 3d 28-Aug-25 02-Sep-25 A2230, A2470 222A2600 Repair / Replace / Patch Drywall 20d 03-Sep-25 30-Sep-25 A2530, A2520, A2560, A2570, A2540, A2550, A2510, A2680, A2770, A2780
219, A2660
A1340 Cabinet & Wallcovering Mockup 1d 18-Sep-25 18-Sep-25 A1770 201A1690 Floor Prep 7d 19-Sep-25 29-Sep-25 A1680, A1770, A2020 222, A1040, 214, A1670, 201, A2790222 Install floor coverings A - LC 7d 24-Sep-25 02-Oct-25 199, A1690, A2250 223, 224, A1070A1040 Tile Office Area - LC 8d 30-Sep-25 09-Oct-25 196, A1030, 214, A1690 208, 216, A1670214 Tile Locker Room - LC 12d 30-Sep-25 15-Oct-25 196, A1030, 199, A1690 208, 216, A1040A2790 Install Lithocrete 15d 30-Sep-25 20-Oct-25 A1690 224, A2300219 Fire extinguisher cabinets - LC 5d 01-Oct-25 07-Oct-25 199, A2600 225, 223201 Install Cabinets and vanities - LC 20d 01-Oct-25 28-Oct-25 199, A1340, A1670, A1690 202A2660 Re-Install Ceiling Grid 20d 01-Oct-25 28-Oct-25 A2670, A2520, A2600, A2560, A2620
A2060, A2070
A1070 Install floor coverings B - LC 7d 02-Oct-25 10-Oct-25 199, 222, A1650 223, 224, 215, 198A1670 Kitchen Tile 8d 10-Oct-25 21-Oct-25 A1040, A1690 201215 Wall Covering A - LC 3d 13-Oct-25 15-Oct-25 196, A1030, A1070 203, 204, 218, A1050198 Install interior trims - LC 5d 13-Oct-25 17-Oct-25 196, A1030, A1070 207A1050 Wall Covering B - LC 7d 13-Oct-25 21-Oct-25 196, A1030, 215 203, 204, 218, A1700223 Install EQ-01, 02, 03, 04, 05, 06, 07, 08, 11, 20, & 21 (OFCI) - LC 7d 14-Oct-25 22-Oct-25 222, A1070, 219, 259 225, 227, 262216 Bathroom accessories - LC 3d 16-Oct-25 20-Oct-25 214, A1040 225207 HVAC final inspection - LC 0d 17-Oct-25 206, 198 220, 221221 Air balancing & HVAC final inspection - LC 5d 20-Oct-25 24-Oct-25 207 225, 253203 Install electrical finish - LC 10d 20-Oct-25 31-Oct-25 199, 200, 215, A1050, A1060 205224 Install entrance grill - LC 2d 21-Oct-25 22-Oct-25 222, A1070, A2790 225A2300 Security Gates 10d 21-Oct-25 03-Nov-25 A2790 A1700218 Install signage - LC 5d 22-Oct-25 28-Oct-25 199, 215, A1050 225204 Install low voltage finishes - LC 10d 28-Oct-25 10-Nov-25 199, 200, 215, A1050, A1060, A1700
205, 320
A2060 Install Acoustical Ceiling Tile A 3d 29-Oct-25 31-Oct-25 200, A1770, A2660 210A2070 Install Acoustical Ceiling Tile B 3d 29-Oct-25 31-Oct-25 A1060, A1770, A2660 210202 Install countertops - LC 5d 29-Oct-25 04-Nov-25 201 208225 GC punch list - LC 7d 29-Oct-25 06-Nov-25 197, 216, 217, 218, 219, 224, 221, 223
226
210 Fire sprinkler finish - LC 5d 03-Nov-25 07-Nov-25 A2060, A2070 211, 212212 Life/safety finish - LC 5d 03-Nov-25 07-Nov-25 200, 199, A1060, 210 213A1700 Final Paint 5d 04-Nov-25 10-Nov-25 A1050, A2300 204208 Plumbing finish - LC 5d 05-Nov-25 11-Nov-25 199, 202, 214, A1040 209 ul A S Oct N D Jan F M Apr M Jun Jul A S Oct N D Jan F Mar Apr M Jun ul 2025 2026
Remove & Replace Damaged Siding
Paint Exterior siding - Gym
Exterior Completion - GymInstall MEP finishes
Owner Direction Slab Remediation
Raised Floor Frame
Raised Floor Plywood
Repair / Replace / Patch Drywall
Cabinet & Wallcovering Mockup
Floor Prep
Install floor coverings A - LC
Tile Office Area - LC
Tile Locker Room - LC
Install Lithocrete
Fire extinguisher cabinets - LC
Install Cabinets and vanities - LCRe-Install Ceiling Grid Install floor coverings B - LC
Kitchen Tile
Wall Covering A - LC
Install interior trims - LC
Wall Covering B - LC
Install EQ-01, 02, 03, 04, 05, 06, 07, 0
Bathroom accessories - LC
HVAC final inspection - LC
Air balancing & HVAC final inspection -
Install electrical finish - LC
Install entrance grill - LC
Security Gates
Install signage - LC
Install low voltage finishes - LC
Install Acoustical Ceiling Tile AInstall Acoustical Ceiling Tile B Install countertops - LC
GC punch list - LC
Fire sprinkler finish - LCLife/safety finish - LC
Final PaintPlumbing finish - LC
Start Date: 22-Feb-21Finish Date: 11-Dec-25Data Date: 02-Aug-24Run Date: 13-Aug-24 09:49Page 3 of 6 Hammock ActivityActual Level of EffortActual WorkNon-Critical WorkCritical WorkMilestone Critical Milestones
NE Stockton Library Community Center Re-Start
EXHIBIT 1
672
Activity ID Activity Description Duration
(Work-Days)
Start Finish Predecessors Successors
226 Cleanup - LC 3d 07-Nov-25 11-Nov-25 225 227211 Fire sprinkler inspection - LC 1d 10-Nov-25 10-Nov-25 210 220, 302213 Final life/safety inspection - LC 1d 10-Nov-25 10-Nov-25 212 220, 302205 Final electrical inspection - LC 1d 11-Nov-25 11-Nov-25 203, 204, 144 220, 301209 Final plumbing inspection - LC 1d 12-Nov-25 12-Nov-25 208 220227 Architect/ Owner Punch list - LC 3d 12-Nov-25 14-Nov-25 226, 223 295, 220220 Touchup paint - LC 2d 17-Nov-25 18-Nov-25 205, 207, 209, 211, 213, 227 300 Building Building Finishes - Basketball Court Area 238d 11-Dec-24 17-Nov-25 A2020 Owner Direction Slab Remediation 10d 11-Dec-24 24-Dec-24 234, A1710, A2210 A1720, A1690243 HVAC final inspection - Gym 1d 26-Dec-24 26-Dec-24 242, A2480 252246 Fire sprinkler finish - Gym 5d 26-Dec-24 02-Jan-25 234, A1080, A2480 247A2700 Repair / Replace / Patch Drywall 15d 26-Dec-24 16-Jan-25 A2480 A2710247 Fire sprinkler inspection - Gym 1d 03-Jan-25 03-Jan-25 246 252, 302A2710 Re-Paint Gym 15d 17-Jan-25 06-Feb-25 A2700 A1720, 254, A1310, 257257 Install EQ-15 (OFCI) - Gym 3d 07-Feb-25 11-Feb-25 238, A1080, A2080, A2710 260, A1300254 Install bench frames - Gym 5d 07-Feb-25 13-Feb-25 234, A2710 258, A1720A1310 Install Laminate Panels 10d 07-Feb-25 20-Feb-25 238, A1740, A2710 260, 240, 251, 250, 248, 237, 239258 Install Bench finishes - Gym 4d 14-Feb-25 19-Feb-25 254 260240 Install low voltage finishes - Gym 5d 21-Feb-25 27-Feb-25 238, A1310 241248 Life/safety finish - Gym 5d 21-Feb-25 27-Feb-25 238, A1310 249250 Install signage - Gym 5d 21-Feb-25 27-Feb-25 238, A1310 252251 Fire extinguisher cabinets - Gym 5d 21-Feb-25 27-Feb-25 238, A1310 252237 Install interior trims - Gym 7d 21-Feb-25 03-Mar-25 234, 238, A1310 260239 Install electrical finish - Gym 10d 21-Feb-25 06-Mar-25 238, A1310 241249 Final life/safety inspection - Gym 1d 28-Feb-25 28-Feb-25 248 252, 302241 Final electrical inspection - Gym 1d 07-Mar-25 07-Mar-25 239, 240, 144 252, 301, 306A1720 Floor Prep - Gym 4d 19-Sep-25 24-Sep-25 A1710, A1760, A1770, A2020, 254, A2710
256, 244
244 Plumbing finish - Gym 3d 25-Sep-25 29-Sep-25 238, A1720 245, 306256 Install floor Gym coverings - Gym 6d 25-Sep-25 02-Oct-25 238, A1720 259, 260, A1090, 255A1090 Install floor coverings Storage - Gym 5d 26-Sep-25 02-Oct-25 238, 256 259, 260245 Final plumbing inspection - Gym 1d 30-Sep-25 30-Sep-25 244 252252 Touchup paint - Gym 7d 01-Oct-25 09-Oct-25 241, 243, 245, 247, 249, 250, 251
260
259 Install bleachers - Gym 7d 03-Oct-25 13-Oct-25 256, A1090 260, 223255 Install Gymnasium equipments - Gym 7d 03-Oct-25 13-Oct-25 234, 256 260253 Air balancing & HVAC final inspection - Gym 5d 20-Oct-25 24-Oct-25 221 260260 GC punch list - Gym 5d 27-Oct-25 31-Oct-25 235, 236, 253, 252, 255, 258, 259, 256, 257, A1080, A1090, 237, A1300, A1310
261
261 Cleanup - Gym 5d 03-Nov-25 07-Nov-25 260 262262 Architect/ Owner Punch list - Gym 5d 10-Nov-25 14-Nov-25 261, 223 263, 295263 Interior Finish Completion - Gym 0d 17-Nov-25 262 300 On Site On Site work 106d 04-Dec-24 02-May-25
A1660 CCD 18 Gate Changes 45d 04-Dec-24 06-Feb-25 A1870 270, A2310A2720 Re-Grub Site 15d 23-Dec-24 14-Jan-25 176 A1550, A2310, A2730 ul A S Oct N D Jan F M Apr M Jun Jul A S Oct N D Jan F Mar Apr M Jun ul 2025 2026
Cleanup - LCFire sprinkler inspection - LCFinal life/safety inspection - LCFinal electrical inspection - LC Final plumbing inspection - LC
Architect/ Owner Punch list - LC
Touchup paint - LC
Owner Direction Slab Remediation
HVAC final inspection - Gym
Fire sprinkler finish - Gym
Repair / Replace / Patch Drywall
Fire sprinkler inspection - Gym
Re-Paint Gym
Install EQ-15 (OFCI) - Gym
Install bench frames - Gym
Install Laminate PanelsInstall Bench finishes - Gym
Install low voltage finishes - GymLife/safety finish - GymInstall signage - GymFire extinguisher cabinets - Gym Install interior trims - Gym
Install electrical finish - Gym
Final life/safety inspection - Gym
Final electrical inspection - Gym
Floor Prep - Gym
Plumbing finish - Gym
Install floor Gym coverings - GymInstall floor coverings Storage - Gym Final plumbing inspection - Gym
Touchup paint - Gym
Install bleachers - GymInstall Gymnasium equipments - Gym Air balancing & HVAC final inspection -
GC punch list - Gym
Cleanup - Gym
Architect/ Owner Punch list - Gym
Interior Finish Completion - Gym
CCD 18 Gate Changes
Re-Grub Site
Start Date: 22-Feb-21Finish Date: 11-Dec-25Data Date: 02-Aug-24Run Date: 13-Aug-24 09:49Page 4 of 6 Hammock ActivityActual Level of EffortActual WorkNon-Critical WorkCritical WorkMilestone Critical Milestones
NE Stockton Library Community Center Re-Start
EXHIBIT 1
673
Activity ID Activity Description Duration
(Work-Days)
Start Finish Predecessors Successors
A1160 Site Grading North 5d 13-Jan-25 17-Jan-25 28 A1170A2730 Re-Build Subgrade under Concrete 7d 15-Jan-25 23-Jan-25 A2720 A2310A1550 CCD 4 install shade structure 10d 15-Jan-25 28-Jan-25 A1540, A2720 276A1170 Site Grading South 5d 17-Jan-25 23-Jan-25 A1160, A2120, A2130, A2140 A1180, A2030, A2040A1180 Site Grading East 5d 22-Jan-25 28-Jan-25 A1170, 400 A1190, A1580, A2800A1190 Site Grading West 5d 27-Jan-25 31-Jan-25 A1180 270, 277, A1350A1580 CCD 16 Marquee sign install 5d 29-Jan-25 04-Feb-25 A1570, A1180 309276 Install fence around play ground 10d 29-Jan-25 11-Feb-25 A1870, A1550 283, A1100, A1960A2800 East Courtyard Fence 10d 29-Jan-25 11-Feb-25 A1180 A2030270 Install Building sidewalk rebars 5d 07-Feb-25 13-Feb-25 268, A1190, A1660 271, 269, 277269 Install all embeded misc. metals including benches, bollards, bike rack, tree grates
5d 07-Feb-25 13-Feb-25 265, 270 360
A2310 Install Flatwork Rebar 10d 07-Feb-25 20-Feb-25 A2220, A2720, A2730, A1660, 177
271
278 Basketball Court Concrete 10d 07-Feb-25 20-Feb-25 277, 410 281A2030 Courtyard Rebar 5d 12-Feb-25 18-Feb-25 A1170, A2800 A2040A1960 Install Curb North Fitness & Playground 7d 12-Feb-25 20-Feb-25 276 A1970360 Install Owner Equpment 10d 14-Feb-25 27-Feb-25 269 282A2040 Courtyard Concrete 5d 19-Feb-25 25-Feb-25 A1170, A2030 A2050281 Parking Lot/ Exterior BB court - Striping 2d 21-Feb-25 24-Feb-25 278, 277, 410, 420 283, A1100A1970 Install Formwork & Rebar at Fitness & Playgound Sidewalk 7d 21-Feb-25 03-Mar-25 A1960 A1990271 Install sidewalk concrete 7d 21-Feb-25 03-Mar-25 270, A1350, A2310 272, 273, 274, 275, 279, 280, 266A2050 Stain Courtyard Concrete 5d 26-Feb-25 04-Mar-25 A2040 282280 Install EV stations 3d 04-Mar-25 06-Mar-25 271 283, A1100274 Install planters 5d 04-Mar-25 10-Mar-25 271 273A1990 Install Sidewalk at Fitness & Playground 7d 04-Mar-25 12-Mar-25 A1970 A1980272 Landscaping - Import soil 7d 04-Mar-25 12-Mar-25 271 273275 Install Site furnishing 10d 04-Mar-25 17-Mar-25 271 282266 Install site irrigation piping 15d 04-Mar-25 24-Mar-25 265, 271 306A1980 Install, Form, Bar, and Pour Concrete Fitness Equipment 5d 13-Mar-25 19-Mar-25 A1990 282, A2160273 Landscaping - Planting 15d 13-Mar-25 02-Apr-25 271, 272, 274 283, A1100A2160 CCD 22 Playground Footings 5d 20-Mar-25 26-Mar-25 A2150, A1980 A2170A2170 Install Playground Equipment 5d 27-Mar-25 02-Apr-25 A2160 282282 Exterior play surface 5d 03-Apr-25 09-Apr-25 275, 360, A1980, A2050, A2170 283, A1100, 665283 GC punch list North 5d 10-Apr-25 16-Apr-25 273, 276, 279, 280, 281, 282, 267
284, 297, A1100
A1100 GC punch list South 5d 10-Apr-25 16-Apr-25 273, 276, 279, 280, 281, 282, 267, 283
284, 297, 308
665 Install Irrigation North 7d 10-Apr-25 18-Apr-25 282 675297 Site work City final Inspections 2d 17-Apr-25 18-Apr-25 293, 283, A1100 305284 Cleanup 3d 17-Apr-25 21-Apr-25 283, A1100 285675 Install Landscaping Soil North Fitness & Playground 3d 21-Apr-25 23-Apr-25 665 685685 Install Planting North Fitness & Playground 5d 24-Apr-25 30-Apr-25 675 285, 306285 Architect/ Owner Site Punch list 2d 01-May-25 02-May-25 284, 685 298 Substan Substantial Completion- Bldg 103d 17-Jul-25 11-Dec-25 ul A S Oct N D Jan F M Apr M Jun Jul A S Oct N D Jan F Mar Apr M Jun ul 2025 2026
Site Grading North
Re-Build Subgrade under Concrete
CCD 4 install shade structure
Site Grading South
Site Grading East
Site Grading West
CCD 16 Marquee sign install
Install fence around play groundEast Courtyard Fence
Install Building sidewalk rebarsInstall all embeded misc. metals including benches, bollards, bike rack, tree gra Install Flatwork RebarBasketball Court Concrete
Courtyard Rebar
Install Curb North Fitness & Playground
Install Owner Equpment
Courtyard Concrete
Parking Lot/ Exterior BB court - Striping
Install Formwork & Rebar at Fitness & Playgound SidewalkInstall sidewalk concrete Stain Courtyard Concrete
Install EV stations
Install planters
Install Sidewalk at Fitness & PlaygroundLandscaping - Import soil Install Site furnishing
Install site irrigation piping
Install, Form, Bar, and Pour Concrete Fitness Equipment Landscaping - Planting
CCD 22 Playground Footings
Install Playground Equipment
Exterior play surface
GC punch list NorthGC punch list South
Install Irrigation NorthSite work City final Inspections Cleanup
Install Landscaping Soil North Fitness & Playground
Install Planting North Fitness & Playground
Architect/ Owner Site Punch list
Start Date: 22-Feb-21Finish Date: 11-Dec-25Data Date: 02-Aug-24Run Date: 13-Aug-24 09:49Page 5 of 6 Hammock ActivityActual Level of EffortActual WorkNon-Critical WorkCritical WorkMilestone Critical Milestones
NE Stockton Library Community Center Re-Start
EXHIBIT 1
674
Activity ID Activity Description Duration
(Work-Days)
Start Finish Predecessors Successors
A2320 PGE Deliver meter 40d 17-Jul-25 11-Sep-25 A2210, A1760 303303 PGE-set gas meters 4d 12-Sep-25 17-Sep-25 34, 119, A1830, A2320 305308 Air Flush-out 14d 19-Sep-25 08-Oct-25 A1100, A1770 18306 Commissioning 15d 30-Sep-25 20-Oct-25 241, 244, 266, A1790, 685 A1110A1110 Training 10d 21-Oct-25 03-Nov-25 306 309302 Fire Marshall Inspection- Fire Alarm & Fire Sprinkler 1d 11-Nov-25 11-Nov-25 211, 213, 247, 249 304320 Owners IT install 10d 11-Nov-25 24-Nov-25 204 305301 Fire Alarm pre- Inspection Test 3d 12-Nov-25 14-Nov-25 205, 241 304295 Library Area final Inspections except building 0d 14-Nov-25 189, 186, 175, 173, 227, 262, 134
296
296 Basketball Court City final Inspections except bldg. 0d 14-Nov-25 295 298304 Fire Marshal Life & Safety inspection (after sign installation) 1d 17-Nov-25 17-Nov-25 301, 302 305298 Punch list -Owners & Architect final list 2d 17-Nov-25 18-Nov-25 296, 285, A1620, A1950 300300 Final punch list- Sign off 3d 19-Nov-25 21-Nov-25 298, A1810, 109, 220, 188, 263 305, 310, A1120, A1130310 Closeout submittal 10d 19-Nov-25 04-Dec-25 300 309, A1120305 City final Inspections-Building final (TCO) Substantial Completion 0d 24-Nov-25 304, 300, 297, 303, 320, 655, A1600, 14, 4
307
307 Final cleanup 2d 25-Nov-25 26-Nov-25 305 309, A1120A1120 Warranty submittal 10d 26-Nov-25 11-Dec-25 300, 310, 307 309, A1130A1130 O&M submittal 10d 26-Nov-25 11-Dec-25 300, A1120 309309 Bldg Final Completion 0d 11-Dec-25 307, 18, 310, A1110, A1120, A1130, A1580, 124
ul A S Oct N D Jan F M Apr M Jun Jul A S Oct N D Jan F Mar Apr M Jun ul 2025 2026
PGE Deliver meter
PGE-set gas meters
Air Flush-out
Commissioning
Training
Fire Marshall Inspection- Fire Alarm
Owners IT install
Fire Alarm pre- Inspection TestLibrary Area final Inspections excepBasketball Court City final Inspectio Fire Marshal Life & Safety inspectio
Punch list -Owners & Architect final
Final punch list- Sign off
Closeout submittal
City final Inspections-Building final
Final cleanup
Warranty submittalO&M submittalBldg Final Completion
Start Date: 22-Feb-21Finish Date: 11-Dec-25Data Date: 02-Aug-24Run Date: 13-Aug-24 09:49Page 6 of 6 Hammock ActivityActual Level of EffortActual WorkNon-Critical WorkCritical WorkMilestone Critical Milestones
NE Stockton Library Community Center Re-Start
EXHIBIT 1
675

EXHIBIT E
Walker Report

EXHIBIT 1
676
July 28, 2023
Mohammad Sadiq
Associate Civil Engineer
City of Stockton, Public Works Department
22 E. Weber Avenue, Room 301
Stockton, CA 95202
Re: Waterproofing Leak Investigation Report
For: Northeast Stockton Library & Community Center
1461 Morada Lane, Stockton, CA
Dear Mr. Sadiq,
Pursuant to your request, Walker Consultants (Walker) performed an investigation of the reported leaks at Northeast Stockton Library & Community Center for the City of Stockton, Public Works Department (Client). This letter includes background information, a description of our observations and water testing performed, and our preliminary waterproofing recommendations.

Background
The subject building is an ongoing construction of a one-story library and community center building. The Architect of Record (AOR) is Architectural Nexus, Inc. and the General Contractor (GC) is Patriot Contracting, Inc.

The Client reported water intrusion and evidence of organic growth during construction in the south-east section of the building (Area A) along the east, south and west walls. The Client informed us that the project is currently on hold due to the reported water intrusion and GC’s performance related issues.

Walker was retained by the Client to investigate the water intrusion including water testing and potentially exploratory openings (made by others) with the goal of better understanding the water intrusion sources and waterproofing defects and to provide preliminary waterproofing recommendations. We received Bid Documents dated April 17, 2020, a plan showing approximate mold locations, and photographs from the Client for reference.

Walker conducted a preliminary leak investigation on May 5 and May 22, 2023. Patriot Contracting, Inc. (Patriot) representatives were on-site with Walker and the City of Stockton on May 5, 2023. Because the exterior work appeared incomplete to Walker, we requested clarification from Patriot as to what was complete and what was a work in progress. Patriot informed Walker that the glazing and weather barrier/cladding systems were complete and that the roof was complete with the exception of limited metal coping on the southeast parapet wall where signage was to be added. During our walk, The GC reported that the curtain wall leaks were believed to be caused by the flashing around the perimeter of the curtain wall and reported that the flashing was not bedded in sealant.

They also stated that during construction of the building, the roof and waterproofing at the parapet wall was not completely installed and allowed water to enter the interior of the building. The construction work at the exterior and the roof of the building has been reportedly completed since then. The causes of water intrusion into the 601 California Street, Suite 820
San Francisco, CA 94108
949.234.6031
www.walkerconsultants.com
EXHIBIT 1
677
Northeast Stockton Library
Waterproofing Leak Investigation Report
July 28, 2023