Agenda packet — City Council and Concurrent Authorities, August 12, 2025 (part 5 of 6)

Fee Proposal
Introduction
This section of the proposal discusses the overall fee estimate for the City’s water rate study based on the previously developed scope of work (Section 2 - Scope of Services).

Project Fee Estimate
The estimated project fees were developed based on HDR’s proposed scope of services. For each task, an estimate of the labor hours, by individual, was developed. The total labor hours were then applied to the current hourly billing rates for each individual. For the Study, the following hourly billing rates were used to establish the proposed fees for the Study. These rates will be in effect through December 31, 2025. After this date, HDR’s hourly billing rates may be adjusted to reflect labor cost adjustments that were effective January 1, 2026, for the project team members. The total fee level will remain at the contracted level.

Individual Project Role Hourly Rate
Shawn Koorn Project Manager $345.00/hour
Dave Zuber, PE Project Principal $430.00/hour
Josiah Close Assistant PM $230.00/hour
Kevin Lorentzen Quality Assurance/Quality Control $270.00/hour Sara Anderson Financial Analyst $140.00/hour
Jack Adams Financial Analyst $130.00/hour
Tom Hoffman, PE Engineering Assistance $260.00/hour
Heleana Galvan Outreach Lead $265.00/hour
Julian Hernandez Outreach Specialist $125.00/hour
Kolton Kammerer Graphic Design $165.00/hour
Kim Floyd Sub – Public Outreach $170.00/hour
Elizabeth Drayer, PE Sub – Engineering Assistance $396.00/hour Bobby Vera, PE Sub – Engineering Assistance $337.00/hour Others Project Administrative/Clerical Support $140 .00/hour The billing rates shown above cover payroll cost, employee benefits, and HDR overhead and profit.

In-House Expenses:

Vehicle Mileage Current Federal Travel Regulation (FTR) Black/White Photocopies (per copy) $0.05 to $0.09
Color Copies (per copy) $0.15 to $0.30
Direct Expenses:

No markup on expenses. Other direct expenses (e.g., parking, mileage, airfare) will be billed at cost.

Based on the hourly billing rates, and the previously developed scope of services, provided below is a summary of the estimated fees for the services discussed above.

ATTACHMENT A
EXHIBIT 1
991
City of Stockton | Proposal to Conduct a Water Rate Study (PUR 25-035) Fee Proposal

20-10204308 Page 3
City of Stockton
2025 Water Rate Study Fee Estimate
Task Description Total

Task 1: Project Management and Quality Control $12,510 Task 2: Data Collection and Review of Customer Billing 12,000 Task 3: Initial Project Meeting 4,520
Task 4: Review of Rate/Financial Policies 4,540
Task 5: Revenue Requirement Analysis 12,580
Task 6: Cost of Service Analysis 15,350
Task 7: Rate Design Analysis 10,380
Task 8: Miscellaneous Fee 8,140
Task 8: Written Report 6,640
Task 9: Public Meetings/Presentations 16,390
Task 10: P roposition 218 Assistance 9,990
Task 11: Public Outreach 49,760
Task 12 Ongoing Rate Study Support (annually for five years) 6,680 Total Labor $169,480
Plus Expenses:

HDR Direct Expenses $16,150
Sub Consultant Fee 24,327
Total Expenses $40,477
Grand Total Fees $209,957

As noted in HDR’s proposal, an optional online open house has been included. Should the City request this optional task, an additional fee estimate of $25,000 would be added to the total fee.

Also, as noted in Task 12, the ongoing rate study support has been requested for a five-year period.

In the fee estimate above, this reflects year 1 assistance after completion of the rate study. The fee will be increased annually based on the increase in HDR billing rates for years 2 through 5.

HDR is willing to negotiate a final “not to exceed” fee based on a final agreed upon scope of services. Should the City request additional out-of-scope services under this contract (e.g., additional public presentations), the services will be agreed to in writing and will then be provided at the hourly billing rates then in effect. In accordance with the City’s offering, the fees for this study will be billed monthly on a time-and-material basis. Should other HDR individuals be required for this project, they will be billed at their standard hourly billing rate.

Provided on the following page is a more detailed exhibit of the development of the fee estimate for this study. The detailed fee estimate provides the hours by task and by individual.

ATTACHMENT A
EXHIBIT 1
992

City of Stockton | Proposal to Conduct a Water Rate Study (PUR 25-035) Fee Proposal

Page 4 ends

Project Assistant Fi nancial Financial Engineering Outreach Outreach Graphic Acct. Total Task Task Description PM Principal PM QA/QC Analyst Analyst Assistance Lead Specialist Design /Admin. Project Hourly Billing Rates $345 $430 $230 $270 $140 $130 $260 $265 $125 $165 $140 1 Project Management and Quality Control
Hours - 10 4 10 0 0 0 0 0 0 0 36 60
Labor Cost $3,450 $1,720 $2,300 $0 $0 $0 $0 $0 $0 $0 $5,040 $12,510 2 Data Collection and Review of Customers Billing
Hours - 8 0 12 0 24 24 0 0 0 0 0 68
Labor Cost $2,760 $0 $2,760 $0 $3,360 $3,120 $0 $0 $0 $0 $0 $12,000 3 Initial Kick-Off Meeting
Hou
rs - 6 0 6 0 2 2 0 2 0 0 0 18
Labor Cost $2,070 $0 $1,380 $0 $280 $260 $0 $530 $0 $0 $0 $4,520 4 Review of Rate/Financial Policies
Hours - 4 0 2 2 8 8 0 0 0 0 0 24
Labor Cost $1,380 $0 $460 $540 $1,120 $1,040 $0 $0 $0 $0 $0 $4,540 5 Revenue Requirement
Hours - 8 0 10 4 20 20 4 0 0 0 0 66
Labor Cost $2,760 $0 $2,300 $1,080 $2,800 $2,600 $1,040 $0 $0 $0 $0 $12,580 6 Cost of Service
Hours - 10 0 12 6 24 24 4 0 0 0 0 80
Labor Cost $3,450 $0 $2,760 $1,620 $3,360 $3,120 $1,040 $0 $0 $0 $0 $15,350 7 Rate Design
Hours - 8 0 12 2 16 16 0 0 0 0 0 54
Labor Cost $2,760 $0 $2,760 $540 $2,240 $2,080 $0 $0 $0 $0 $0 $10,380 8 Miscellaneous Fee
Hours - 4 0 6 2 16 12 4 0 0 0 0 44
Labor Cost $1,380 $0 $1,380 $540 $2,240 $1,560 $1,040 $0 $0 $0 $0 $8,140 9 Written Report
Hours - 4 0 4 4 10 10 0 0 0 0 4 36
Labor Cost $1,380 $0 $920 $1,080 $1,400 $1,300 $0 $0 $0 $0 $560 $6,640 10 Public Meetings / Presentations
Hours - 32 0 6 2 6 6 0 4 6 0 0 62
Labor Cost $11,040 $0 $1,380 $540 $840 $780 $0 $1,060 $750 $0 $0 $16,390 11 Proposition 218 Assistance
Hours - 8 0 4 2 4 4 0 8 10 8 0 48
Labor Cost $2,760 $0 $920 $540 $560 $520 $0 $2,120 $1,250 $1,320 $0 $9,990 12 Public Outreach
Hours - 16 0 16 0 8 8 0 68 68 72 0 256
Labor Cost $5,520 $0 $3,680 $0 $1,120 $1,040 $0 $18,020 $8,500 $11,880 $0 $49,760 13 Ongoing Rate Study Support
Hours - 8 0 10 0 6 6 0 0 0 0 0 30
Labor Cost $2,760 $0 $2,300 $0 $840 $780 $0 $0 $0 $0 $0 $6,680 Total Hours 126 4 110 24 144 140 12 82 84 80 40 846
Total Fees $43,470 $1,720 $25,300 $6,480 $20,160 $18,200 $3,120 $21,730 $10,500 $13,200 $5,600 $169,480 Percentage of Hours by Employee 14.9% 0.5% 13.0% 2.8% 17.0% 16.5% 1.4% 9.7% 9.9% 9.5% 4.7% 100.0% Expenses
Airfare (16 Round Trip @ $450/RT) $7,200
Hotel (14 Nights @ $225/night) 3,150
Rental Car (12 Days @ $100/day) 1,200
Parking/Miles/Meals/Etc. 2,750
Copies/Printing 650
Public Outreach Direct Expenses 1,200
Total Expenses $16,150
Sub Consultants $24,327
Grand Total Project Fee Estimate $209,957
City of Stockton
Water Rate Study
Level of Effort by Task and Project Team Member

ATTACHMENT A
EXHIBIT 1
993
8-8

ATTACHMENT F – COST/PRICE PROPOSAL
PUR 25-035

Proposal Submitted By:

Company Name:

Contact Name:

Contact Email:

Contact Phone:

Signature: Title: Date:

Project Overview:

Description of Services:

Project Start Date: ______________
Project End Date: ______________

Consulting Fees:

Hourly Rate: $
(No. of Hours: _____)

Estimated Total: $

Materials and Resources:

Description:

Cost Breakdown:

Estimated Cost: $

Travel Expenses:

Mileage: $__________ (Miles: _________)

Accommodations: $

Per Diem: $

Other Expenses:

Description:

Estimated Cost: $

Total Estimated Cost: $

HSR Engineering, Inc.

[email protected]
425.633.4596
Shawn Koorn, Associate Vice President & Holly Kennedy (senior vice president/signatory) Senior Vice President
05-01-25
Provide a rate study and fee update for the City's water utility along with public outreach and public presentations
07-15-25
04-30-26
846
varies (see cost proposal) average
rate of $200
Copies/report printing/outreach materials (poster boards, printing, etc.)
airfare - 7,200
hotel - 3,150
rental car - 1,200
meals - 1,280
parking - 800
mileage - 670
subconsultants
209,957
24,327
1,850
169,480

ATTACHMENT A
EXHIBIT 1
994
1 (Rev, 10.27.22)

EXHIBIT F
TIM
ELINE

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

1.1 TIMELINE FOR COMPLETION OF WORK
See Attachment A
EXHIBIT 1
995
22 Public Presentations
Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Task 1 Project Management and Quality Control
Task 2 Data Collection and Review of Customers Billing Task 3 Initial Kick‐Off Meeting
Task 4 Review of Rate/Financial Policies
Task 5 Revenue Requirement
Task 6 Cost of Service
Task 7 Rate Design
Task 8 Miscellaneous Fee
Task 9 Written Report
Task 11 Proposition 218 Assistance
Task 10 Public Meetings / Presentations
Project Meetings WAG/CWC
Task 12 Public Outreach
FIGURE 2-3: Proposed Schedule
City of Stockton | Section 02 | Method of Approach

ATTACHMENT A
EXHIBIT 1
996
City of Stockton
Legislation Text
File #: 25-0909, Version: 1
FIFTH AMENDMENT TO THE 2025 CITY COUNCIL/SUCCESSOR AGENCY/STOCKTON PUBLIC

FINANCING AUTHORITY/STOCKTON PARKING AUTHORITY MEETING CALENDAR

RECOMMENDATION
It is recommended that the City Council, Successor Agency, Stockton Public Financing Authority, and Stockton Parking Authority adopt by motion the revised 2025 Concurrent City Council/Successor Agency/Stockton Public Financing Authority/Stockton Parking Authority Meeting Calendar.

Summary
The fifth amendment to the 2025 meeting calendar is being proposed to add an additional City Council meeting on August 26, 2025.

DISCUSSION
Background
By Motion 2024-11-19-1216, the Stockton City Council approved the 2025 Concurrent City Council/Successor Agency/Stockton Public Financing Authority/Stockton Parking Authority Meeting Calendar. After its approval, staff were informed of a scheduling conflict regarding the January 28, 2025, meeting. A subsequent calendar amendment to address the January conflict was approved by Motion 2024-12-10-0608. The second amendment to the 2025 meeting calendar was approved in February by Motion 2025-02-04-1205 to address scheduling the Annual Strategic Planning Workshop. The third amendment to the 2025 meeting calendar, adding the April 29, 2025 meeting, was approved in April by Motion 2025-04-15-1208.

The fourth amendment to the 2025 meeting calendar was approved by Motion 2025-05-13-1207 adding an additional City Council meeting on July 29, 2025, and replacing the scheduled City Council Meetings on June 24, 2025, with June 17, 2025, and August 19, 2025, with August 12, 2025.

This fifth amendment proposes adding a Council meeting on August 26, 2025

FINANCIAL SUMMARY
The direct financial impact is approximately $13,000 to the City of Stockton with this action. There are sufficient funds in the Non-Departmental Special Services account to cover the additional costs.

Attachment A - 2025 Stockton City Council Meeting Calendar (5th Amendment) City of Stockton Printed on 8/7/2025Page 1 of 1
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FIFTH REVISED 2025 STOCKTON CITY COUNCIL
MEETING CALENDAR*
January

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DRAFT ATTACHMENT A
998
City of Stockton
Legislation Text
File #: 25-0810, Version: 1

APPROVE MOTION TO EXECUTE A ONE-TIME PURCHASE FROM INVERIS TRAINING SOLUTIONS, INC. FOR AN AUGMENTED REALITY WEAPONS TRAINING SYSTEM IN AN AMOUNT NOT TO EXCEED $265,000

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

1. Authorize the City Manager to execute a one-time purchase from InVeris Training Solution, Inc (InVeris) for an augmented reality training system not to exceed $265,000;

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

3. It is further recommended that the City Manager is hereby authorized and directed to make any and all expenditures and appropriations on behalf of the City as appropriate and necessary to carry out the purpose and intent of this motion.

Summary
Funds for the Community Corrections Partnership (CCP) Task Force provided by state AB109 Public Safety Realignment are allocated by the San Joaquin CCP Committee. On May 13, 2025, Council approved Resolution No. 2025-05-13-1216, authorizing the Independent Contractor Agreement between San Joaquin County and City of Stockton in the amount of $4,815,412 for AB109 funding of the CCP Task Force. FATS Augmented Reality Training System (FATS) was approved as a one-time purchase within this agreement to enhance the Task Force training techniques. FATS is a product that will allow for a fast response to deficiencies and provide an avenue for remediation that the Task Force can emphasize to aid in current tactical and de-escalation strategies.

Staff recommends a one-time purchase from InVeris, not to exceed $265,000, for FATS training system.

DISCUSSION
Background
Augmented Reality (AR) allows the user to see the real environment they are in and blends it with computer generated virtual characters through the AR glasses. It's not a fully synthetic environment like Virtual Reality (VR) and doesn't give users motion sickness. FATS AR doesn't require any special facilities, cameras, or screens to set up. Everything needed to operate it is worn by the user along with a laptop. FATS AR allows trainers/users to walk through any building with the AR headset on and City of Stockton Printed on 8/7/2025Page 1 of 2
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999
File #: 25-0810, Version: 1
scan the layout into the computer. Once that building has been scanned it's saved for any future training. The software is fully customizable, allowing the trainer to modify the scenarios as appropriate.

The FATS AR Weapons Training System (FATS) is beneficial to all officers regardless of Assignment.

FATS quick set up/take down time, quick reset of infinite fully customizable scenarios, real-time afteraction reviews, portability, and the ability to be used anywhere will allow officers to get increased repetitions in a short amount of time and get immediate feedback.

Present Situation
Officers currently conduct firearms training on a static range with live ammunition. Scenario-based simunition weapons training is limited due to limited secure locations. Personnel are limited to the number of repetitions specific to this kind of training as it takes numerous role players, and setup/cleanup is time consuming. FATS can be used anywhere at anytime and will allow personnel increased opportunities and repetitions in training. FATS records all movement, including where the trainees eyes are focused, muzzle is pointing, rounds hit, and visible angles the operator and suspect can see.

Findings
Stockton Municipal Code section 3.68.070 provides for an exception to the competitive bidding requirements in cases wherein the City Council has made findings that support and justify the purchase via a single sole source.

Findings to support the purchase are as follows:
· FATS has quick set up/take down time, quick reset of infinite fully customizable scenarios, real -time after-action reviews, portability, and the ability to be used anywhere. · FATS will allow for a fast response to deficiencies and provide an avenue for remediation the Department does not currently have.
· Simulators provide augmented reality solutions to enhance law enforcement performance, mission rehearsal, hostage rescue, active shooter response, and team tactics. · FATS offers unparalleled realism, interactivity, and data-driven analysis for high-intensity training.
· FATS provides unlimited scenarios in any location to train in tactics and de-escalation techniques.

FINANCIAL SUMMARY
The total proposed cost is not to exceed $265,000 for a one-time purchase of FATS AR Training with InVeris. Funding is included in the FY 2025-26 AB109 CCP Grant.

Attachment A - Standard Agreement
City of Stockton Printed on 8/7/2025Page 2 of 2
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1000
1 ( . . )

CITY OF STOCKTON

STANDARD AGREEMENT

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

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

Commences on: Terminates on:
_____________________________________________________________________________

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

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

CITY OF STOCKTON
_________________________________________________________ ________________ City Manager Date
ATTEST:
____________________________________________________________________________ , City Clerk
APPROVED AS TO FORM:
, City Attorney
BY:

Agreement Number:

The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.

Exhibit A Statement of Work
Exhibit B Insurance
Exhibit C General Terms Conditions
Exhibit D
Exhibit E Compensation Schedule
Exhibit F Timeline
InVeris Training Solutions, Inc AR Training and Simulation 9/1/25 1/31/27
265,000.00
Goods and Services Special Terms and Conditions
InVeris Training Solutions, Inc.

Amy Krebsbach, Sr. Contracts Specialist
296 Brogdon Road, Suwanee, GA 30024
7/23/2025

ATTACHMENT A
1001
1 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives

1.1 Contractor will equip and train Stockton Police Department (SPD) personnel with the FATS Augmented Reality Training system (FATS) as specified in this agreement.

2. Project Scope

2.1 Contractor shall provide FATS to meet the unique needs of the SPD.

2.2 Contractor shall provide Augmented Reality (AR) training to assist SPD in real environment computer generated training for multiple users.

3. Specifications

3.1 During the term of this agreement, the Contractor shall provide following for four (4) trainees:

Quantity Items
4 Trainee rigs: consisting of headset and tactical vest housing a small AR computer and communications
equipment.
2 Instructor headsets, instructor computer (laptop),
router, storage and transport case, and pistols.
1 BlueFire Fill Station includes tank and yoke valve
Assy, Glock 17 magazine adapter.
2 M4 AR BlueFire Rifles, two (2) Glock 17 AR BlueFire
Pistols, weapon magazines (2 per weapon).
1 12 Month Warranty
4 Glock 17 BlueFire Pistol – 2 AR Sight Trackers
4 M4A1 BlueFire Rifle – 2 AR Sight Trackers (Remo 5
Scope)
1 Additional magazine adapter for M4 Rifle
1 Fats AR Weapons Trunk (Houses 4 rifles and 3
pistols)

ATTACHMENT A
1002
2 (Rev. 10.30.18)

4. Major Deliverables

4.1 Contractor shall provide on site system and user training.

5. Tasks That Support the Deliverables

5.1 Contractor shall work directly with SPD to schedule 3 days on site training.

6. Criteria of Acceptance for Deliverables

6.1 Contractor shall provide new and unused units; substitutes are not permitted.

6.2 Contractor shall deliver all items within 90 to 180 days of a fully executed contract to the following location:

Stockton Police Department
Attn: Bobby Wong
22 E. Weber Ave., 2nd floor
Stockton, CA 95202

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

Contractor: InVeris Training Solutions City: City of Stockton Attn: Contracts Department Attn: City Manager
296 Brogdon Road 425 N. El Dorado Street
Suwanee, GA 30024 Stockton, CA 95202

8. Key Personnel
Juan Barillas, Law Enforcement Virtual System Sales
InVeris Training Solutions, Inc
296 Brogdon Road
Suwanee, GA 30024
(470) 266-0730
[email protected]

ATTACHMENT A
1003
REV 2025-06-04
Exhibit B:

Insurance Requirements for Services
Contractor 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 and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

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

1. Commercial General Liability (CGL): Insurance Services Office 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: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: 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.

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

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

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

ATTACHMENT A
1004
REV 2025-06-04
equipment furnished in connection with such work or operations. 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 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.

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 12 19 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.

The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. 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.

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

Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer.

Self-insured retentions 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 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.

ATTACHMENT A
1005
REV 2025-06-04
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.

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 .

3. If coverage is canceled or non-renewed, and not replaced the contract effective date, the
Contractor must purchase “extended reporting” coverage for a minimum of years after completion of work.

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

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

City of Stockton
Its Officers, Officials, Employees, and Volunteers
425 N El Dorado Street
Stockton, CA 95202

ATTACHMENT A
1006
REV 2025-06-04

ATTACHMENT A
1007
(Rev. 10.30.18; Mod

EXHIBIT C

GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 ATTACHMENT A
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to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

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

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

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

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

9. Contractor’s Status .

9. 1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 ATTACHMENT A
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control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

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

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

10. Subcontractor.

10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.

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

10.3 It is further understood and agreed that ontractor must issue W-2

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received. 3 ATTACHMENT A
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11. 2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

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

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

Indemnity and Hold Harmless.

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

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

Conformance to Applicable Laws . Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person. 4 ATTACHMENT A
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17. Licenses, Certifications and Permits . Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

18. Records and Audits . Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.

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

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

21. Waiver . In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.

22. Governing Law . California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.

23. No Personal Liability . No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.
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24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

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

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

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

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
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29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

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

31. Entire Agreement, Integration, and Modification.

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

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

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

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

GOODS AND SERVICES TERMS AND CONDITIONS

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

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

1.2 upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.

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

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

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

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

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losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance

In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

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

4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance, or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in Contractor either under this Agreement, at law or in
equity.

5. Compensation

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

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed

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basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

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

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

8. Right of Inspection
All Deliverables furnished by Contractor must be as specified in Exhibit A and will be subject to inspection and approval of City after delivery. City reserves the right to reject and return, at the risk and expense of Contractor, the portion of any Deliverable which may be defective or fail to comply with specifications in Exhibit A without invalidating the remainder of the Deliverables. If rejected, Deliverable will be held for disposition at the expense and risk of Contractor. Payment for Deliverable prior to inspection shall not constitute acceptance of the Deliverable.

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advertised by Contractor or the actual manufacturer of such Deliverable, or any warranties implied by law. Contractor Deliverable and
Deliverable, or payment, therefore.

10. Ownership

Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted by City in conformity with this Agreement. Upon delivery and acceptance, Deliverable delivered by Contractor shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Deliverable. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Contractor, or specifically paid for by City for use in performance of the Agreement, shall be and remain the property of City and said property shall be used only for Deliverables benefiting City. Contractor shall return to City or shall dispose of this

11. Applicable Laws
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables accordingly and provide associated Safety Data

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

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

CONTRACTOR REGISTRATION REQUIREMENTS- Pursuant to Labor Code Section 1771.1(a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is

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registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

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

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

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

13. Shipping Terms

City shipment terms are F.O.B. Destination, Freight Prepaid and Added unless otherwise specified in the Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date specified in the Agreement.

Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall include the Agreement number on all packages, boxes, invoices, and shipping documents. Contractor shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately.

City reserves the right to refuse, at Contractor
the Agreement number or stock numbers as required under this section.

14. Deliveries

TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement and hold Contractor liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute Deliverables elsewhere.

15. Price and Quantities

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Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.

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EXHIBIT E

COMPENSATION SCHEDULE

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $265,000 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor.

Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The City shall not pay a markup on any of the items listed in i, ii or iii.

i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost.

ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost.

iii. Travel expenses shall be reimbursed in accordance with the City’s travel policy, which is incorporated herein by reference.

Reimbursement shall be made at actual costs with no markup added to the actual cost.

1.3 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached.

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

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

1.5 Subcontractor Costs: Compensation for subcontractors shall be limited to the same restrictions imposed on the Contractor. Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed 0%.

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

Task Description Task Price
1 Fats AR 4 Bundle – 4 trainees, 2 instructors $199,999 2 Glock 17 BlueFire Pistol – 2 AR sight
trackers
$12,553.00
3 M4A1 BlueFire Rifle – 2 AR sight trackers $12,490.00
4 Additional Magazine Adapter for M4 Rifle $103.00
5 Fats AR Weapons Trunk $1,299.00
6 Freight and Delivery (CONUS) $2,596.00
7 Training (CONUS) $7,840.00
8 Taxes 9% $20,380.00
TOTAL PRICE $257,260.00

3. Milestone Payments
90%: 1st Milestone: Shipment Received
10%: 2nd Milestone: Installation Completion

4. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:

City of Stockton Police Department
Attention: Fiscal Affairs
22 E. Weber Ave, 4
th Floor
Stockton, CA 95202

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EXHIBIT F

TIMELINE

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

1.1 TIMELINE FOR COMPLETION OF WORK

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City of Stockton
Legislation Text
File #: 25-0817, Version: 1
APPROVE MOTION TO EXECUTE A ONE-TIME PURCHASE FROM CRIME POINT, INC. FOR A SURVEILLANCE VAN WITH ACCESSORIES, IN AN AMOUNT NOT TO EXCEED $260,000

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

1. Authorize the City Manager to execute a one-time purchase from Crime Point, Inc. (Crime Point) for a surveillance van with accessories not to exceed $260,000.

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

Summary
Funds for the Community Corrections Partnership (CCP) Task Force provided by state AB109 Public Safety Realignment are allocated by the San Joaquin County Community Corrections Partnership.

On May 13, 2025, Council approved Resolution No. 2025-05-13-1216, authorizing the Independent Contractor Agreement between San Joaquin County and City of Stockton in the amount of $4,815,412 for AB109 funding of the CCP Task Force.

Staff recommend a one-time purchase from Crime Point, not to exceed $260,000, for a customized police surveillance van with accessories.

DISCUSSION
Background
AB109 Task Force works closely with the investigative units and specialized units from all the law enforcement agencies throughout San Joaquin County on a regular basis. AB109 Task Force assists these agencies with enforcement, compliance searches, and surveillance (including UAS and covert camera support). AB109 Task Force regularly works large surveillance/enforcement operations that use ground surveillance, covert cameras, Unmanned Aircraft Systems (UAS), and air support. These large-scale surveillance operations are usually mobile and don’t stay in one location.

The Crime Point Premier Surveillance Platform is a single vehicle that can be utilized to fulfill numerous roles that would normally take several different vehicles. It can be used for manned static City of Stockton Printed on 8/7/2025Page 1 of 2
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surveillance, mobile surveillance, as a covert mobile command post, as a mobile UAS van, or as an unmanned static surveillance vehicle (“drop car”). This vehicle would not only be a great asset for the Stockton Police Department but for all the law enforcement agencies in San Joaquin County.

Present Situation
Officers currently borrow the Stockton PD Crisis Negotiation Team command vehicle for these operations. However, the Crisis Negotiation vehicle is a large, marked vehicle that takes time to set up and take down. The Crisis Negotiation vehicle is purpose built for a Crisis Negotiation operation and not for a mobile surveillance operation.

Findings to support the purchase are as follows:

1. The SPD’s CCP Task Force is in need of a vehicle that aligns with the goals and objectives but also mirrors a current San Joaquin County vehicle. The IP complete Surveillance Vehicle Technology is needed in order to conduct operations by the county-wide Task Force.

2. Crime Point is the only source of this technology.

The Crime Point, Inc. Ford Transit 250 low roof fits the Stockton Police Department’s unit requirements for the CCP Task Force.

FINANCIAL SUMMARY
The total proposed one-time purchase cost is not to exceed $260,000 with Crime Point, Inc. Funding is included in the FY 2025-26 AB109 Community Corrections Partnership Task Force Grant. The surveillance van will be purchased through Public Works Fleet. Due to the timing for purchase and delivery of the surveillance van, there are no anticipated fuel costs in the current Fiscal Year. Future year fuel expenditures will be included in the annual budget appropriation process.

Attachment A - Standard Agreement
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1 ( . . )

CITY OF STOCKTON

STANDARD AGREEMENT

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

Commences on: Terminates on:
_____________________________________________________________________________

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
____________________________________________________________________________ IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
______________________________________________________________________________________________ :
______________________________________________________________________________________________ Authorized Signature Date
______________________________________________________________________________________________ Printed Name and Title of Person Signing
______________________________________________________________________________________________ Address

Agreement Number:
(a) Exhibit A Statement of Work
(b) Exhibit B Insurance
(c) Exhibit C General Terms Conditions
(d) Exhibit D
Exhibit E Compensation Schedule
(f) Exhibit F Timeline
Crime Point, Inc a Surveillance Van
8/1/25 7/31/26
260,000.00
Goods and Services Special Terms and Conditions
Crime Point Inc
Leslie McLeod, Vice President
310 Camarillo Ranch Rd, Camarillo CA 93012
8/4/2025
Attachment A
1039
1 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives

1. 1 Contractor will build a customized mobile surveillance van to assist the Community Corrections Partnership (CCP) taskforce in conducting covert surveillance, unmanned aircraft systems, and command operations.

2. Project Scope

2.1 Contractor shall design and build the surveillance van to the unique specification for the City of Stockton Police Department.

3. Specifications

3.1 During the term of this agreement the contractor shall provide a customized Ford Transit 250 low roof surveillance van which shall be equipped with doors, countertop space, lights, storage areas, batteries, and cameras and all specifications listed in attachment A.

3.2 Contractor shall provide a two (2) year warranty with onsite support as required after the completion of the fabrication and delivery.

4. Major Deliverables

4.1 Contractor shall provide remote Training.

5. Tasks That Support the Deliverables

5.1 Contractor shall work directly with the CCP taskforce to schedule the remote training.

6. Criteria of Acceptance for Deliverables

6.1 Contractor shall provide remote training with 60 days of surveillance van delivery.

6.2 Contractor shall schedule training with:

Stockton Police Department
Attn: Bobby Wong
(209) 937-7147
Attachment A
1040
2 (Rev. 10.30.18)

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

Contractor: Crime Point, Inc. City: City of Stockton
Attn: City Manager
Camarillo, CA 93012 425 N. El Dorado Street
Stockton, CA 95202
Key Personnel
Crime Point, Inc
Sales Division
Camarillo, CA 93012
484-9901
Attachment A - Premier Surveillance Platform Specifications Attachment A
1041
Attachment A
1042
Attachment A
1043
Attachment A
1044
Attachment A
1045
Attachment A
1046
REV 2025-06-04
Exhibit B:

Insurance Requirements for Trainers
()
Instructor 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 and the results of that work by the Instructor, his agents, representatives, employees, or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be
:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including 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 Instructor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage. (Note – required only if auto is used in performance of work).

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.

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $1,000,000 per occurrence or claim, $1,000,000 aggregate.

If the Instructor 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 Instructor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.

Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Instructor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Attachment A
1047
REV 2025-06-04
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.

Other Insurance Provisions
The general liability policy is to contain, or be endorsed to contain, the following provisions:

1. The City of Stockton, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts or equipment furnished in connection with such work or operations.

Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

2. For any claims related to this contract, the Instructor’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, agents, and volunteers. 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.

3. The Insurance Company agrees to waive all rights of subrogation against the City of Stockton, its elected or appointed officers, officials, agents, and employees for losses paid under the terms of any policy which arise from work performed by the Instructor for the City of Stockton. This provision also applies to the Instructor’s Workers’ Compensation policy.

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

The Instructor 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.

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.

Attachment A
1048
REV 2025-06-04
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 .

3. If coverage is canceled or non-renewed, and not replaced the contract effective
date, the Instructor must purchase “extended reporting” coverage for a minimum of years after completion of work.

Instructor shall furnish the City of Stockton with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) to the City of Stockton before work begins. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications, at any time.

Special Events Coverage for Instructors
Special events coverage is available for an additional fee to provide the liability insurance required by this agreement. Instructor can obtain additional information and cost from the City of Stockton.

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. The City of Stockton reserves the right to modify or waive insurance requirements for certain low risk recreational activities.

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

City of Stockton
Its Officers, Officials, Employees and Volunteers
Attachment A
1049
REV 2025-06-04
425 N El Dorado Street
Stockton, CA 95202
Attachment A
1050
(Rev. 10.30.18; Mod

EXHIBIT C

GENERAL TERMS AND CONDITIONS

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

5. Ownership of Work . All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree 1 Attachment A
1051
(Rev. 10.30.18; Mod
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense.

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

9. Contractor’s Status .

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's 2 Attachment A
1052
(Rev. 10.30.18; Mod
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

10. Subcontractor.

10.3 It is further understood and agreed that ontractor must issue W-2 1 1. Termination.

Indemnity and Hold Harmless.

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

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

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

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

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

31. Entire Agreement, Integration, and Modification.

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

EXHIBIT D

GOODS AND SERVICES TERMS AND CONDITIONS

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

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor
subcontractors are entitled to any damages from the
City, nor is any party entitled to be reimbursed by the City, for damages, charges or other Attachment A
1058
2 (Rev. 4.18.22)
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
I
n addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

5. Compensati on
5 .1 In addition to Section 3 Compensation in Exhibit C GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed Attachment A
1059
3 (Rev. 4.18.22)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

9. Warranty
Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conform to specifications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry, any express or implied warranty stated or Attachment A
1060
4 (Rev. 4.18.22)
advertised by Contractor or the actual manufacturer of such Deliverable, or any warranties implied by law. Contractor Deliverable and
Deliverable, or payment, therefore.

10. Ownership
Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted by City in conformity with this Agreement. Upon delivery and acceptance, Deliverable delivered by Contractor shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Deliverable. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Contractor, or specifically paid for by City for use in performance of the Agreement, shall be and remain the property of City and said property shall be used only for Deliverables benefiting City. Contractor shall return to City or shall dispose of this

11. Applicable Laws
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables accordingly and provide associated Safety Data 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.

13. Shipping Terms
City shipment terms are F.O.B. Destination, Freight Prepaid and Added unless otherwise specified in the Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date specified in the Agreement.

City reserves the right to refuse, at Contractor
the Agreement number or stock numbers as required under this section.

14. Deliveries
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement and hold Contractor liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute Deliverables elsewhere.

15. Price and Quantities
Attachment A
1062
6 (Rev. 4.18.22)
Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.

Attachment A
1063
1 (Rev. 10.30.18)

EXHIBIT E

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

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $260,000 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2 Standard Reimbursable Items: Only the reimbursable items identified in Exhibit A, C, and D (Compensation), shall be compensated to the Contractor.

Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:
i. Expenses, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost. ii. Any filing fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost. iii. Travel expenses shall be reimbursed in accordance with the City’s travel policy, which is incorporated herein by reference.

Reimbursement shall be made at actual costs with no markup added to the actual cost.

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

Attachment A
1064
2 (Rev. 10.30.18)

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

Task Description Task Price
1 Premier Surveillance Platform Upfit – Low
Roof
$158,000
2 Custom – Ford Transit 250 low roof, regular
wheelbase
$53,000
3 AntennaCam HD Extended Zoom Roof
Mounted Camera
$9,900
4 Custom – 32” monitor on swing out arm
with Flex Jr
$3,900
5 Modular Low Light with 4TB NVR $11,500
6 Modular Disguise – commercial Product
without battery
$0
7 Vehicle Interior Mounting Platform $0
8 LiFePO4 100 amp hour battery $925
9 LiFePO4 15 amp battery Charger $160
10 Tax $20,771
TOTAL PRICE $258,156

5. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:

City of Stockton Police Department
Attention: Fiscal Affairs
425 N. El Dorado Street
Stockton, CA 95202
Attachment A
1065
1 (Rev, 10.27.22)

EXHIBIT F

TIMELINE

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

1.1 TIMELINE FOR COMPLETION OF WORK
Attachment A
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Attachment A
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Attachment A
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Attachment A
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Attachment A
1094
City of Stockton
Legislation Text
File #: 25-0862, Version: 1

APPROVE MOTION TO EXECUTE A MEMORANDUM OF UNDERSTANDING WITH SAN JOAQUIN COUNTY FOR THE INSPECTION OF THE CITY’S EDIBLE FOOD RECOVERY

PROGRAM

RECOMMENDATION
It is recommended that the City Council approve a motion to authorize the City Manager to execute a Memorandum of Understanding with San Joaquin County for the inspection of the City’s Edible Food Recovery Program.

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

Summary
Senate Bill (SB) 1383 requires jurisdictions to implement edible food recovery programs and conduct inspections of Tier 1 and Tier 2 commercial food generators to ensure compliance. The legislation also allows jurisdictions to designate other qualified entities to assist with fulfilling this requirement.

San Joaquin County’s Environmental Health Department (SJCEHD), the designated local enforcement agency overseeing retail food programs, has collaborated with jurisdictions across San Joaquin County to develop a template Memorandum of Understanding (MOU). This MOU outlines how SJCEHD incorporates a jurisdiction’s edible food recovery inspections into its existing regulated retail facility inspections.

By entering into this MOU, the City would formally designate SJCEHD to perform inspections related to edible food recovery requirements on behalf of the City. Upon execution, compliance inspections would begin immediately for the estimated (55) Tier 1 and (130) Tier 2 food generators within the City. SJCEHD’s role is limited to conducting inspections. City staff will perform all follow-up actions, including outreach and education, and, if necessary, enforcement action.

SJCEHD will provide these inspection services at no cost to the City.

DISCUSSION
Background
In September 2016, Governor Brown signed into law SB 1383, the Short-Lived Climate Pollutant Reduction Act, which established aggressive targets to reduce statewide disposal of organic waste beginning in 2025.

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File #: 25-0862, Version: 1
On June 14, 2022, Council adopted Ordinance No. 2022-06-14-1502 amending Title 8, Chapters

8.04 (Collection of Solid Waste, Recyclable Materials, and Organic Materials) and 8.28 (Construction and Demolition Debris Waste Reduction) to achieve compliance with SB 1383 legislative mandates.

Under SB 1383, jurisdictions must establish an inspection and enforcement program for Tier 1 and Tier 2 commercial food generators (e.g., grocery stores, wholesale food distributors, restaurants, and others) and food recovery organizations (e.g., food banks) to ensure that generators are recovering the maximum amount of edible food that would otherwise be disposed, and to confirm that generators have agreements in place with food recovery organizations to recover edible food.

SJCEHD, the designated local enforcement agency for retail food programs, issues permits and conducts routine inspections for commercial edible food generators throughout San Joaquin County.

SJCEHD has taken the lead in identifying Tier 1 and Tier 2 food generators county-wide. Based on the county-wide list, approximately 55 Tier 1 and 130 Tier 2 food generators are within Stockton’s city limits.

Several jurisdictions, including the Cities of Lathrop, Lodi, and Manteca, have entered into MOUs with San Joaquin County to streamline compliance and leverage existing infrastructure. These MOUs authorize SJCEHD to integrate edible food recovery inspections into its regular inspection schedule of permitted retail food facilities.

Present Situation
By entering into an MOU with San Joaquin County, the City designates SJCEHD to conduct inspections related to edible food recovery requirements on behalf of the City. Compliance inspections would begin immediately. SJCEHD will report the noncompliant Tier 1 and Tier 2 food generators to the City for appropriate follow-up. City follow-up may include additional outreach and education and, if necessary, enforcement action by City staff. It is important to note that SJCEHD’s role is limited to conducting inspections. While SJCEHD offers general education on edible food recovery during each inspection, the City is responsible for ongoing outreach and education, enforcement, and maintaining all required records and reporting for its commercial businesses.

The Waste and Recycling Division of Public Works continues to expand its workforce to fulfill all responsibilities under SB 1383. SJCEHD’s support in conducting Tier 1 and Tier 2 edible food generator inspections remains essential in meeting State-required mandates. SJCEHD will provide these inspection services at no cost to the City.

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

Attachment A - MOU with SJCEHD
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MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF STOCKTON

AND THE COUNTY OF SAN JOAQUIN FOR THE INSPECTION OF
THE CITY’S EDIBLE FOOD RECOVERY PROGRAM
THIS MEMORANDUM OF UNDERSTANDING (the "MOU"), is entered into between the City of Stockton (the "City") and the County of San Joaquin (the "County"); RE
CITALS
WH
EREAS, the City has established an edible food recovery program, within Chapter

8.04 of the Stockton Municipal Code, as required by the California Code of Regulations, Title 14, Division 7, Chapter 12 (the “SB 1383 Regulations”) (the “Edible Food Recovery Program”); and WHEREAS, the County, through its Environmental Health Department, has offered to conduct on-site inspections and records review pursuant to the City's Edible Food Recovery Program within the City on behalf of the City; and
WHEREAS, 14 CCR Section 18981.2 authorizes the City to designate a public entity, such as the County, to fulfill some of its regulatory responsibilities for the Edible Food Recovery Program through an MOU; and
W
HEREAS Sections 8.04.195 and 8.04.355 of the Stockton Municipal Code provide that the City or its designee may inspect all premises within the City to determine compliance with and enforce the relevant provisions of Chapter 8.04 of the Stockton Municipal Code.

W, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1. Designation of County as the City’s Designee
A. Pursuant to Stockton Municipal Code Section 8.04.195 and 14 CCR S
ection 18981.2(b)(2), the City hereby designates the County as the entity assigned and authorized to fulfill the City's regulatory responsibilities under the Edible Food Recovery Program as described in this MOU.

B
. The City may limit or revoke the designation at any time upon thirty (30) days’ written notice.

2. Responsibilities of the City
A. The City will develop a method to accept written complaints, includi ng anony
mous complaints, regarding an entity that may be potentially non- compliant with the Edible Food Recovery Program and forward those to the C
ounty.

B
. The City shall be responsible for all investigations and enforcement of Stockton Municipal Code Chapter 8.04 as it pertains to the Edible Food Recovery Program.

ATTACHMENT A
1097

3. Responsibilities of the County

A. The County will perform the following regulatory responsibilities pursuant to the City's Edible Food Recovery Program:
i. Inspect all premises and review records of Tier One and Tier Two Commercial Edible Food Generators and all Food Recovery Organizations and Food Recovery Services, as those terms are defined in Section 8. 04.010 of the Stockton Municipal Code.

Inspections shall begin as of the Effective Date of this MOU; ii. As necessary, the County shall carry out the inspection responsibilities of the City pursuant to Sections 8.04.195, 8.04.196, and 8.04.355

iii. The County shall provide the City with any and all edible food recovery on -site inspection reports within two (2) business days from the date of inspection.

B. The County has only been designated to provide services as described in this MOU, and shall not perform other responsibilities identified in the Edible Food Recovery Program.

4. Compensation

A. The
benefit of this MOU to both the City and the County is that this approach will create a joint uniform , standardized, and coordinated system for inspection and enforcement of the Edible Food Recovery Program, where the County will complete inspections and the City will handle enforcement.

B. Further, this MOU will significantly reduce the overhead costs to the City and the County by leveraging economies of scale.

C. The County may, by resolution, directly charge each individual Tier One and Tier Two Commercial Edible Food Generators a reasonable fee to recoup its costs in implementing inspection and recordkeeping provisions of the Edible Food Recovery Program.

5. Relationship of Parties

It is expressly understood that this is an agreement between two independent entities, the County and the City, and that no individual agency, employee, partnership, joint venture, or other relationship is established by this MOU. The intent of the parties is to create an independent collaborative relationship.

6. Indemnification

A. Both the County and the City (each an "Indemnified Party") agree to indemnify, hold harmless and defend the other Indemnified Party, its directors, officers, employees, affiliates, contractors, and partners, against any and all liabilities, suits, judgments, settlements, obligations, fines, damages, penalties, claims, costs, charges and expenses, including, without limitation, all reasonable legal fees and disbursements, which may

ATTACHMENT A
1098
be imposed upon or incurred by or asserted against any Indemnified Party as a result of the party’s actions arising from this MOU (the “Indemnifying Party”), brought for, or on account of, any of the following:

i. Injuries to or death of any person.

ii. Damage to any property.

B. The duty of the Indemnified Party is to indemnify and defend under this Section shall not apply to injuries or damage for which the Indemnified Party has been found to be liable by reason of its own negligence or willful misconduct.

C. The duty of the Indemnified Party is to indemnify and defend as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

D. Each Indemnified Party agrees to provide the other with prompt notice of any claim and give control of its defense and settlement to the Indemnified Party.

Each Indemnified Party shall also cooperate in all reasonable respects with the Indemnified Party, its insurance company, and its legal counsel in its defense of such claim. The obligation to defend and indemnify pursuant to this section shall not cover any claim in which there is a failure to give the Indemnified Party prompt notice, but only to the extent that such lack of notice prejudices the defense of the claim.

E. The obligations imposed by this section shall survive termination or expiration of the MOU.

7. Entire Agreement

This MOU constitutes the sole MOU of the parties hereto and correctly states the rights, duties, and understanding of each party as of the Effective Date.

8. Modifications

Any modifications to this MOU shall be in writing and will become effective when signed by both parties.

9. Records

The County shall maintain and preserve all records relating to this MOU in its possession and those of any third party for a period of five (5) years from the termination of this MOU.

10. Notices

Any written notice, request, demand, or other communication regarding this MOU shall be deemed to be properly given when deposited with the United States Postal Service, postage prepaid, or when transmitted by email communication, addressed:

ATTACHMENT A
1099
In the case of the County, to:

Muniappa Naidu, Assistant Director
County of San Joaquin Environmental Health Department
1868 E. Hazelton Ave.

Stockton, CA 95205
Email: [email protected]
In the cas
e of the City, to:

Steve Colangelo, Interim City Manager
City of Stockton
425 N. El Dorado St
Stockton, CA 95202
Email: [email protected]

11. Ter
ms and Termination
Subject to compliance with the terms and conditions of the MOU, the term of this MOU shall commence on the Effective Date and shall automatically be renewed from year to year on the same terms and conditions. This MOU may be terminated without cause by either party's authorized representative at any time upon thirty (30) days' written notice to the other party.

12. Authority
The parties warrant that the signatories to this MOU have the authority to bind their respective entities.

13. Effective Date
The ef
fective date of this MOU will be the date the last party signs the MOU (the “Effective Date.”)

IN WITN
ESS WHEREOF, the parties hereto, by their duly authorized representatives, have signed below.

COU

NTY OF SAN JOAQUIN
By
: ___________________ Date:________
Jasit Kang
Director
Appr
oved to Form:
______________________________
C
ounty Counsel
By
: ____________________ Date:_______
Steve Colangelo
Interim City Manager
Approved to Form:
_____________________________
Taryn J. Jones
Assistant City Attorney

CITY OF STOCKTON

ATTACHMENT A
1100
City of Stockton
Legislation Text
File #: 25-0813, Version: 1
APPROVE MOTION FOR THE PURCHASE OF 30 POLICE INTERCEPTORS AND APPROVE CONTRACT CHANGE ORDER NO. 3 WITH STOMMEL FOR VEHICLE UP-FITTING

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

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

2. Approve the use of a Leveraged Purchasing Agreement through the State of California, Department of General Services, Contract No. 1-22-23-14C, in the amount of $1,723,930.20, from Folsom Lake Ford of Folsom, CA, for the purchase of 30 Police Interceptors.

3. Approve Contract Change Order No. 3 with Stommel, Inc. dba Lehr Auto Electric of Sacramento, CA, in the amount of $993,811.20, for the Police Department and City Vehicles Up-Fitting, Project No. OM-23-022, bringing the contract total to $6,368,083.91.

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

Summary
Public Works is responsible for maintaining the City’s fleet of vehicles and equipment, including Police vehicles. Staff recommends the replacement purchase of 30 Police Interceptors utilized by the Police Department (Attachment A). The proposed replacement units have surpassed their stated life cycles for performance and efficiency of six years or 100,000 miles or are non-operational due to a motor vehicle accident. This Leveraged Purchasing Agreement (LPA) will allow for the procurement of vehicles, meeting the needs of the Police Department.

An LPA is available to California State and local government agencies to streamline the procurement process and takes advantage of volume purchasing. LPA contracts have been competitively bid, reviewed, evaluated, and recommended to the State of California for consideration of award. The specifications for the vehicles with various equipment available through the State of California meet the City’s requirements for this type of equipment.

Additionally, the City entered into a contract with Stommel, Inc. dba Lehr Auto Electric of Sacramento, CA, approved by Council on March 7, 2023, by Motion No. 2023-03-07-1206, in the amount of $2,158,045.80, to provide services for the Police Department and City Vehicle Up-Fitting, Project No.

OM-23-022.

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File #: 25-0813, Version: 1
To date, two Contract Change Orders (CCOs) have been executed. The CCOs were needed to provide additional up-fitting of police vehicles. Council approval is required for CCO No. 3, in the amount of $993,811.20, as the cumulative amount of CCO Nos. 1 through 3 will exceed the administrative change order authority allowed under the existing contract.

It is recommended that Council approve a motion authorizing the City Manager to execute a Cooperative/Piggyback Purchase Agreement (COOP) through the State of California, Department of General Services (DGS), with Folsom Lake Ford of Folsom, CA, in the amount of $1,723,930.20, for the purchase of 30 Police Interceptors (Attachment B).

It is also recommended that Council approve CCO No. 3 with Stommel, Inc. dba Lehr Auto Electric of Sacramento, CA, in the amount of $993,811.20, for the Police Department and City Vehicle Up- Fitting, Project No. OM-23-022 (Attachment C).

DISCUSSION
Background
Public Works is responsible for maintaining the City’s fleet of vehicles and equipment, including Police vehicles. The City’s replacement criteria for Police Interceptors and other marked patrol vehicles is six years or 100,000 miles. Adherence to this standard replaces equipment before routine failures and breakdowns occur, reducing the demand for extensive mechanical repairs. The replacement standard increases the resources available for preventative maintenance and is critical to the availability and performance of all fleet equipment, which includes all public safety and emergency response vehicles.

The Fiscal Year (FY) 2025-26 replacement budget for the Fleet Internal Service Fund (ISF) Equipment Acquisition account includes funding to replace 30 marked patrol vehicles utilized by the Police Department. Public Works’ staff have identified 30 Police Interceptors utilized by the Police Department that exceed the age and/or mileage criteria, have recurring mechanical or operational problems, and/or are non-operational due to a motor vehicle accident. A total of 30 units is recommended for replacement (Attachment A).

On March 7, 2023, by Motion No. 2023-03-07-1206, Council approved the Police Department and City Vehicle Up-Fitting, Project No. OM-23-022, with Stommel, Inc. dba Lehr Auto Electric of Sacramento, CA, as a multi-year Contract for Services for the up-fitting of police and other City vehicles. Up-fitting for the 30 new Police Interceptors has been budgeted for FY 2025-26.

CCO No. 1 was approved by Council on August 20, 2024, by Resolution No. 2024-08-20-1232, in the amount of $2,231,808.32, for the up-fitting of 71 Police Interceptor Utility vehicles for the Police Department.

CCO No. 2 was approved administratively by the City Manager on June 26, 2025, in the amount of $984,418.59, for the up-fitting of 21 vehicles for the Police Department and for the first contract extension effective July 1, 2025, through June 30, 2026. The total amount for CCO Nos. 1 and 2 is $3,216,226.91.

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File #: 25-0813, Version: 1
Present Situation
The use of LPA contracts streamline the procurement process and takes advantage of volume purchasing. LPA contracts have been competitively bid, reviewed, evaluated, and recommended to the State of California for consideration of award. The use of these contracts is optional and is available to California State and local government agencies.

It is recommended that Council approve a motion authorizing the City Manager to execute a COOP through the State of California, DGS, with Folsom Lake Ford of Folsom, CA, in the amount of $1,723,930.20, for the purchase of 30 Police Interceptors (Attachment B).

Findings
Pursuant to Stockton Municipal Code section 3.68.070, Council may approve findings which support an exception to the competitive bidding process. Proposed findings for the LPA with Folsom Lake Ford findings include:

1. State of California, DGS, established an LPA with Folsom Lake Ford to provide access to preferential pricing for vehicles.

2. The LPA with Folsom Lake Ford was established pursuant to a formal competitive bidding process conducted by the State of California, DGS, on behalf of its governmental members, of which the City is one.

3. Taking advantage of the LPA negotiated by the State of California will save the administrative expense of City staff conducting separate procurements.

4. The specifications for the replacement equipment available through the State of California, DGS, contract meet the City’s requirements for their equipment type.

FINANCIAL SUMMARY
There are sufficient funds in the Public Works FY 2025-26 Fleet ISF, Equipment Acquisition account, to award a COOP to Folsom Lake Ford, in the amount of $1,723,930.20, for the purchase of 30 Police Interceptors, and the issuance of CCO No. 3 to Stommel, Inc. dba Lehr Auto Electric, in the amount of $993,811.20, for the Police Department and City Vehicles Up-Fitting, Project No. OM-23- 022.

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 - Vehicle Replacement List
Attachment B - COOP with Folsom Lake Ford
Attachment C - CCO No. 3 with Stommel, Inc. dba Lehr Auto Electric City of Stockton Printed on 8/7/2025Page 3 of 3
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ATTACHMENT A

UNIT YEAR MAKE MODEL DEPT DIVISION PURCHASE ACCOUNT
3914 2014 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 3915 2014 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 3925 2014 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 3930 2014 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 3942 2014 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 3943 2014 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 3945 2014 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 3948 2014 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 3950 2014 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4012 2015 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4034 2015 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4054 2015 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4096 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4100 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4105 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4117 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4121 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4122 2015 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4127 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4128 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4130 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4131 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4132 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4133 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4134 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4139 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4140 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4143 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4145 2016 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000 4181 2017 Ford Police Interceptor Police Patrol 4530-718-800004-500-000-00-45-000-000

VEHICLE REPLACEMENT LIST
1104
1 (Rev. 1.17.2025)

COOPERATIVE/PIGGYBACK PURCHASE AGREEMENT
AGREEMENT SUMMARY:

1. Cooperative/Piggyback
Name:

State of California Department of General Services

2. Contractor: Folsom Lake Ford

3. Cooperative Agency
Agreement Name and
Agreement Number:

DGS, Enforcement Vehicles, Police Pursuit - Ford
Explorer V6 AWD & Ford Explorer V6 AWD – HEV,
Contract ID 1-22-23-14C

4. Cooperative Agency Initial
Agreement Term:

Start Date: 5/11/2022
End Date: 5/10/2026

5. Cooperative Agency’s
Agreement-Options to
extend:

Agreement may be extended for an additional year.

6. Cooperative Agency
Amended Term:

Amendment #5

7. Cooperative Agency
Remaining Options to
Renew:
1 one-year renewal option remaining.

8. City of Stockton
Cooperative Purchase
Agreement Term:

Start Date: Upon Execution
End Date: 5/10/2026

9. City of Stockton
Cooperative/ Piggyback
Purchase Agreement
Amount:

Not to Exceed $1 ,723,930.20 for the term of the
Agreement.

AGREEM
ENT
The City
of Stockton, a California municipal corporation on behalf of itself and its associated entities ("City"), and the above-named Contractor (“Contractor”), do hereby agree that City shall be granted the pricing, terms, and conditions under the above referenced DGS, Enforcement Vehicles, Police Pursuit - Ford Explorer V6 AWD & Ford Explorer V6 AWD – HEV, Contract ID 1-22-23-14C (“COOP”) as such may be amended from time to time . The COOP and associated documents referenced in the agreement are incorporated herein as Exhibit A to this City Cooperative/Piggyback Purchase Agreement (“Agreement”).

ATTACHMENT B
1105
2 (Rev. 1.17.2025)
Contractor shall grant such pricing, terms, and conditions to City for all procurements of goods and services, whether taking place on a City purchase order, purchasing card (credit card), or other purchasing modality, whether via telephone, via the Contractor website, or via direct purchase at a Contractor retail location.

1. Agre
ement Term: The Term of this Agreement shall remain in effect from date of the signing of this Agreement through 5/10/2026 unless terminated earlier by the City. If the Cooperative/Piggyback Agency extends the COOP with Contractor by a written amendment, the City has the option to extend the term of this Agreement by written amendment not to go beyond the term stated in the COOP fully executed amendment.

2. Insur
ance and Hold Harmless: In addition to the pricing, terms and conditions stated in the COOP and the associated documents incorporated herein as Exhibit A , Contractor shall, at Contractor’s sole cost and expense and for the full term of the Agreement or any extension thereof , obtain and maintain at least all the insurance requirements listed in attached Exhibit B.

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

3. Compe
nsation: City and Contractor do her eby enter into this Agreement for Enforcement Vehicles, Police Pursuit - Ford Explorer V6 AWD & Ford Explorer V6 AWD – HEV vehicles available in the above- named COOP and associated documents incorporated herein as Exhibit A and referenced in the attached quote Exhibit C . In no way, shall payment to the Contractor exceed 5/10/2026 f or the purchase of police interceptors. Any person signing this Agreement on behalf of City or Contractor does warrants that he or she has full authority to do so.

4. Gove
rning Law: California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.

5. Applicable Law: 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.

This
Agreement may be amended only by a written amendment , consistent with the COOP, signed by Contractor and City.

ATTACHMENT B
1106

CITY OF STOCKTON
Steve Colangelo, Interim City Manager
Date: --------
ATTEST:

Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:

Lori M. Asuncion, City Attorney
Print name
(Rev. 1.17.2025)
Title:

ATTACHMENT B
j Ol') ?e-t-ersoA
Print name
GM/ OvJn<?r
[If Contractor is a corporation, signatures must
::
m
ply�
Signature
Title:
1107
4 (Rev. 1.17.2025)
EX

HIBIT A

ATTACHMENT B
1108
Department of General Services
Procurement Division
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
State of California

STATEWIDE CONTRACT

USER INSTRUCTIONS
All changes to mos t recent S upplem ent are in bold red it alic. Additi ons ar e enclos ed in as terisk s, * , and deleti ons are enclos ed in br ack ets , [ ].

MANDATORY
*Supplement 5*
*(Incorporates Supplements 1 – 5) *
ISSUE AND EFFECTIVE DATE: *5/23/2025*
CO NTRACT NUMBER: 1-22-23-14C
DE SCRIPTION: Enforcement Vehicles, Police Pursuit
(Ford Explorer V6 AWD)
( Ford Explorer V6 AWD - HEV)
CON TRACTOR: Folsom Lake Ford
CON TRACT TERM: 5/11/2022 through 5/10/2026
STATE CONTRACT ADMINISTRATOR: Rudolph Jimenez
(27 9) 946-8312
Ru [email protected]
The contract user instructions, products, and pricing are included herein. All purchase documents issued under this contract incorporate the contract terms and applicable California General Provisions:

Non-I
T General Provisions, rev 06/08/2010
Cal
eProcure link: www.caleprocure.ca.gov

ORDER PLACEMENT INFORMATION
Mailing Address:

Folsom Lake Ford
12755 Folsom Blvd.

Folsom, CA 95630
Fax/Email:

Fax: (916) 353-2078
Email:

[email protected]
Contact Information:

Folsom Lake Ford
Mark Paoli
Phone: (916) 351-4202
Email:

[email protected]

ATTACHMENT B
1109

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 2 ends

All changes to most recent Supplement are in bold red italic. Additions are enclosed in asterisks; deletions are enclosed in brackets.

SUMM

ARY OF CHANGES
Supplement
Number Description/Articles Supplement
Date
*5* *Subject contract for Enforcement Vehicles, Police
Pursuit is hereby modified to reflect the following
change:
 Attachment A – Contract Pricing, Supplement
5 has been updated to reflect OEM ordering
bank status*
*5/23/2025*
4 Subject contract for Enforcement Vehicles, Police
Pursuit is hereby modified to reflect the following
change:
 Article 38: has been updated to new title and
language.
4/10/2025
3 Subject contract for Enforcement Vehicles, Police
Pursuit is hereby modified to reflect the following
changes:
 Cover Page: Contract expiration date has been
updated to extend contract.
 Article 37, VETTED FORMS/CERTIFICATIONS
has been added.
7/29/2024
2 Subject contract for Enforcement Vehicles, Police
Pursuit is hereby modified to reflect the following
changes:
 Cover Page Note
 Attachment A – Contract Pricing, Supplement 2
has been updated to reflect a price increase.
 Effective February 1, 2024, orders for 25MY will
be accepted.
1/30/2024
1 Subject contract for Enforcement Vehicles, Police
Pursuit is hereby modified to reflect the following
changes:
 Attachment A – Contract Pricing, Supplement 1
has been updated to reflect a price increase.
 Effective September 9, 2022, orders for 23MY will
not be accepted and 23MY vehicles will not be
available until further notice.

Note: The cut-off date to submit orders for 23MY is close of business September 8, 2022.
9/2/2022
N/A Original Contract Posted 5/11/2022

ATTACHMENT B
1110

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 3 ends

All other terms and conditions remain the same.

ATTACHMENT B
1111

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 4 ends

ATTACHMENT B1112

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 5 ends

ATTACHMENT B1113

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 6 ends

SCOPE
The State’s contract with (Contractor) provides Enforcement Vehicles, Police Pursuit at contracted pricing to the State of California and local governmental agencies in accordance with the requirements of Contract # 1-22-23-14C. The Contractor shall supply the entire portfolio of products as identified in the contract and will be the primary point of contact for data collection, reporting, and distribution of Enforcement Vehicles, Police Pursuit to the State.

The contract term is for three (3) years with an option to extend the contract for two (2) additional one (1) year period or portion thereof. The terms, conditions, and prices for the contract extension option shall be by mutual agreement between the Contractor and the State. If a mutual agreement cannot be met the contract may be terminated at the end of the current contract term.

CONTRACT USAGE/RULES
A. State Departments
• The use of this contract is mandatory for all State of California departments. • State departments must adhere to all applicable State laws, regulations, policies, best practices, and purchasing authority requirements, e.g. California Codes, Code of Regulations, State Administrative Manual, Management Memos, and State Contracting Manual Volume 2, as applicable.
• Prior to placing orders against this contract, State departments must have been granted non-IT purchasing authority by the Department of General Services, Procurement Division (DGS-PD) for the use of this statewide contract. State departments that have not been granted purchasing authority by DGS-PD for the use of the State’s statewide contracts may contact DGS-PD’s Purchasing Authority Management Section by e-mail at [email protected].
• State departments must have a Department of General Services (DGS) agency billing code prior to placing orders against this contract. Ordering departments may contact their Purchasing Authority contact or their department’s fiscal office to obtain this information.

B. Local Governmental Agencies
• Local governmental agency use of this contract is optional. • Local government agencies are defined in Public Contract Code Chapter 2, Section 10298 (a) (b) and 10299 (b); this includes the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds for the acquisition of products While the State makes this contract available to local governmental agencies, each local governmental agency should determine whether this contract is consistent with its procurement policies and regulations.

ATTACHMENT B
1114

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 7 ends

• Local governmental agencies shall have the same rights and privileges as State departments under the terms of this contract. Any local governmental agencies desiring to participate shall be required to adhere to the same responsibilities as do State departments and have no authority to amend, modify or change any condition of the contract.
• A DGS issued billing code is not required for local governmental agencies to place orders against this contract.

C. Unless otherwise specified within this document, the term “ordering agencies” will refer to all State departments and/or local governmental agencies eligible to utilize this contract. Ordering and/or usage instructions exclusive to State departments or local governmental agencies shall be identified within each article.

DGS ADMINISTRATIVE FEES
A. State Departments
The DGS will bill each State department an administrative fee for use of this statewide contract. The administrative fee should NOT be included in the order total, nor remitted before an invoice is received from DGS.

Current fees are available online in the Price Book & Directory of Services (https://www.dgs.ca.gov/OFS/Price-Book) (go to Price Book Download and click on Purchasing under Procurement Division).

B. Local Governmental Agencies
For all local government agency transactions issued against the contract, the Contractor is required to remit the DGS-PD an Incentive Fee of an amount equal to

1.25 percent of the total purchase order amount excluding taxes and freight. This Incentive Fee shall not be included in the local governmental agency’s purchase price, nor invoiced or charged to the local governmental agency. All prices quoted to local governmental agencies shall reflect State contract pricing, including any and all applicable discounts, and shall include no other add-on fees.

SB/DVBE O FF-RAMP PROVISION
There is no SB/DVBE off ramp associated with this contract.

EXEMPT PURCHASES
There are no exempt purchases associated with this contract.

PROBLEM RESOLUTION/SUPPLIER PERFORMANCE
Ordering agencies and/or Contractor shall inform the State Contract Administrator of any technical or contractual difficulties encountered during contract performance in a timely manner. This includes and is not limited to informal disputes, supplier performance,

ATTACHMENT B
1115

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 8 ends

outstanding deliveries, etc. The ordering agency should include all relevant information and/or documentation (e.g., purchase documents).

CONTRACT IT EMS
All line items are listed on Attachment A – Contract Pricing.

SPECIFICATIONS
All products listed on Attachment A, Contract Pricing, conform to Attachment B1, Specifications 2310-5644, dated 9/30/2021 and Attachment B2, Specifications 2310-5712, dated 9/30/2021.

CUSTOMER SERVICE
Contractor will provide office and personnel resources for responding to requests, including telephone coverage weekdays during the hours of 8:00 AM through 5:00 PM (PT).

Contact Phone Email
Customer Service Unit (916) 351-4202 [email protected]

PRODUCT SUBSTITUTIONS
Product substitution shall be in accordance with the General Provisions (rev 06/08/10), Article 16 entitled “Substitutions”.

PROMOTIONAL PRICING
During special pricing promotions, the Contractor shall offer the ordering agency the promotional pricing or the discount percentage off list, whichever is lower.

The Contractor shall notify the State Contract Administrator of all promotional pricing changes. Notification shall include at a minimum:
• Promotion start and end dates
• Models, products, and services included in the promotion • Promotional pricing
Promotional pricing shall not be cause for a permanent change in pricing. Promotional pricing shall not be cause for Contractor refresh.

Promotional items shall come with all benefits of the statewide contract terms and conditions and shall include all provisions such as warranty and delivery.

ATTACHMENT B
1116

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 9 ends

PURCHASE EXECUTION
A. State Departments
1) Std. 65 Purchase Documents
State departments not transacting in FI$CAL must use the Purchasing Authority Purchase Order (Std. 65) for purchase execution. An electronic version of the Std. 65 is available at the Office of State Publishing web site (https://www.dgsapps.dgs.ca.gov/osp/StatewideFormsWeb/Forms.aspx) (select STD Forms).

All Purchasing Authority Purchase Orders (Std. 65) must contain the following:
• Agency Order Number (Purchase Order Number)
• Ordering Agency Name
• Agency Billing Code
• Purchasing Authority Number
• Leveraged Procurement Number (Contract Number)
• Supplier Information (Contact Name, Address, Phone Number, Fax Number, E-mail)
• Line Item number
• Quantity
• Unit of Measure
• Commodity Code Number
• Product Description
• Unit Price
• Extension Price
2) FI
$CAL Purchase Documents
State departments transacting in FI$CAL will follow the FI$CAL procurement and contracting procedures.
3) Blanket Orders
The use of blanket purchase orders against this statewide contract is not allowed.

B. Local Governmental Agencies
Local governmental agencies may use their own purchase document for purchase execution. The purchase documents must include the same data elements as listed above (Exception: Purchasing Authority Number and Billing Code which are used by State departments only).

MINIMUM ORDER
The minimum order shall be one (1) vehicle

ATTACHMENT B
1117

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 10 ends

ORDERING PROCEDURE
Ordering agencies are to submit appropriate purchase documents directly to the Contractor via one of the following ordering methods:
• U.S. Mail
• Facsimile
• Email
The Contractor’s Order Placement Information is as follows:

ORDER PLACEMENT INFORMATION
U.S. Mail:

Folsom Lake Ford
12755 Folsom Blvd.

Folsom, CA 95630
Facsimile: (916) 353-2078
Email:

[email protected]
When using any of the ordering methods specified above, all State departments must conform to proper State procedures.

ORDER ACCEPTANCE
The Contractor shall accept orders from any ordering agency. The Contractor shall not accept purchase documents for this contract that:
• Are incomplete
• Contain non-contract items
• Contain non-contract terms and conditions
The Contractor must not refuse to accept orders from any ordering agency for any other reason without written authorization from the State Contract Administrator.

ORDER RECEIPT CONFIRMATION
The Contractor will provide ordering agencies with an email or facsimile order receipt confirmation within forty-eight (48) hours of receipt of purchase document. The Order Receipt Confirmation shall include the following information:
• Ordering agency name
• Agency order number (purchase order number)
• Purchase order total cost
• Anticipated delivery date

ATTACHMENT B
1118

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 11 ends

OUT OF STOCK REMEDY
Upon receipt of an order acknowledgment identifying out of stock items, the ordering agencies shall have the following options:
• Request a back order
• Cancel the item from the order with no penalty
The Contractor will provide notification to the ordering agencies regarding out-of-stock items which have been back ordered.

Under no circumstance is the Contractor permitted to make substitutions with non-contract items or unauthorized products.

DISCONTINUED ITEM REMEDY
Upon receipt of an order acknowledgment identifying discontinued items, the ordering agencies shall have the following options:
• Amend purchase document to reflect State-approved substitute item (per Article 10, Product Substitutions)
• Cancel the item from the order
Under no circumstance is the Contractor permitted to make substitutions with non-contract items or unauthorized products without approval from the State Contract Administrator.

DELIVERY SCHEDULES
Delivery for orders placed against this contract shall be in accordance with the following:

A. Pre-Delivery Checklist
Prior to delivery, each vehicle shall be completely inspected, serviced, and detailed by the delivering dealer and/or the manufacturer’s pre-delivery service center. A copy of the pre-delivery checklist shall be completed for each vehicle, signed by a representative of the organization performing the inspection/service, and delivered with the vehicle.

B. Delivery Documents
The following documents shall be delivered to the receiving agency with the vehicle:
• Com
pleted and signed pre-delivery service checklist, including the order number and Vehicle Identification Number (VIN)
• “Line Set Tickets” or “Window Sticker” showing all options installed • One (1) copy of the vehicle warranty
• One (1) Owner’s Manual
• Speed Calibration documentation for each vehicle

ATTACHMENT B
1119

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 12 ends

C. Locations
Deliveries are to be made (statewide) to the location specified on the individual purchase order, which may include, but not limited to inside garages and parking lots.

D. Schedule
Delivery made to any State department is to begin within ninety (90) days after receipt of order (ARO). State departments may limit delivery to a maximum of ten (10) units per working day.

Del
ivery to local agencies is to be completed in full within 150 days ARO.

Since receiving hours for each ordering agency will vary by facility, it will be the Contractor’s responsibility to check with each facility for their specific delivery hours before delivery occurs. The Contractor must notify the ordering agency within twelve (12) hours of scheduled delivery time, if delivery cannot be made within the time frame specified on the Order Confirmation.

Contractor is requested to make deliveries in Los Angeles County, Orange County, San Bernardino Metropolitan Area, and San Diego Metropolitan Area during off -peak
hours. Off-peak hours are Monday through Friday, 10:00 AM to 4:00 PM.

E. Security Requirements
Deliveries may be made to locations inside secure grounds that require prior clearances or special entry procedures for delivery drivers.

Security procedures may vary from facility to facility. The Contractor will be responsible for contacting the secure location for security procedures, hours of operation for deliveries and service, dress code, and other rules of delivery.

Deliveries that are delayed due to drivers not being cleared to enter secure grounds may be cause for contract default
.

FREE ON BOARD (F.O.B.) DESTINATION
All prices offered shall be F.O.B. destination; freight prepaid by the Contractor, to the ordering agency’s receiving point. Responsibility and liability for loss or damage for all orders shall remain with the Contractor until final inspection and acceptance, when all responsibility shall pass to the ordering agency, except the responsibility for latent defects, fraud, and the warranty obligations.

The C
ontractor will be required to deliver vehicles to State agencies or local agencies FOB Destination, Sacramento County. Additionally, delivery shall be FOB Destination to the California Highway Patrol (CHP), Fleet Operations, 3300 Reed Ave., West Sacramento, California 95605.

ATTACHMENT B
1120

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 13 ends

Vehicles shall be delivered from the factory to the Contractor’s place of business. If the purchase order indicates delivery outside an FOB point, the Contractor and agency will negotiate for delivery beyond the FOB point. This delivery may be subject to an additional delivery charge by the resulting contractor(s). This charge shall be shown as a separate item on the purchase order and invoice.

St
ate agencies requesting delivery outside the FOB area must contact the Transportation Management Unit for freight rate comparisons if the Contractor is delivering the vehicle.

These delivery instructions will be provided on the purchase order. Contractors receiving a purchase order without specific transportation instructions must contact the ordering agency.

Car
avan or drive-away method of delivery from the factory to a dealer is not acceptable.

The s
upplier shall insure that each vehicle reaches its delivery point with no less than five (5) gallons of fuel in the fuel tank.

Dr
op ship deliveries shall not be made without prior State inspection.

Vehi
cles delivered from a Contractor with more than 50 miles on the odometer will be charged 50 cents for each mile exceeding 50 miles. This charge shall be deducted from the order price for each vehicle delivered against each order. Vehicles delivered with more than 250 miles on the odometer will not be accepted.

SHIPPED ORDERS
All shipments shall be in accordance with the General Provisions, Article 12 entitled “Packing and Shipment”.

PACKING SLIP
A packing slip will be included with each shipment, which will include at least the following information in no particular order:
• Agency order number (purchase order number)
• Ordering agency name
• Line item description
• Quantity ordered
• Quantity included in shipment
• Any back ordered or out of stock items and availability date of unfilled and partial shipment
• Number of parcels
• Destination
• All information contained on the packing label

ATTACHMENT B
1121

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 14 ends

PACKING LABEL
A packing label will also be included with each order shipped and include the following items, visible on the outside of the box:
• Ordering agency name
• Delivery address, unit, and/or floor
• Department and floor
• Ordering agency contact name
• Ordering agency telephone number

SAFETY DATA SHEET
The Contractor shall provide a Safety Data Sheet for product(s) subject to Title 8 of the California Code of Regulations, Section 5194, Hazard Communication. The Safety Data Sheet is to be prepared and delivered in accordance with this Section.

INSPECTION AND ACCEPTANCE
Vehicles ordered for State use will be inspected by a State Inspector at the Contractor’s place of business. Inspection by local agencies will be at the Contractor’s place of business or as otherwise agreed to by the dealer and local purchasing agency. Inspection will commence within five (5) State working days of notification that a vehicle is ready for inspection. Inspection will include: specification compliance, workmanship, appearance, proper operation of all equipment and systems, and that all documents are present. In the event deficiencies are detected, the vehicle will be rejected and the delivering Contractor will be required to make the necessary repairs, adjustments or replacements. Payment and/or the commencement of a discount period (if applicable) will not begin until the defects are corrected and the vehicle is re-inspected and accepted.

Com
pletion of inspection or acceptance by the State Inspector shall in no way release the Contractor from satisfying the requirements of the contract, specifications, and warranty.

Deviations from the specified requirements that are detected by the inspection shall be corrected by the Contractor in an expeditious manner at no expense to the owning agency.

Inspection by local agencies will be at the dealer’s place of business or as otherwise agreed to by the dealer and local purchasing agency.

CONTRACT ADMINISTRATION
Both the State and the Contractor have assigned contract administrators as the single points of contact for problem resolution and related contract issues.

ATTACHMENT B
1122

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 15 ends

Administrator
Information DGS-PD Folsom Lake Ford
Contact
Name:

Rudolph Jimenez Mark Paoli
Telephone: (279) 946-8312 (916) 951-4202
Facsimile: (916) 375-4613 (916) 353-2078
Email: [email protected] [email protected] Address: DGS/Procurement Division
Attn: Rudolph Jimenez
707 Third Street, 2nd Floor, MS 201
West Sacramento, CA 95605
Folsom Lake Ford
Attn: Mark Paoli
12755 Folsom Blvd.

Folsom, CA 95630

RETURN POLICY
The Contractor will accept all products for return at no cost to the ordering agency within thiry (30) calendar days of delivery, and refund the customer in full.

Pr
oducts returned should be in the packaging as delivered and include all documentation.

Lost or damaged packaging materials and/or documentation shall be supplied by the Contractor. The Contractor shall not charge for these materials in excess of the Contractor’s cost or the 10 percent restocking fee, whichever is lower. The Contractor shall provide the State Contract Administrator and/or ordering agency a copy of the Contractor’s material cost, if requested, within ten (10) days of request.

Al
l returns shall be picked up within seven (7) working days of notification. Notification is defined as notice in writing, by facsimile, or e-mail.

CREDIT POLICY
The Contractor shall offer a credit/refund for the following items:
• Items shipped in error
• Items that are returned within thirty (30) calendar days of delivery • Defective or freight-damaged items
In all cases, the ordering agency shall have the option of taking an exchange or receiving a credit, or receiving a refund.

The Contractor will be responsible for the credit or replacement of all products, including those covered by manufacturer warranties. The Contractor cannot require the ordering agency to deal directly with the manufacturer.

ATTACHMENT B
1123

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 16 ends

RESTOCKING FEES
The Contractor will not impose a restocking fee on the ordering agency for the following situations:
• Items returned that were damaged upon receipt
• Incorrect items shipped
• Items that are returned within thirty (30) calendar days of delivery • Items that are returned, but exchanged for other items within thirty (30) calendar days Re-stocking fees for all other reasons shall be 10 percent of the value of the items to be re-stocked.

The packaging and documentation provisions in accordance with Article 27, Return Policy, shall apply to re-stocked items.

The Contractor will not be required to accept returns more than sixty (60) days after delivery. The ordering agency will be responsible for return transportation costs to the Contractor if so accepted after sixty (60) days after delivery.

INVOICING
Ordering agencies may require separate invoicing, as specified by each ordering agency.

Invoices will contain the following information:
• Cont
ractor’s name, address and telephone number
• Leveraged Procurement Agreement Number (Contract Number) • Agency order number (purchase order number)
• Item and commodity code number
• Quantity purchased
• Contract price and extension
• State sales and/or use tax
• Prompt payment discounts/cash discounts, if applicable • Totals for each order

PAYMENT
A. Terms
Payment terms for this contract are net forty-five (45) days. Cash Discount of $500 per unit for payment within twenty (20) days. Payment will be made in accordance with the provisions of the California Prompt Payment Act, Government Code Section 927, et seq. Unless expressly exempted by statute, the Act requires State departments to pay properly submitted, undisputed invoices not more than forty-five (45) days after the date of acceptance of goods, performance of services, or receipt of an undisputed invoice, whichever is later.

ATTACHMENT B
1124

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 17 ends

B. CAL-Card Use
Use of the CAL-Card for payment of invoices is not allowed under this statewide contract.

C. State Financial Marketplace
State departments reserve the right to select the form of payment for all procurements, be it either an outright purchase with payment rendered directly by the State, or a financing/lease-purchase or operating lease via the State Financial Marketplace (GS $Mart and/or Lease $Mart). If payment is via the financial marketplace, the Contractor will invoice the State department and the State department will approve the invoice and the selected Lender/Lessor for all product listed on the State's procurement document will pay the Contractor on behalf of the State.

D. Payee Data Record
Each State department’s accounting office must have a copy of the Contractor’s Payee Data Record (Std. 204) in order to process payments. State departments should forward a copy of the Std. 204 to their accounting offices. Without the Std. 204, payment may be unnecessarily delayed. State departments should contact the Contractor for copies of the Payee Data Record.

CALIFORNIA SELLER’S PERMIT
The California seller permit number for the Contractor is listed below. Ordering Agencies can verify that permits are currently valid at the following website: www.cdtfa.ca.gov.

State departments must adhere to the file documentation identified in the State Contracting Manual Volume 2.

Contractor Name Seller Permit #
Folsom Lake Ford 26-797640

WARRANTY
The manufacturer’s regular new vehicle warranty shall apply to all vehicles procured against the resulting contract.

The w
arranty shall be factory authorized and shall cover not less than 3 years/36,000-mile bumper to bumper, no charge parts and labor. All emission-related components shall be warranted in compliance with the California Air Recourses Board (CARB) and Federal requirements. Bids offering independent insurance or a statement indicating self-insurance will be deemed non-responsive and will be rejected.

Thi
s warranty shall be honored by all franchised dealers of the vehicle within the State of California. The State’s established preventative maintenance procedures and practices shall be acceptable to the manufacturer/dealers in lieu of the manufacturer’s prescribed

ATTACHMENT B
1125

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 18 ends

procedures, which may form a part of the warranty. All warranty certificates and/or cards shall be supplied with each vehicle delivered.

If
an additional extended warranty is purchased, a warranty certificate, warranty card, or a statement indicating the extended warranty has been recorded with the manufacturer shall be furnished with each vehicle delivered.

Nor
mal wear items such as tires, belts, hoses, headlamps, light bulbs, brake linings, brake discs/drums, etc. are excluded from warranty coverage. All other items not subject to normal wear or gross operator neglect and abuse, such as window, seat or wiper motors, chassis electrical switches (door, trunk lid), paint, hinges, locks, etc., shall be covered.

The S
tate reserves the right to use re-refined lubrication oils, where available, in lieu of the virgin equivalent oils. The re-refined oils used by the State will meet all API and SAE standards and specifications as set forth by the vehicle manufacturer. The use of said oils shall in no way void or degrade the original manufacturer’s minimum 3-year/36,000-mile warranty.

The S
tate reserves the right to use recycled content antifreeze/coolant, where available, in lieu of virgin equivalent antifreeze/coolant, in servicing its vehicles. The recycled antifreeze/coolant used by the State will meet all ASTM standards and specifications as set forth by the vehicle manufacturer. The use of said recycled antifreeze/coolant shall in no way void or degrade the original manufacturer’s minimum 3-year/ 36,000-mile warranty. “M
anufacturer’s Warranty Policy and Procedures Manual” shall be made available upon customer request. The solicitation shall also require each awarded Bidder to designate by name, a responsible contact and alternate assigned for the duration of the contract, who will resolve State warranty-related claims on a priority basis.

No
te: Vehicles not placed in service immediately upon receipt shall be warranted from the date the unit is placed in service. The receiving agency shall notify the dealer in writing of the actual “in-service” date.

WARRANTY REPAIR PARTS
It shall be the responsibility of the Contractor to maintain an adequate stock of all regular and special parts to meet the continuing service and warranty repair parts needs of the State without undue delay. A special system shall be set up for expediting the procurement of back order items needed to repair an inoperative vehicle including a system to air freight parts at the Contractor’s expense when parts are not in stock in California parts depots.

Warranty replacement parts shall be available within three (3) working days after telephone notification.

RECYCLED CONTENT
There is no recycled content associated with this contract.

ATTACHMENT B
1126

STATE OF CALIFORNIA

DEPARTMENT OF GENERAL SERVICES

PROCUREMENT DIVISION
Contract (Mandatory) 1-22-23-14C
Contract User Instructions, *Supplement 5*

Page 19 ends

SB/DVBE PARTICIPATION
There is no Small Business (SB) or Disabled Veteran Business Enterprise (DVBE) participation for this contract.

VETTED FORMS/CERTIFICATION
The DGS-PD, as the awarding department, has assessed the Contractor and subcontractor forms, certifications, and compliance to performing a commercially useful function (CUF) during the solicitation evaluation process. Consequently, when executing purchase documents pursuant to this contract, it is not necessary for State departments operating under statewide contract purchasing authority to conduct a CUF evaluation or request the completion of the following required certifications and forms:
• GenA
I Disclosure & Factsheet (STD 1000)
• Bidder Declaration Form (GSPD 05-105)
• DVBE Declaration Form (DGS-PD 843)
• Darfur Contracting Act Form
• California Civil Rights Certification Form
• Iran Contracting Act Certification
• Russian Sanctions Agreement
• Federal Debarment

GENERATIVE ARTIFICIAL INTELLIGENCE (GENAI) PROCUREMENT PROCEDURES Contractor does not intend to utilize GenAI as a deliverable. If GenAI is disclosed by the Contractor, state departments must follow the required GenAI purchase procedures outlined in SCM Vol.2, Chapter 23, Generative Artificial Intelligence.

ATTACHMENTS
*Attachment A – Contract Pricing, Supplement 5*
Attachment B1 – Specifications 2310-5644, dated 9/30/2021 Attachment B2 – Specifications 2310-5712, dated 9/30/2021

ATTACHMENT B
1127
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 1 of 11 Sept. 30, 2021

Document Summary
Detail Type Detail
Event ID 0000020265
Commodity MIDSIZE UTILITY VEHICLE, LAW ENFORCEMENT HIGH SPEED

VEHICLE POLICE PURSUIT
Attachment (Exhibit) Attachment B1
Group-Class 23-10
Bid Specification 2310-5644
Revision Level Original
Revision Date September 30, 2021
Agency Name Statewide
Revision History
Bid
Spec
Rev
Level
Revision
Date
Author Summary of Changes
2310-4264 Original April 12, 2018 MADUELL, R First Bid Development 2310-5644 Original Sept 30, 2021 Lai, Y Bid Development

ATTACHMENT B
1128
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 2 of 11 Sept. 30, 2021

Table o
f Contents
Document Summary ........................................................................................................ 1 Revision History ............................................................................................................... 1 Table of Contents ............................................................................................................ 2

1.0 SCOPE .................................................................................................................. 3

2.0 APPLICABLE LAWS and INDUSTRY STANDARDS ............................................. 3

2.1 LAWS and REGULATIONS ................................................................................ 3

2.2 INDUSTRY STANDARDS .................................................................................. 3

3.0 TECHNICAL REQUIREMENTS ............................................................................. 3

3.1 GENERAL REQUIREMENTS ............................................................................. 4

3.2 ENGINE .............................................................................................................. 4

3.3 ENGINE OIL COOLER ....................................................................................... 4

3.4 FUEL SUPPLY SYSTEM .................................................................................... 4

3.5 FUEL TANK ........................................................................................................ 4

3.6 COOLING SYSTEM ........................................................................................... 4

3.7 ELECTRICAL SYSTEM ...................................................................................... 5

3.8 TRANSMISSION ................................................................................................ 5

3.9 BRAKES ............................................................................................................. 5

3.10 WHEELS AND TIRES ........................................................................................ 5

3.11 SUSPENSION .................................................................................................... 6

3.12 DIFFERENTIAL .................................................................................................. 6

3.13 RADIO SUPPRESSION ..................................................................................... 6

3.14 BODY ................................................................................................................. 7

3.15 EXTERIOR COLOR ........................................................................................... 7

3.16 INTERIOR/SEAT UPHOLSTERY ....................................................................... 7

3.17 SPEEDOMETER ................................................................................................ 7

3.18 PAYLOAD ........................................................................................................... 7

3.19 RADIO ................................................................................................................ 8

3.20 SPOTLIGHTS ..................................................................................................... 8

3.21 HOOD-LATCH RELEASE .................................................................................. 8

3.22 FLOOR COVERING ........................................................................................... 8

3.23 INTERIOR AREA ................................................................................................ 8

3.24 CONTROLLER AREA NETWORK (CAN) SYSTEM .......................................... 8

3.25 MISCELLANEOUS EQUIPMENT ....................................................................... 8

3.26 PERFORMANCE REQUIREMENTS: See Exhibit 1 for testing methodology ... 10

ATTACHMENT B
1129
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 3 of 11 Sept. 30, 2021

1.0 SCOPE
This specification describes the State of California minimum requirements for an all or rear wheel drive midsize utility vehicle (UV) to be used in high-speed highway traffic and general law enforcement work. The vehicle will at times be operated at speeds in excess of 100 miles per hour for both short and long durations. It will be driven on all types of roads, and road surfaces and at altitudes ranging from approximately 200 feet below sea level to 10,000 feet above sea level. Ambient temperatures to which the vehicle will be exposed will range from approximately 0°F to 120°F.

The manufact
urer shall use components, materials and design practices that are the best available in the industry for the type of operational conditions to which the vehicles will be subjected. Engine, transmission, driveline, differential, brake, suspension, wheel, tire and other component parts of the vehicle shall be selected to give maximum performance, service life, as well as safety and not merely meet the minimum requirements of this specification. Where necessary, the component parts shall exceed the usual quantity, quality, or capacity generally supplied with standard production vehicles in order to withstand the unusual strain, exposure, temperature, wear and use required for a police application.

2.0 AP PLICABLE LAWS and INDUSTRY STANDARDS
Specifications, standards and codes referenced in this document in effect on the opening of the ‘Invitation for Bid’, form a part of this specification.

2.1 LAWS and REGULATIONS

2.1.1 Applicable California Vehicle Code (CVC).

2.1.2 Code of Federal Regulations, Title 49, “Federal Motor Vehicle Safety Standard” (FMVSS)

2.1.3 California Code of Regulations, Title 13, “Motor Vehicles” rules and regulations (except emissions regulations)

2.1.4 Federal and State rules, regulations, and safety standards applicable to the vehicle type in effect on the date of the opening of the invitation for bid.

2.1.5 Vehicles shall meet 50 State emissions requirements that allow the resale of these vehicles to the general public as originally equipped upon emergency vehicle “service life” completion

2.2 INDUSTRY STANDARDS

2.2.1 Society of Automotive Engineers (SAE) J 1100, “Motor Vehicle Dimensions” and other applicable SAE standards.

3.0 TECHNICAL REQUIREMENTS
All vehicles offered in compliance with these specifications shall be the manufacturer’s “Police Pursuit” rated midsize UV model and shall be suitable for high-speed pursuit and emergency driving. All vehicles shall meet the following minimum specifications:

ATTACHMENT B
1130
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 4 of 11 Sept. 30, 2021

3.1 GENERAL REQUIREMENTS

3.1.1 Each vehicle shall be new (unused), current model year production. Each vehicle shall be supplied with all equipment and accessories indicated as standard equipment in the manufacturer’s published literature unless specifically deleted as stated in this specification. Optional equipment necessary to meet the requirements of this specification shall also be installed.

3.2 ENGINE

3.2.1 The engine shall be a manufacturer’s “Police Package” configuration and shall have a displacement, to be determined by the manufacturer, sufficient so that all performance requirements described in Section 1.0, Scope and Section 3.25, Performance Requirements are achieved.

3.2.2 The engine shall be designed to operate knock free at all engine and vehicle speeds on unleaded fuel with a minimum octane rating of 87 [(RM + MM) ÷ 2].

3.3 ENGINE OIL COOLER

3.3.1 An auxiliary engine oil cooler shall be installed if required to maintain oil operating temperatures ≤ 300°F, under operating conditions described in the Section 1.0 of this specification.

3.4 FUEL SUPPLY SYSTEM

3.4.1 The fuel supply system shall be of such a design to eliminate vapor lock when the engine is operating in high ambient temperatures or during periods of extended idling.

3.5 FUEL TANK

3.5.1 The fuel tank furnished shall be the largest capacity available.

3.6 COOLING SYSTEM

3.6.1 The cooling system shall be liquid pressurized, forced circulation type. The manufacturer shall provide the heaviest duty cooling system components and recovery system applicable to the model offered. The cooling system design and capacity shall maintain the engine at optimum temperature, under all operating conditions specified, without any loss of coolant or overheating of engine or components. The cooling system shall be free of contaminants that may affect cooling system component longevity and performance. Optimum engine temperature shall be maintained with the vehicle loaded to the vehicle manufacturer’s published maximum gross vehicle weight rating (GVWR) and continually operated in all operating environments described within the scope of this specification.

ATTACHMENT B
1131
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 5 of 11 Sept. 30, 2021

3.7 ELECTRICAL SYSTEM

3.7.1 The electrical system shall be 12-volt negative ground. All wiring shall include weather-proof connectors.

3.7.2 The vehicle battery shall be the optional heaviest duty type available, compatible with the vehicle charging system and intended for police service. The vehicle battery shall have a minimum of 700 cold cranking amps, with a manufacturing date not exceeding six (6) months prior to vehicle delivery. Vehicles will not be accepted with batteries exhibiting less than 90 percent of full charge at time of delivery.

3.7.3 The generator/alternator shall be the highest capacity optional generator/alternator listed in the manufacturer’s current police package brochure applicable to the vehicle bid. It shall have a minimum 200-amp output.

3.8 TRANSMISSION

3.8.1 The transmission shall be fully automatic transmission equipped with auxiliary transmission fluid coolers, if necessary, to maintain oil operating temperatures not to exceed 275°F, maximum. Console or floor mounted shifters are acceptable but must be capable of allowing the installation of California Highway Patrol (CHP) radio and equipment.

3.9 BRAKES

3.9.1 The brakes shall be power assisted and feature an anti-lock brake system (ABS). All four wheels shall be equipped with disc brakes. Friction material shall be designed for police applications.

3.10 WHEELS AND TIRES

3.10.1 Each vehicle shall be supplied with five (5) matching wheels and tires. One (1) of the five (5) shall be a matching full-size wheel and spare tire. A space saver type spare tire is not acceptable. The wheels shall have a safety ridge rolled into the rim or otherwise designed to prevent the tire from separating from the wheel in the event of a flat. Wheels shall be steel construction, designed for police applications. Lug nuts shall be covered with a center cap. Manufacturer’s standard Tire Pressure Monitoring System shall be supplied. If a tire pressure activation tool is needed to reset the light on the tire pressure monitoring system, one tool shall be provided for each vehicle as part of this requirement.

3.10.2 The vehicle manufacturer shall test and certify tires as acceptable for original equipment and replacement installation on the police package vehicle specified in this invitation for bid.

3.10.3 Any wheel weights used shall be “non-lead” type.

ATTACHMENT B
1132
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 6 of 11 Sept. 30, 2021

3.11 SUSPENSION

3.11.1 The front and rear suspension including shock absorbers shall be designed for police work. Front and rear stabilizer bars are required.

3.12 DIFFERENTIAL

3.12.1 The differential shall be the conventional type, ring and pinion gears, with a ratio designed to give the best overall performance for the transmission and tire size installed on the vehicle. The gear ratio shall be the same on all vehicles.

3.13 RADIO SUPPRESSION

3.13.1 The vehicle shall not cause the radio system to be affected by any electromagnetic interference (EMI) or radio frequency interference (RFI) including but not limited to the following radio frequencies currently in use by CHP vehicles:
a) Low Band: 39 - 46 MHz Transmit and Receive.
b) Repeaters: 153 -155 MHz Transmit and Receive.
c) Radio, UHF 440 - 490 MHz Transmit and Receive.
d) Allied Radio 806 - 870 MHz Transmit and Receive.
e) Allied Radio 581 - 866 MHz Transmit and Receive.
f) Allied Radio 159 - 173 MHz Transmit and Receive.
g) Allied Radio 150 - 174 MHz Transmit and Receive.
h) Radio / Repeater 764 - 806 MHz Transmit and Receive. i) Canines 26 - 28 MHz Receive.
j) Canines 303.9 MHz Receive.
k) Computers: 896-901 MHz Transmit, 935-940 MHz Receive. l) Canines: 303.875 MHz Receive.

3.13.2 The vehicle should not cause the radio system more than one (1) dB of radio degradation at the antenna whether it be radiated or conducted radio frequency interference (RFI), or electromagnetic interference (EMI). If the vehicle causes the radio system any two or all three types of interference, the total combined allowable receiver degradation is 1 dB at all CHP frequencies. See Exhibit 2 for radio degradation testing details.

ATTACHMENT B
1133
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 7 of 11 Sept. 30, 2021

3.14 BODY

3.14.1 The body shall be a four door, midsize SUV with center post. Protective side molding shall not be installed on the vehicle. This is to permit installation of an Agency insignia (33” long by 20” high) without trim interference.

3.14.2 The wheel wells shall be constructed so that OEM approved tire chains or cables may be installed in a conventional manner, without clearance problems and without causing body or structural damage to the vehicle.

3.15 EXTERIOR COLOR

3.15.1 The body shall be painted manufacturer’s gloss black. The roof panel and lower portion of both front doors below the window belt line shall be painted manufacturer’s gloss bright white. After-factory applied paint to accomplish the white portion of the two-tone paint scheme is acceptable if factory applied black and white two-tone paint configuration is unavailable from the manufacturer.

3.16 INTERIOR/SEAT UPHOLSTERY

3.16.1 Front seats shall be bucket type accommodating the installation of a center console by the end user. A 60/40 split bench/bucket type seat is not acceptable. The driver’s seat shall be power adjustable and shall be designed for maximum comfort, support and durability. The front and rear seats shall be the manufacturer’s standard cloth upholstery (A vinyl rear set is acceptable provided the manufacturer warranties the vinyl seat material against sun and heat damage for not less than three (3) years).

3.17 SPEEDOMETER

3.17.1 The vehicle described in this specification will be used in law enforcement and speedometer accuracy is essential. The speedometer shall be calibrated and be accurate within two (2) miles per hour at speeds from 15 to 100 miles per hour of the true vehicle speed, within the environmental operating conditions specified in Section 1.0 Scope. A digital only speedometer is preferred and shall be installed if offered. If equipped with an analog speedometer, the dial face shall be marked up to a minimum of 140 miles per hour and the face markings shall be in increments no greater than two (2) miles per hour. The design of the speedometer, whether analog or digital, shall be such to ensure accuracy throughout the life of the vehicle. A letter of certification of accuracy shall be provided with each unit and shall be applicable to both digital and analog displays. The bidder shall specify the size of tires for which the speedometer is certified.

3.18 PAYLOAD

ATTACHMENT B
1134
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 8 of 11 Sept. 30, 2021

3.18.1 The vehicle shall have a minimum payload of 1500 lbs when configured in the standard Police Pursuit rated version.

3.19 RADIO

3.19.1 Vehicle shall be factory equipped with the factory base radio and at least two (2) front mounted radio speakers and two (2) rear mounted radio speakers.

3.20 SPOTLIGHTS

3.20.1 Factory installed A-Pillar incandescent spotlights with 2 wire handles, one spotlight on each A-Pillar. Shall be a glass sealed beam incandescent bulb H-7635. The two wire handles shall have one black and one red color wire each 48 inches in length and non-terminated. If factory is unable to install the spotlights, factory shall prepare the vehicle structure ready for spotlight installation (i.e. manufacturer shall at a minimum install spotlight brackets and drill A-pillar through-holes) and send the spotlight assemblies to CHP for installation.

3.21 HOOD-LATCH RELEASE

3.21.1 The hood latch release shall be mounted inside the front passenger compartment so that the hood cannot be readily opened from outside the vehicle. The release shall be readily accessible to the seated driver.

3.22 FLOOR COVERING

3.22.1 The floor covering of the front and rear floor shall be standard rubber, vinyl or carpet. The color shall be keyed to the upholstery color. OEM floor mats shall be included for carpeted vehicles.

3.23 INTERIOR AREA

3.23.1 The Vehicle shall be equipped with 1st and 2nd row seats only and shall have a seating capacity of minimum 5.

3.24 CONTROLLER AREA NETWORK (CAN) SYSTEM

3.24.1 At a minimum, the vehicle shall make available in usable format the following vehicle signals via the vehicle’s CAN for use by the CHP’s emergency vehicle equipment (Whelen CenCom Core ® or similar): engine running, vehicle speed, brake-service (indicator of brake pedal being applied), doors (open/closed state of all doors and hatch), turn signal (right, left), transmission selector position (park, reverse, neutral, drive), and key position (off, accessory, run, crank).

3.25 MISCELLANEOUS EQUIPMENT

ATTACHMENT B
1135
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 9 of 11 Sept. 30, 2021

3.25.1 The vehicle shall be equipped with the following miscellaneous equipment:
a) Backup camera with display.
b) Reverse sensing.
c) Heated driver and passenger mirrors.
d) Tilt steering wheel.
e) Fresh air type heater and defroster. Refrigeration air conditioning of a size and type recommended and installed by the manufacturer of the vehicle.
f) Intermittent windshield wiper system.
g) Fuel level and water temperature indicator gauges.
h) 12- volt DC power outlet in front compartment.
i) Ballistic Door Panels (left front and right front doors), threat level 3+ or better. (Door Panels shall meet and pass National Institute of Justice Certification level III plus test standards.

ATTACHMENT B
1136
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 10 of 11 Sept. 30, 2021

q) All four (4) doors shall contain power locking and unlocking mechanisms controlled by switches located on the driver’s side door control panel.
r) All four windows shall be power actuated and controlled from the driver’s side door control panel with a lockout feature to prevent other windows from being operated when locked out by the driver. s) Rear window defogger/defroster on a separate switch. t) The vehicle shall use the same single key or fob for ignition, door, rear, and glove box (if vehicle includes). A set of four (4) total keys or fobs shall be supplied for each vehicle. Each vehicle shall be keyed individually.
u) Arm rests on each of the four (4) doors (arm rests in rear passenger compartment may be mounted on other than the door if vehicle is so designed).
v) Left and right remote control outside mirrors. Similar in appearance and mounted on left and right front doors. Both mirrors shall be controllable from the driver’s seat.
w) Windshield and all windows shall feature tinted glass. x) Light in rear cargo area with rear cargo door actuated switch. y) Standard tool kit including wheel changing tools and jack adequate to safely lift the vehicle.

3.26 PERFORMA
NCE REQUIREMENTS: See Exhibit 1 for testing methodology

3.26.1 All vehicles shall meet the following Top Speed and Acceleration requirements:
a) 0 to 60 miles per hour in 9.0 seconds or less.
b) 0 to 100 miles per hour in 23.0 seconds or less.
c) 50 to 100 miles per hour in 18.0 seconds or less.
d) Attain a top speed of not less than 130 miles per hour within a distance of two (2) miles.
e) 0 to 60 miles per hour in 11.0 seconds or less at approximately 5,500-6,000 feet of elevation.

3.26.2 All vehicles shall be tested for the following Vehicle Dynamics:

ATTACHMENT B
1137
State of California
Bid Specification

MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5644, Rev 0
1-22-23-14C
Attachment B1
Lai, Y Page 11 of 11 Sept. 30, 2021

a) Steering – Response, Road Feel.
b) Suspension – Roll Resistance, Front-end Dive, Rear-end Squat. c) Handling – High-speed Curves, Medium-speed Curves, Tight Cornering, Predictability.

3.26.3 All vehicles shall meet the following Braking requirements/tests:
a) ABS Braking:
• Full ABS stop from 90 MPH. Stopping distance shall not to exceed 325 feet.
• Vehicle stops in a straight line, within its own lane and without evidence of brake fade or excessive pedal travel.
b) Pursuit Course Testing:
• No evidence of excessive brake pedal travel or brake fade. • Braking system provided acceptable stopping power.
• No steering pull or wheel lock-up.
• No flame occurring within the test.

ATTACHMENT B
1138
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 1 of 11 Sept. 30, 2021

Document Summary
Detail Type Detail
Event ID 0000020265
Commodity MIDSIZE HYBRID ELECTRIC VEHICLE (HEV) OR PLUG-IN HYBRID

ELECTRIC VEHICLE (PHEV), LAW ENFORCEMENT HIGH SPEED

VEHICLE POLICE PURSUIT
Attachment (Exhibit) Attachment B2
Group-Class 23-10
Bid Specification 2310-5712
Revision Level Original
Revision Date September 30, 2021
Agency Name Statewide
Revision History
Bid
Spec
Rev
Level
Revision
Date
Author Summary of Changes
2310-5712 Original Sept 30, 2021 Lai, Y First Bid Development

ATTACHMENT B
1139
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 2 of 11 Sept. 30, 2021

Table of Contents
Document Summary ........................................................................................................ 1 Revision History ............................................................................................................... 1 Table of Contents ............................................................................................................ 2

1.0 SCOPE .................................................................................................................. 3

2.0 APPLICABLE LAWS and INDUSTRY STANDARDS ............................................. 3

2.1 LAWS and REGULATIONS ................................................................................ 3

2.2 INDUSTRY STANDARDS .................................................................................. 3

3.0 TECHNICAL REQUIREMENTS ............................................................................. 4

3.1 GENERAL REQUIREMENTS ............................................................................. 4

3.2 ENGINE .............................................................................................................. 4

3.3 ENGINE OIL COOLER ....................................................................................... 4

3.4 FUEL SUPPLY SYSTEM .................................................................................... 4

3.5 BATTERY SYSTEM ........................................................................................... 4

3.6 FUEL TANK ........................................................................................................ 4

3.7 COOLING SYSTEM ........................................................................................... 5

3.8 ELECTRICAL SYSTEM ...................................................................................... 5

3.9 TRANSMISSION ................................................................................................ 5

3.10 BRAKES SYSTEM ............................................................................................. 5

3.11 WHEELS AND TIRES ........................................................................................ 5

3.12 SUSPENSION .................................................................................................... 6

3.13 DRIVE SYSTEM ................................................................................................. 6

3.14 RADIO SUPPRESSION ..................................................................................... 6

3.15 BODY ................................................................................................................. 6

3.16 EXTERIOR COLOR ........................................................................................... 6

3.17 INTERIOR/SEAT UPHOLSTERY ....................................................................... 7

3.18 SPEEDOMETER ................................................................................................ 7

3.19 PAYLOAD ........................................................................................................... 7

3.20 RADIO ................................................................................................................ 7

3.21 SPOTLIGHTS ..................................................................................................... 7

3.22 HOOD-LATCH RELEASE .................................................................................. 8

3.23 FLOOR COVERING ........................................................................................... 8

3.24 INTERIOR AREA ................................................................................................ 8

3.25 CONTROLLER AREA NETWORK (CAN) SYSTEM .......................................... 8

3.26 MISCELLANEOUS EQUIPMENT ....................................................................... 8

3.27 PERFORMANCE REQUIREMENTS ................................................................ 10

ATTACHMENT B
1140
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 3 of 11 Sept. 30, 2021

1.0 SCOPE
This specification describes the State of California minimum requirements for an all- or rear-wheel drive midsize Hybrid Electric Vehicle (HEV) or Plug-in Hybrid Electric Vehicle (PHEV) to be used in high-speed highway traffic and general law enforcement work. The vehicle will at times be operated at speeds in excess of 100 miles per hour for both short and long durations. It will be driven on all types of roads, and road surfaces and at altitudes ranging from approximately 200 feet below sea level to 10,000 feet above sea level. Ambient temperatures to which the vehicle will be exposed will range from approximately 0°F to 120°F.

2.1 LAWS and REGULATIONS

2.1.1 Applicable California Vehicle Code (CVC).

2.1.2 Code of Federal Regulations, Title 49, “Federal Motor Vehicle Safety Standard” (FMVSS)

2.1.3 California Code of Regulations, Title 13, “Motor Vehicles” rules and regulations (except emissions regulations)

2.1.4 Federal and State rules, regulations, and safety standards applicable to the vehicle type in effect on the date of the opening of the invitation for bid.

2.1.5 Vehicles shall meet 50 State emissions requirements that allow the resale of these vehicles to the general public as originally equipped upon emergency vehicle “service life” completion

2.2 INDUSTRY STANDARDS

2.2.1 Society of Automotive Engineers (SAE) J 1100, “Motor Vehicle Dimensions” and other applicable SAE standards.

2.2.2 STATE OF MICHIGAN Department of State Police and Department of Technology, Management and Budget, Police Vehicle Evaluation Program.

ATTACHMENT B
1141
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 4 of 11 Sept. 30, 2021

3.0 TECHNICAL REQUIREMENTS
All vehicles offered in compliance with these specifications shall be the manufacturer’s “Police Pursuit” rated midsize HEV or PHEV utility model and shall be suitable for high- speed pursuit and emergency driving. All vehicles shall meet the following minimum specifications:

3.1 GENERAL REQUIREMENTS

3.2 ENGINE

3.2.2 The engine shall be designed to operate knock free at all engine and vehicle speeds on unleaded fuel with a minimum octane rating of 87 [(RM + MM) ÷ 2].

3.3 ENGINE OIL COOLER

3.3.1 An auxiliary engine oil cooler shall be installed if required to maintain oil operating temperatures ≤ 300°F, under operating conditions described in the Section 1.0 of this specification.

3.4 FUEL SUPPLY SYSTEM

3.4.1 The fuel supply system shall be of such a design to eliminate vapor lock when the engine is operating in high ambient temperatures or during periods of extended idling.

3.5 BATTERY SYSTEM

3.5.1 The battery pack shall be optimized for best performance of the vehicle.

3.5.2 The heating and cooling system shall keep the components operating at optimum temperature under operating conditions specified within the scope of this specification.

3.6 FUEL TANK

3.6.1 The fuel tank furnished shall be the largest capacity available.

ATTACHMENT B
1142
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 5 of 11 Sept. 30, 2021

3.7 COOLING SYSTEM

3.7.1 The cooling system shall be liquid pressurized, forced circulation type. The manufacturer shall provide the heaviest duty cooling system components and recovery system applicable to the model offered. The cooling system design and capacity shall maintain the engine at optimum temperature, under all operating conditions specified, without any loss of coolant or overheating of engine or components. The cooling system shall be free of contaminants that may affect cooling system component longevity and performance. Optimum engine temperature shall be maintained with the vehicle loaded to the vehicle manufacturer’s published maximum gross vehicle weight rating (GVWR) and continually operated in all operating environments described within the scope of this specification.

3.8 ELECTRICAL SYSTEM

3.8.1 The electrical system shall be 12-volt negative ground. All wiring shall include weather-proof connectors.

3.8.2 The vehicle battery shall be the optional heaviest duty type available, compatible with the vehicle charging system and intended for police service. The vehicle battery shall have a minimum of 800 cold cranking amps, with a manufacturing date not exceeding six (6) months prior to vehicle delivery. Vehicles will not be accepted with batteries exhibiting less than 90 percent of full charge at time of delivery.

3.8.3 The generator/alternator shall be the highest capacity optional generator/alternator listed in the manufacturer’s current police package brochure applicable to the vehicle bid. It shall have a minimum 200-amp output.

3.9 TRANSMISSION

3.9.1 The transmission shall be fully automatic transmission equipped with auxiliary transmission fluid coolers, if necessary, to maintain oil operating temperatures not to exceed 275°F, maximum. Console or floor mounted shifters are acceptable but must be capable of allowing the installation of radio and equipment.

3.10 BRAKES SYSTEM

3.10.1 The brakes shall be power assisted regenerative braking and feature an anti-lock brake system (ABS). All four wheels shall be equipped with disc brakes. Friction material shall be designed for police applications.

3.11 WHEELS AND TIRES

3.11.1 Each vehicle shall be supplied with five (5) matching wheels and tires. One (1) of the five (5) shall be a matching full-size wheel and spare tire. A space

ATTACHMENT B
1143
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 6 of 11 Sept. 30, 2021

saver type spare tire is not acceptable. The wheels shall have a safety ridge rolled into the rim or otherwise designed to prevent the tire from separating from the wheel in the event of a flat. Wheels shall be designed for police applications. Lug nuts shall be covered with a center cap.

Manufacturer’s standard Tire Pressure Monitoring System shall be supplied. If a tire pressure activation tool is needed to reset the light on the tire pressure monitoring system, one tool shall be provided for each vehicle as part of this requirement.

3.11.2 The vehicle manufacturer shall test and certify tires as acceptable for original equipment and replacement installation on the police package vehicle specified in this invitation for bid.

3.11.3 Any wheel weights used shall be “non-lead” type.

3.12 SUSPENSION

3.12.1 The front and rear suspension including shock absorbers shall be designed for police work. Front and rear stabilizer bars are required.

3.13 DRIVE SYSTEM

3.13.1 The drive system shall be designed to give the best overall performance for the transmission and tire size installed on vehicle.

3.14 RADIO SUPPRESSION

3.14.1 No standardize radio suppression requirements. Successful bidder shall work with the Agencies that have specific radio suppression requirements post award.

3.15 BODY

3.15.1 The body shall be a four door, utility vehicle with center post. Protective side molding shall not be installed on the vehicle. This is to permit installation of an Agency insignia (33” long by 20” high) without trim interference.

3.15.2 The wheel wells shall be constructed so that OEM approved tire chains or cables may be installed in a conventional manner, without clearance problems and without causing body or structural damage to the vehicle.

3.16 EXTERIOR COLOR

3.16.1 The body shall be painted manufacturer’s gloss black. The roof panel and lower portion of both front doors below the window belt line shall be painted manufacturer’s gloss bright white. After-factory applied paint to accomplish the white portion of the two-tone paint scheme is acceptable if factory

ATTACHMENT B
1144
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 7 of 11 Sept. 30, 2021

applied black and white two-tone paint configuration is unavailable from the manufacturer.

3.17 INTERIOR/SEAT UPHOLSTERY

3.17.1 Front seats shall be bucket type accommodating the installation of a center console by the end user. A 60/40 split bench/bucket type seat is not acceptable. The driver’s seat shall be power adjustable and shall be designed for maximum comfort, support and durability. The front and rear seats shall be the manufacturer’s standard cloth upholstery (A vinyl rear set is acceptable provided the manufacturer warranties the vinyl seat material against sun and heat damage for not less than three (3) years).

3.18 SPEEDOMETER

3.18.1 The vehicle described in this specification will be used in law enforcement and speedometer accuracy is essential. The speedometer shall be calibrated and be accurate within two (2) miles per hour at speeds from 15 to 100 miles per hour of the true vehicle speed, within the environmental operating conditions specified in Section 1.0 Scope. A digital only speedometer is preferred and shall be installed if offered. If equipped with an analog speedometer, the dial face shall be marked up to a minimum of 140 miles per hour and the face markings shall be in increments no greater than two (2) miles per hour. The design of the speedometer, whether analog or digital, shall be such to ensure accuracy throughout the life of the vehicle. A letter of certification of accuracy shall be provided with each unit and shall be applicable to both digital and analog displays. The bidder shall specify the size of tires for which the speedometer is certified.

3.19 PAYLOAD

3.19.1 The vehicle shall have a minimum payload of 1500 lbs when configured in the standard Police Pursuit rated version.

3.20 RADIO

3.20.1 Vehicle shall be factory equipped with the factory base radio and radio speaker(s).

3.21 SPOTLIGHTS

3.21.1 Factory installed A-Pillar incandescent spotlights with 2 wire handles, one spotlight on each A-Pillar. Shall be a glass sealed beam incandescent bulb H-7635. The two wire handles shall have one black and one red color wire each 48 inches in length and non-terminated. If factory is unable to install the spotlights, factory shall prepare the vehicle structure ready for spotlight installation (i.e. manufacturer shall at a minimum install spotlight brackets

ATTACHMENT B
1145
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 8 of 11 Sept. 30, 2021

and drill A-pillar through-holes) and send the spotlight assemblies to agency for installation.

3.22 HOOD-LATCH RELEASE

3.22.1 The hood latch release shall be mounted inside the front passenger compartment so that the hood cannot be readily opened from outside the vehicle. The release shall be readily accessible to the seated driver.

3.23 FLOOR COVERING

3.23.1 The floor covering of the front and rear floor shall be standard rubber, vinyl or carpet. The color shall be keyed to the upholstery color. OEM floor mats shall be included for carpeted vehicles.

3.24 INTERIOR AREA

3.24.1 The Vehicle shall be equipped with 1st and 2nd row seats only and shall have a seating capacity of minimum 5.

3.25 CONTROLLER AREA NETWORK (CAN) SYSTEM

3.25.1 At a minimum, the vehicle shall make available in usable format the following vehicle signals via the vehicle’s CAN for use by the agency’s emergency vehicle equipment (Whelen CenCom Core ® or similar): engine running, vehicle speed, brake-service (indicator of brake pedal being applied), doors (open/closed state of all doors and hatch), turn signal (right, left), transmission selector position (park, reverse, neutral, drive), and key position (off, accessory, run, crank).

3.26 MISCELLANEOUS EQUIPMENT

3.26.1 The vehicle shall be equipped with the following miscellaneous equipment:
a) Backup camera with display.
b) Reverse sensing.
c) Heated driver and passenger mirrors.
d) Tilt steering wheel.
e) Fresh air type heater and defroster. Refrigeration air conditioning of a size and type recommended and installed by the manufacturer of the vehicle.
f) Intermittent windshield wiper system.
g) Fuel level and water temperature indicator gauges.

ATTACHMENT B
1146
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 9 of 11 Sept. 30, 2021

h) 12- volt DC power outlet in front compartment.
i) Ballistic Door Panels (left front and right front doors), threat level 3+ or better (Door Panels shall meet and pass National Institute of Justice Certification level III plus test standards.

Testing certification shall be provided upon request).
j) Cruise control.
k) Dual electric horns or dual note horn.
l) Headlight wigwag capability.
m) Map/dome/courtesy light(s) which provide the following functions:
• When vehicle front doors are opened, none of the interior map/dome/courtesy light(s) shall illuminate automatically. • At least one map/dome/courtesy light (at both front and second row) that shall be manually operated to illuminate the seating areas.
n) Quick release style driver’s side inside door handle to allow the driver’s door to be unlocked by pulling on the inside handle. o) Driver and front passenger front impact air bag.
p) Driver and front passenger side impact air bag.
q) All four (4) doors shall contain power locking and unlocking mechanisms controlled by switches located on the driver’s side door control panel.
r) All four windows shall be power actuated and controlled from the driver’s side door control panel with a lockout feature to prevent other windows from being operated when locked out by the driver. s) Rear window defogger/defroster on a separate switch. t) The vehicle shall use the same single key or fob for ignition, door, rear and glove box (if vehicle includes). A set of four (4) total keys or fobs shall be supplied for each vehicle. Each vehicle shall be keyed individually.
u) Arm rests on each of the four (4) doors (arm rests in rear passenger compartment may be mounted on other than the door if vehicle is so designed).

ATTACHMENT B
1147
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 10 of 11 Sept. 30, 2021

v) Left and right remote control outside mirrors. Similar in appearance and mounted on left and right front doors. Both mirrors shall be controllable from the driver’s seat.
w) Windshield and all windows shall feature tinted glass. x) Light in rear cargo area with rear cargo door actuated switch. y) Standard tool kit including wheel changing tools and jack adequate to safely lift the vehicle.

3.27 PERFORMANCE REQUIREMENTS

3.27.1 All vehicles must pass the tests in the latest version of the STATE OF MICHIGAN Department of State Police and Department of Technology, Management and Budget, Police Vehicle Evaluation Program (see Exhibit 3 for testing methodology).

3.27.2 All vehicles shall meet the following Top Speed and Acceleration requirements:
a) 0 to 60 miles per hour in 9.0 seconds or less.
b) 0 to 80 miles per hour in 15.0 seconds or less.
c) 0 to 100 miles per hour in 23.0 seconds or less.
d) Attain a top speed of not less than 130 miles per hour within a distance of two (2) miles.

3.27.3 All vehicles shall be tested for the following Vehicle Dynamics:
a) Steering – Response, Road Feel.
b) Suspension – Roll Resistance, Front-end Dive, Rear-end Squat. c) Handling – High-speed Curves, Medium-speed Curves, Tight Cornering, Predictability.

3.27.4 All vehicles shall meet the following Braking requirements/tests:
a) ABS Braking:
• Full ABS stop from 60 MPH. Stoping distance shall not exceed 140 feet.
• Vehicle stops in a straight line, within its own lane and without evidence of brake fade or excessive pedal travel.

ATTACHMENT B
1148
State of California
Bid Specification

HYBRID MIDSIZE UTILITY VEHICLE,

LAW ENFORCEMENT HIGH SPEED VEHICLE

POLICE PURSUIT
2310-5712, Rev 0
1-22-23-14C
Attachment B2
Lai, Y Page 11 of 11 Sept. 30, 2021

b) Pursuit Course Testing:
• No evidence of excessive brake pedal travel or brake fade. • Braking system provided acceptable stopping power.
• No steering pull or wheel lock-up.
• No flame occurring within the test.

ATTACHMENT B
1149
Non-core discount = 0% off catalog list price. To access a complete list of contract Non-Core catalog pricing contact Folsom Lake Ford Contact
Line Item #
(CLIN)
Commodity Description Manufacturer (OEM) Model SKU # / Item # Unit of Measure
Quantity in
Unit of Measure Contract Price
C1
Law Enforcement Mid-size Utility Vehicle with Police Package in accordance with specification #2310-5644 dated 9/30/2021. Ford Explorer K8A Each 1 *CURRENTLY
UN
AVAILABLE*
C2
Law Enforcement HEV Police Pursuit/Interceptor in accordance with specification #2310-5712 dated 9/30/2021 Ford Explorer K8A Each 1 *CURRENTLY
UN
AVAILABLE*
C3 5yr. / 100,000 mi. - Extended Powertrain Warranty Utility Vehicle Ford N/A N/A Each 1 -$ C4
OPTIONAL BADGE DELETE: Manufacturer's nameplate(s) /
badge(s) shall be removed from the vehicle on both front doors below the window belt molding and on the tailgate. "After-factory" dealer nameplate / badge removal is acceptable if factory badge delete is unavailable from the manufacturer Note: Option not available for Ford Explorer HEV, Item T2 Ford 16D N/A Each 1 -$
C5
BALLISTIC DOOR PANEL DELETE OPTION: Remove front driver and passenger door mounted ballistic panels Ford Level 3 + N/A Set 2 2,853.00$ Statewide Contract 1-22-23-14C Enforcement Vehicles, Police Pursuit *Attachment A - Contract Pricing, Supplement 5*
Contractor: Folsom Lake Ford
End of Sheet

CORE ITEMS TABLE

Page 1 ends

ATTACHMENT B
1150
5 (Rev. 1.17.2025)

EXHIBIT B

INSURANCE REQUIREMENTS
NOT
APPLICABLE – PURCHASE OF GOODS

ATTACHMENT B
1151
6 (Rev. 1.17.2025)

EXHIBIT C

ATTACHMENT B
1152

PRICE QUOTATION

FOLSOM LAKE FORD
12755 FOLSOM BLVD.

FOLSOM, CA 95630
(916) 351-4202 - Direct Date: 4/29/2025
To: Alanna Bindi / Fleet Manager / City of Stockton for Stockton P.D.

From: Mark A. Paoli / Fleet Director / Folsom Lake Ford Subject: Pricing for 2025 Ford Interceptor (State of California Contract# l-22-23-14C) $49,313.00 - Bid Price (2025 Ford Police Interceptor Utility AWD / 3.3L V6 Gas Eng) 995.00 - Front Doors Painted White - Remainder of Vehicle Agate Black (CAL) 930.00 - Front Headlamp Lighting Solution (66A) - Includes Pre-Wiring (60A) 640.00 - Spot Lamps - Dual Unity LED (51 S)
352.00 - Underbody Deflector Plate (76D)

84.00 - Rear-Door Controls Inoperable - Locks/Handles/Windows (68G)

52.00 - Keyed Alike - Code 1284X (59B)
$52,366.00 - Selling Price (Agate Black Metallic Paint w/White Front Doors)

85.00 - Documentation Fee
$52,451.00 - Subtotal
4,720.59 - Sales Tax (9.0%) Subject to Change
250.00 - Delivery to Stockton, CA

34.00 - OMV Electronic Filing Fee

8.75 - California Tire Fee
$57,464.34 - Total Price (EACH) Valid thru 6/13/25 or until '25 PIU order bank closes X30
$1,723,930.20 - Total Price (30-Interceptors) F.O.B. Stockton, CA Payment Terms: $500.00 Discount Per Vehicle for Payment Within 20 Days / Net 30 Included: Ballistic Door Panels (Level III+), BLIS (Blind Spot Monitoring with Cross Traffic Alert), Dark Car Feature, Ford Pro Upfit Integration Feature, Ford Telematics (Includes Complimentary Two-Year Subscription), Front License Plate Bracket, Noise Suppression, Police Engine Idle Feature, Police Perimeter Alert, Police Pursuit Mode, Power Passenger Seat ( 4-Way), Red/White Dome Lamp In Cargo Area, Rear Auxiliary Air Conditioning, Rear View Camera with Washer (Displayed In 8" Center Stack Screen) Includes On-Demand Feature, Remote Keyless Entry with Four Keys and FOBs, Reverse Sensing, SYNC (Bluetooth), Trailer Hitch (Class III - Includes Wiring), Upfitter Switches(4) Mounted on Steering Wheel and 5yr/100k/0ded Powertrain Warranty.

ATTACHMENT B
1153
CITY OF STOCKTON Page 1 of 1
July 17, 2025
Fully Executed Form Routing: Original to City Clerk; Copy to Vendor Contract Change Order #: 3
Resolution/Motion No. 2023-03-07-1206____ Contract No. 423000428 (I f not required enter “N/A”) Contract #
OM-23-022 – Police Department and City Vehicle Up-Fitting Project Number / Project Name / Activity
Original Contract Price $2,158,045.80
Approved Change Order Total $5,374,272.71
This Change Order $993,811.20
Revised Contract Price $6,368,083.91
TO Stommel DBA Lehr Auto Electric (Contractor). 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
Upfitting of 30 police interceptor police vehicles at $33,127.04 for each unit.

Total Cost is $993,811.20
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, 0 months extension of time will be allowed.

Accepted Date
St ommel DBA Lehr Auto Electric
By
Title
Note: This contract change order is not effective until approved by the City Manager.

APP
ROVED AS TO FORM & CONTENT:

OFFICE OF THE CITY ATTORNEY
BY
Dat
e:

ATTE
ST:

KATHERINE ROLAND, CMC, CPMC

CITY CLERK OF THE CITY OF STOCKTON
Internal Approval Routing
Dat
e:

Submitted by: Alanna Bindi, Fleet Manager
Dat
e:

Approval by: Nguyet Pham, Department Fiscal Division
Dat
e:

Approval by:

Rosa Alvarez, Deputy Public Works Director
Appr
oval Recommended by:

Dat
e:

Chad Reed, Public Works Department Director
Change Order Approved By:

Dat e:

Interim Ci ty Manager, Steve Colangelo

ATTACHMENT C
1154
City of Stockton
Legislation Text
File #: 25-0690, Version: 1

STOCKTON ECONOMIC STIMULUS PROGRAM (SESP) UPDATE AND CONSIDERATION OF

POTENTIAL PROGRAM AMENDMENTS

RECOMMENDATION
It is recommended that City Council receive a program update and consider information regarding program performance to determine what, if any, amendments are warranted and act accordingly.

Summary
Stockton established a Public Facility Fee (PFF) program in 1988 to fund mitigation efforts associated with new development and to provide the public amenities (i.e. infrastructure) required to serve new development. In 2010, City Council adopted the program’s first fee waiver program to provide an incentive to develop the “Greater Downtown Stockton Area” and single-family residential projects citywide. The Stockton Economic Stimulus Program (SESP) was introduced in 2015 by the Building Industry Association of the Greater Valley (BIA) and championed by then Mayor Silva.

The original goal of SESP was to accelerate the development of 1,000 single-family homes and 500 multi-family residential units throughout the City, subject to specific terms. The residential permit component of SESP was originally set to run for 36 months from the date of City Council adoption, with a review by the Council within 18 months of the program adoption. SESP was extended in 2018 and again in 2019. The current iteration of SESP is in effect until the Council adopts and implements new fees as outlined in an updated Public Facility Fee Nexus Report.

Since its inception in January of 2016 to December 31, 2024 (9 years), 3,461 single-family and 548 multi-family units were issued fee waivers under the SESP program. Further, 737,036 square feet of Commercial and 17,191,291 square feet of Industrial development also received fee waivers.

As a part of SESP adoption, the BIA forecasted (via a UOP Study - Attachment A) that the construction of 1,000 single-family homes would lead to 3,700 jobs, with more than 2,138 attributable to the direct effect of construction. Based on submitted SESP recipient self-certifications, the unduplicated count of individuals employed by SESP-assisted projects is 5,525, of those employed 2,883 reside in Stockton.

Over the 9 years of SESP, an average of 385 single-family units were constructed and 614 unduplicated jobs reported (of which 320 were Stockton residents) were reported annually.

Compared to the UOP study ratio of 2.138 construction jobs per single-family unit, job creation projections were not met. Based on said ratio the average should be approximately 823 jobs, based on SESP’s construction average of 385 single-family units per year (2016 - 2024).

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Part of the rationale for the SESP program was that City Council recognized that the Envision Stockton 2040 General Plan Update would be different from the 2035 General Plan in effect at the time of SESP creation. The 2035 General Plan was prepared at a time of rapid growth under different conditions. The 2040 General Plan (adopted in 2018) encourages infill and focuses on smart growth to achieve public health and Climate Action Plan goals. This revised approach was forecasted to result in reduced mitigation requirements and different PFF fee amounts.

SESP reduced certain PFFs to provide an incentive to accelerate residential building in hopes of increasing local employment and economic growth. Additionally, SESP was approved in part because developers believed existing fees were too high and ultimately would be lowered as a result of an updated PFF program (i.e. Nexus Study) reflecting the 2040 General Plan. An updated nexus study and new PFF program is presently being drafted, and public drafts will be released this calendar year for stakeholder comment and input.

As of December 31, 2024, the total amount of fees waived by SESP is $94,009,668, resulting in reduced revenues for police stations, fire stations, street improvements, parks, libraries, recreation centers, city facilities, and repayment of prior PFF loans. A breakdown of said waivers by land use is itemized in the following tables:

Council has the option to maintain, extend or otherwise modify the existing SESP program. Council does not have the option to add or increase fees at this time as the public hearing notice did not include information pertaining to new or increased fees.

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DISCUSSION
Background
Legal Framework for PFF
Public Facilities Fees provide revenue to implement the goals and objectives of the City of Stockton General Plan and to mitigate impacts as a result of new development within the City. The fees ensure that new development projects pay their fair share of public amenities (i.e. infrastructure) required to mitigate development and serve Stockton residents. Title 7, Chapter 5, Section 66000 et seq. (Mitigation Fee Act) of the California Government Code provides that Public Facilities Fees may be enacted and imposed on development projects. In 1988, the City of Stockton found and determined that new development projects cause the need for construction, expansion, or improvement of public facilities within the City and create new permanent spending obligations. PFFs are established as new development causes the need for construction, expansion or improvement of public facilities within the City of Stockton. In some jurisdictions, PFFs are known as Impact Fees or Development Impact Fees.

Utilization of a PFF program allows for the allocation of improvement costs across development projects. Absent a city-wide PFF program, improvement costs would not be apportioned, and the full cost of mitigation improvements would be borne by the first project that established the need for the improvement. Such an approach would be a barrier to development given the disproportionate costs to early development projects.

If the fees collected for construction, expansion, or improvement of Public Facilities to accommodate the increased demands of new development are waived, the requirement to mitigate the impact of development does not go away. To elaborate, under AB 602 (2021), said waived funds must be supplanted by alternate city funding sources. If PFFs are waived, installation of public amenities could be indefinitely delayed absent another funding source and the result could be inadequate Public Facilities within the City and noncompliance with State law.

Complete or partial waivers of PFFs effectively eliminate/reduce the benefits of the cost allocation model described above and delay public facility development. In other cases, it could violate City contractual obligations or fail to meet California Environmental Quality Act requirements (i.e. mitigations) - creating significant new issues. The PFF program enables individual projects to move at their own pace based on the proportionate cost and allows for incremental development.

Prior to a city approving new or increased development impact fees or establishing or increasing other fees which have no specific statutory notice requirement, a city is required to hold at least one public hearing with appropriate legal notice published at least 10 days prior to the public hearing. A waiver, reduction or elimination of a fee does not require a public hearing.

Program Adoption
On August 18, 2015, former Mayor Silva introduced the Stockton Economic Stimulus Program (SESP) for City Council consideration. Sponsored by the BIA, SESP is an incentive-based program to promote economic development through residential construction through the reduction of certain City of Stockton Printed on 8/7/2025Page 3 of 14
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Public Facilities Fees (PFF). At the time, the hope was that the economic benefits of home construction would offset lost PFF revenues.

The City of Stockton uses PFF revenues to provide community benefit through the completion of capital projects required to serve or mitigate new development. SESP was not the first incentive program implemented in Stockton. In September 2010, the City Council adopted Resolution No.10- 0308 to authorize a reduction program providing incentives for development in the Greater Downtown Area, and non-residential development and residential development citywide. A multi-family housing PFF reduction program was added in October 2010.

On November 17, 2015, the City Council adopted the SESP program (Attachment B-Resolution No. 2015-11-17-1602). The adopted program reduced certain PFFs by 100 percent for applicants that comply with program requirements. Fees totaling more than $57,000 were reduced by almost $20,000. SESP was not expected to overcome prevailing economic forces because the existing 2010 fee reduction program had not resulted in a notable increase in development. There was hope that SESP could accelerate planned residential development and stimulate economic activity in the City.

SESP was originally authorized for 36 months and went into effect on January 19, 2016.

The specific fees reduced by SESP are as follows:
*Or up to $19,997, whichever is less
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SESP program terms and requirements have evolved since 2015 as follows:
2015 (Resolution 2015-11-17-1602 - Attachment B)
· Program to expire on December 31, 2018
· SESP waivers only apply to the first 1,000 single-family and 500 multi-family permits issued citywide
· Only units within the existing City Limits as described in the 2008 General Plan Settlement Agreement are eligible
· Developers must comply with local hire and disadvantaged individual requirements:
o At least 50% of the workforce on a permit residing within Stockton. o By permit issuance, builder(s) must provide a list of all employees (including names and addresses) that worked on SESP permits
§ From the time that the first residential building permit is issued to a developer, quarterly reports identifying the above must be submitted to the City o Disadvantaged communities will be included in the local workforce to the greatest extent feasible. Projects (i.e. developers) participating in this program shall work with the BIA and NAACP to coordinate the hiring of disadvantaged Stockton residents. § To be considered disadvantaged, an individual or firm must be a member of one of the following groups:
· African American
· Asian Pacific American
· Native American
· Women
o The BIA shall provide opportunities to youth from SJCOE YouthBuild, Lincoln High School's Engineering Construction Academy, SUSD Edison's woodworking and construction program, and Jane Fredrick's masonry program. · A monthly report to the City identifying the total number of lots in their project, the number of permits issued, the number of homes under construction and the number of homes with a final permit.
· Applicants must start construction within six months of permit issuance unless an extension is approved.
· Builders may receive no more than twenty (20) building permits at any given time for each final map, or forty (40) citywide for builders involved in more than one subdivision under SESP. · Builders must start and receive a first inspection for each permit within six months of the permit being issued, unless an extension is approved (permits in SB 535 disadvantaged areas exempt)
· Noncompliance with SESP regulations result in builder reimbursement of all waived fees (during noncompliance period) back to the City and ineligibility for future program waivers 2018 (Resolution 2018-07-17-1302 - Attachment C)
· SESP expiration extended to December 31, 2020.
· Increase of developer's permit limitations in non-disadvantaged areas to 30 per subdivision and 80 citywide.
· All other program components remained "as is"
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2019 (Motion 2019-08-20-1405 - Attachment D)
· Removal of specific program expiration date; expiration is now triggered by adoption of new PFF nexus study and associated PFF fee schedule
· Elimination of the program cap of 1,000 single-family residential permits · Elimination of the program cap of 500 multi-family residential permits · Removal of local hire requirement for multi-family projects · Removal of permit limitations for builders (i.e., construction and inspection timing requirements)
· All other program components remained "as is"
The current iteration of SESP is in place until adoption of a new Development Impact Fee Nexus Study and associated PFF fee schedule.

University of the Pacific (UOP) Study
Presented by the BIA in 2015, the UOP Study analyzed the economic benefit of constructing 1,000 single-family units and quantified the effect of a PFF reduction program on permit fees. The study highlights economic benefits of constructing 1,000 new Single-Family Homes, including: 3,700 jobs in San Joaquin County, $492 million in economic output for San Joaquin County, $244 million value added, $56 million in permit and fee revenue for local governments, and $64 million in tax revenue to federal, state, and local government. However, the author of the study was quoted as being “neutral” on SESP and commented that the study was “not meant as a policy analysis on how to achieve that” (StocktonRecord quote of Dr. Jeffrey Michael, October 12, 2015).

The UOP study estimated the broad economic benefits of home construction and did not distinguish the economic effect in Stockton from the whole of San Joaquin County. Further the UOP study did not illustrate baseline information such as underlying market conditions or projections. In 2013, the City commissioned Economic Planning Systems (EPS) to prepare an analysis of the market conditions of the City’s housing market. EPS estimated that upon economic recovery, new housing construction would normalize at 700 units per year. Additionally, EPS analyzed how fees affect the feasibility of housing construction and concluded that impact fees do not directly influence price. The analysis stated that the housing market determines the price.

Since SESP was implemented, the median market price of new single-family residential construction exceeded the amount of PFFs waived. The median sales price of new single-family residential construction increased by $234,950, from $224,600 in 2015 to $459,550 in 2024 - more than 104.6 percent. Given that new single-family home pricing is based on market conditions, and market price increases outpaced the PFF fee waiver amount by over eleven times, there is a possibility that the SESP fee waivers are no longer necessary to “close the gap” for new residential construction.

The UOP study also did not consider the ongoing cost to the City of providing services. Statewide, the cost to serve residential development exceeds the revenues generated from development. In Stockton new residential development is estimated to add net General Fund costs not included in the Long-Range Financial Plan (L-RFP). In 2018, it was calculated that the annual service and maintenance General Fund deficit created by residential development ranges from $453 to $787 per unit depending on the specifics of the single-family construction. Consequently, while the UOP study accurately forecasted an increase in local tax revenues, it did not call out the net negative effect on City of Stockton Printed on 8/7/2025Page 6 of 14
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the City’s General Fund and ability to provide services. On April 2, 2019, the Stockton City Council formally approved the formation of a city-wide Community Facilities District (CFD No. 2018-3) to address the net cost of new residential development and improve the ability to provide long-term citywide services.
2025 Update
On June 3, 2025, a City Council Public Hearing was scheduled for the Council to receive a SESP update which included the consideration of potential program amendments. The item was continued to allow staff time to meet with industry representatives to obtain feedback and develop options for Council consideration on either July 29th or August 12th, 2025. Representatives were selected from the City’s Industry Working Group (IWG) which is comprised of stakeholders that represent residential developers, the Building Industry Association (BIA) of the Greater Valley, the City Planning Commission, the San Joaquin Builders Trade Commission, and a General Contractor.

Staff met with representatives on both July 8 and July 22, 2025, to discuss the SESP program as well as the ongoing PFF Update effort. Items of note included the costs of development, ongoing market pressures, and the desire to find a solution to meet the needs of both the City and development industry.

Present Situation
The following data was prepared to inform on the current program. The following information is derived from statistics dating from January 1, 2016, through December 31, 2024.

Counts: A total of 3,649 single-family residential permits, 1,343 multi-family residential permits, 164 commercial permits, and 118 industrial permits were issued between January 2016 and the end of December 2024.

Nearly all single-family residential building permits (3,461 or 95 percent) were issued under the SESP program. SESP vs. Non-SESP Building Permit Residential Unit Counts from January 2016 to December 2024 are as follows:

Approximately 41 percent (548) of multi-family residential units constructed during this period were issued permits under the SESP program (this lower ratio can be attributed to other available waiver programs for multi-family development). A report showing the monthly residential counts (SFR and MFR) is included as Attachment E (SESP Summary Unit Counts for Issued Residential Permits).

Total Single-Family and Multi-Family SESP Unit Counts by Council District from January 2016 to December 2024:

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All figures are rounded to the nearest whole dollar
All commercial and industrial (nonresidential) permits automatically receive the 50 percent SESP reduction.

Total Nonresidential SESP Counts by Council District from January 2016 to December 2024:

Table Continued
Industrial
(Warehouse)
Total
Permits
(Commercia
l &
Industrial)
Total Sq Ft (Commercial
& Industrial)
Council
Districts
Permits Sq Ft
1 16 $107,990 34 $220,678
2 5 $93,559 13 $109,814
3 3 $5,482 27 $109,370
4 10 $767,465 25 $813,726
5 26 $687,585 91 $933,338
6 53 $15,529,21087 $15,741,401
Grand
Total
113 $17,191,291277 $17,928,327
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Summary of Distribution: The tables below identify recipients of SESP waivers from program inception through December 31, 2024.

Approximately 79 percent of single-family residential building permits issued under the SESP program were built by housing developers, the remainder by individuals or small builders. Further, approximately 21 percent of all SFR permits issued under SESP were issued to builders located in Stockton.

Single-Family SESP Permit Distribution by Recipient:
*Company based in Stockton
All figures are rounded to the nearest whole dollar
All multi-family residential building permits issued under the SESP program were built by housing developers. Further, 57 percent of all MFR permits issued under SESP were issued to builders located in Stockton.

Multi-Family SESP Permit Distribution by Recipient:
*Company based in Stockton
All figures are rounded to the nearest whole dollar
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SESP Credits: As of December 31, 2024, the total amount of fees waived under the SESP program is $94,009,668. As displayed in the table below, the City has foregone resources that could have been used for city facilities, recreation centers, libraries, police stations, street improvements, fire stations, and parks.

Total PFF Fees Waived by Category:

All figures are rounded to the nearest whole dollar
In 2015, one of the justifications for SESP was that City Council recognized the Envision Stockton 2040 General Plan update would differ from the 2035 General Plan in place at the time. The 2035 General Plan was prepared at a time of rapid growth under different conditions. The 2040 General Plan (adopted 2018) encourages infill and focuses on smart growth to achieve public health and Climate Action Plan goals. This revised approach was forecasted to impact PFF fee calculations and reduced mitigation requirements.

Further, SESP was adopted in part because developers believed existing fees were too high and that an updated PFF Nexus Study and accompanying PFF Fee Schedule would result in reduced fee amounts. The study is currently being developed and will be available for public comment during this calendar year.

From 2015 to 2024, the increase in median sales price for single-family homes was $234,950, approximately over eleven times the amount of fees waived ($19,919.61). Remembering the BIA’s prior comments to Council that builders would sell new homes at market rates, there is a possibility that the SESP fee waivers are no longer necessary to “close the gap” for new residential construction.

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Further, taking into account that approximately 79 percent of the SFR SESP and 43 percent of MFR permits went to builders located outside of Stockton, not only did the City forego $94 million for needed improvements but at least $59 million of waived fees left the local economy.

SESP Employment Effect: The UOP study estimated that nearly 3,700 jobs (2,138 attributed to the direct effect of construction) would be created by the construction of 1,000 single-family homes per year. Based on submitted SESP recipient self-certifications, the unduplicated count of individuals employed by SESP-assisted projects (attributed to construction) is 5,525, of those, 2,883 reside in Stockton.

Over 9 years of the SESP, an annual average of 385 single-family units were constructed, with 614 unduplicated jobs reported (of which 320 were Stockton residents). Compared to the UOP study ratio of 2,138 construction jobs per 1,000 new units, job creation projections were not met. Based on the above ratio (2.138 jobs per unit) that average should be approximately 823 jobs based on the program’s annual construction average of 385 single-family units.

SESP Compliance: All participants of the SESP program are required to submit monthly reports to the City. Participation in the SESP program is contingent on at least 50 percent of the workforce for a permit residing in Stockton (excluding multi-family). Based on the reported data, the Local Hire requirement is being met. If a participant does not satisfy the conditions of the SESP program, they will be required to reimburse the City the equivalent PFF fee reduction for each permit issued during the period of noncompliance.

The adopted SESP program included the direction that individuals from disadvantaged communities within Stockton be included in the local workforce to the extent possible. An agreement between the BIA and the Stockton Branch of the National Association for the Advancement of Colored People (NAACP) was referenced in the enacting resolution, but not subject to the monthly reporting requirements or City enforcement. Either the BIA or the NAACP would have to comment on the relative success of the agreement to employ individuals from disadvantaged communities. 2025 Update
Staff met with IWG representatives on both July 8 and July 22, 2025 to discuss the SESP program as well as the ongoing PFF Update effort. Items of note included the costs of development, ongoing market pressures, and the desire to find a solution to meet the needs of both the City and development industry. Upon review of program data and potential impacts, three options (listed below) were developed by the group.

Conclusion
It is recommended that Council receive information from the public hearing, consider the impacts/results of the SESP to-date, and provide staff direction on how to move forward. Council has the option to maintain, eliminate, extend, or otherwise modify the existing SESP program. Through collaboration with IWG representatives, potential options include:

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Summary: Maintain current SESP
Result: All waivers will remain until new PFF fees are adopted (per Motion No. 2019-08-20- 1405).

PFF fund balances will continue to accrue at current rates.

Option 2 - Amend SESP - Grandfathered & Phased
Summary: All active entitled projects and projects deemed complete for processing (that currently qualify for SESP) at the time of Council action shall receive SESP waivers.

New (future) projects shall receive reduced SESP waivers (at Building Permit issuance) as follows:
75% waiver next 6 months
50% waiver following 6 months
25% waiver following 6 months, or until new PFF fees are adopted.

Option 2 Table
Result: PFF fund balances projected to increase as waiver reductions decrease.

Provides an 18-month phaseout timeframe for new projects Option 3 - Gradual Phase Out
Summary: From effective date onward, SESP waivers will gradually be phased out:
85% waiver next four months
70% waiver following four months
55% waiver following four months
40% waiver following four months
25% waiver following four months
10% waiver following four months
0% waiver moving forward
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Option 3 Summary Table
Result: PFF fund balances projected to increase as waiver reductions decrease.

Provides a 24-month phaseout timeframe for all projects (entitled, deemed complete, and new)
Option 4 - Elimination of SESP
Summary: Adoption of an immediate or future SESP sunset date Result: Waivers will cease immediately (upon Council action) or at a specified date.

PFF fund balances projected to increase due to increased revenues.

FINANCIAL SUMMARY
As of December 31, 2024, the total amount of fees waived under the SESP program is $94,009,668.

As a result, the City has foregone resources that could have been used for city facilities, recreation centers, libraries, police stations, street improvements, fire stations, and parks.

For example, these resources could have been used towards the new City Hall or funded a portion of the new Northeast Library. If PFF fees were available and utilized for the Northeast Library, City Council could have an additional $4.5 million in available Strong Communities (Measure M) funding to immediately expand or improve library and recreation services at existing locations. Furthermore, had the $10.6 million in parkland PFFs been collected, additional park space could have been developed for residents as identified in the Capital Improvement Plan (CIP). If continued, the reduced PFF collections will further delay public infrastructure, and absent other resources, a permanent facility deficit will exist.

Public Comments
Notice for this public hearing was published in The Record on August 3, 2025, and a mailed notice was sent to all SESP recipients, the Building Industry Association of the Greater Valley (BIA GV) and NAACP Stockton - San Joaquin Branch at least ten (10) days prior. As the writing of this staff report, no written comments have been submitted to the Community Development Department.

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Attachment A - UOP Study
Attachment B - Resolution No. 2015-11-17-1602
Attachment C - Resolution No. 2018-07-17-1302
Attachment D - Motion No. 2019-08-20-1405
Attachment E - SESP Summary Unit Counts
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Resolution No. 2015-11-17-1602

STOCKTON CITY COUNCIL

RESOLUTION ADOPTING A STOCKTON ECONOMIC STIMULUS PROGRAM

SUPERSEDING EXISTING PUBLIC FACILITIES FEE REDUCTION PROGRAM FOR

RESIDENTIAL AND NON-RESIDENTIAL PROJECTS
In 1988 the City Council adopted Stockton Municipal Code section 16.72.260, which established the authority for imposing and charging public facilities fees for new development; and
In 2005 the City Council increased these fees in response to a nexus study. The fee increases resulted in a significant increase in residential and nonresidential public facility fees; and
On September 14, 2010, the City Council adopted Resolution No. 10-0309, which established a temporary reduction of certain public facilities fees for non residential projects Citywide, exempted certain public facilities fees for residential projects in the "Greater Downtown Stockton Area," reduced certain public facilities fees for single-family residential projects developed within the existing City limits, as of October 14, 2008, and increased the Public Facilities Administrative Fee to 3.5% until December 2012;and
On November 16, 2010, the City Council adopted Resolution No. 10-0377, which expanded the program to include multi-family projects with a sunset date of December 31, 2012; and
On December 11, 2012, the City Council adopted Resolution No. 2012-12-11- 1601, which extended certain components of the fee reduction program through December 31, 2013, which were scheduled to sunset on December 31, 2012; and On December 17, 2013, the City Council adopted Resolution No. 2013-12-17- 1502, which extended certain components of the fee reduction program through December 31, 2014, which were scheduled to sunset on December 31, 2013; and On November 18, 2014, the City Council adopted Resolution No. 2014-11-18- 1501, which extended certain components of the fee reduction program through December 31, 2015, which were scheduled to sunset on December 31, 2014; and On August 18, 2015, the Mayor introduced the Stockton Economic Stimulus Plan (SESP) for City Council consideration, the City Council directed the City Manager to return to Council on October 6, 2015 and report on the financial impacts of the SESP and the status of the General Plan; and

ATTACHMENT B
1180
On October 6, 2015, the Council members scheduled a study session for October 13, 2015 to discuss the SESP. At the study session, Council discussed the SESP (Item 15-2115. On November 3, 2015, Council further debated the SESP and an alternative proposal (Item 15-2124) and moved to continue the public hearing to November 17, 2015 so that further analysis related to the alternative could be considered.

At the continued public hearing of November 17, 2015, the Building Industry Association (BIA) submitted a revised proposal which was further discussed and deliberated by Council.

In order to stimulate new development, attract new business, improve the unemployment rate, and jump start the local economy, the City Council of the City of Stockton desires to implement the following Stockton Economic Stimulus Plan; now therefore,

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

The Stockton Economic Stimulus Program (SESP) proposal is hereby adopted as follows:

1. Residential.

2. This program supersedes the City's 2010 Economic Development Department (EDD) Public Facilities Fee Reduction Program adopted in 2010 and extended through December 31, 2015. However, the current EDD program remains in force until such time the SESP is fully implemented.

3. Under the program, applicants will receive a reduction of City Building, Street Improvement and Parks Public Facilities Fees (PFF) for single family and multi family permits up to a total of $19,997 or 100% of these fees whichever is less.

More specifically, the PFF fees to be reduced are:
a. City Office Space
b. Community Recreation Centers
c. Libraries
d. Police Stations
e. Fire Stations
f. Street Improvements
g. Parks

4. The program for residential permits will last for 36 months from the date of Council adoption and shall be reviewed by Council within 18 months of program adoption.

The reduction program applies to the first 1,000 single family permits issued citywide for

ATTACHMENT B
1181
builders who comply with the terms of the program. The reduction program also applies for the first 500 multi-family units issued citywide for builders who comply with the terms of the program. Only units within the existing City Limits as described in the 2008 General Plan Settlement Agreement shall be eligible to participate in this program.

5. To participate in the residential component of the SESP, a developer must comply with the following local hire and disadvantaged individual requirements.

6. Local Hire Requirement. Participation in the Program is contingent on at least 50% of the workforce on a permit residing within Stockton. Employees residing within the City of Stockton city limits are considered local hires. By time of permit issuance, the builder must provide a list of all employees to work on a particular permit with names and addresses of the employees and identify which employees reside within Stockton city limits.

Should the number of local hires fall under 50%, the applicant has 30 days to cure the deficiency. If the applicant is unable to cure this within the 30 days, the applicant will be deemed non-compliant and subject to the penalties set out in paragraph 11, below.

From the time of the first residential building permit issued to an applicant, the applicant must make a quarterly report to the City. The report will identify the total number of workers employed on the project and the number of those employees who reside within the City of Stockton.

7. Disadvantaged Requirement. Disadvantaged communities will be included in the local workforce to the greatest extent feasible. Projects participating in this program shall work with the BIA to coordinate the hiring of disadvantaged Stockton residents to appropriate positions matching skills and experience to job requirements and staffing needs. In order to facilitate the inclusion of disadvantaged communities, the BIA has entered into an agreement with the NAACP. (See Attachment A for details).

To be considered as disadvantaged for the purposes of this requirement, an individual or firm must be a member of one of the following groups as listed within the City's Public Works Disadvantaged Enterprise (DBE) Program:

1. African American

2. Asian Pacific American

3. Native American

4. Women
The BIA shall provide opportunities to youth from SJCOE YouthBuild, Lincoln High School's Engineering Construction Academy, SUSD Edison's woodworking and construction, and Jane Fredrick's masonry program.

ATTACHMENT B
1182

8. On a monthly basis, the applicant will submit a report to the City identifying the total number of lots in their project, the number of permits issued, the number of homes under construction and the number of homes with a final permit.

9. Once a permit is issued, the applicant must start construction within six months of issuance unless an extension, authorized by state law and local ordinance is approved.

10. A builder may receive no more than twenty (20) building permits at any given time for each final map, or forty (40) citywide for builders involved in more than one subdivision under the SESP. The builder must start and receive a first inspection for each permit within six months of the permit being issued, unless the builder receives an extension as provided by state law and local ordinance. Permits in SB 535 disadvantaged areas are exempt from this paragraph.

11. If a participating builder does not satisfy the conditions of the Program, then the builder will be required to reimburse the City the equivalent reduction of 100% of City Buildings, Street Improvement and Parks PFF, as detailed above, for each issued permit that was in a stage prior to final permit inspection during the non-compliant period and shall not be eligible to further participate in the Program.

12. In the event the Program expires, or the numerical count of 1,000 single family unit permits and 500 multifamily unit permits is reached, or a developer chooses to not participate in the Program, or a developer is no longer eligible to participate in the program due to noncompliance with the local hire requirement of the SESP, the city will require payment of fees in the full, unabated amount.

13. Commercial/Industrial.

14. The current Commercial and Industrial fee reduction shall remain in effect until a new nexus study is completed and new Public Facility Fees (PFF) are adopted in conjunction with the current General Plan Update.

A 50% reduction of the following PFF for Commercial and Industrial permits shall remain in place until new fees are adopted under the General Plan Update:
i. City Office Space
ii. Community Recreation Centers
iii. Libraries
iv. Police Stations
v. Fire Stations
vi. Street Improvements

15. The fee reduction program set out in this resolution shall take effect 60 days following Council adoption.

ATTACHMENT B
1183

16. All other provisions of the Public Facilities Fees Program shall remain in full force and effect.

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

PASSED, APPROVED AND ADOPTED. --'"'""N;.,;.,o::::....;v:....:::e..:....:..m=b=er=--1"'""7....,_1 =20,;;;_1.;..;:5;..___ ATTEST:

BONNIE PAGE, City
City of Stockton
AN��JJ
City of Stockton

ATTACHMENT B
1184
Attachment A
To facilitate the hiring of disadvantaged Stockton residents the BIA will collaborate with the NAACP and other such organizations to match workers to jobs. All projects participating in this program shall submit to the BIA all vacant positions and all new positions to be filled for the project prior to any other type of solicitation or recruitment efforts by the project general contractors and each and every subcontractor working on the project. All job vacancies and openings will be submitted to the NAACP, and others as requested, for their use in matching up jobs to workers. The NAACP will create and maintain a list of workers desiring a job with one or more projects, contractors or sub contractors utilizing this program. The information about each worker shall include standard employment information enabling a prospective employer to determine the proper skills, licenses and experience of each worker. The BIA its members and their contractors and sub-contractors will use their best efforts to hire from the lists provided for positions at all levels.

ATTACHMENT B
1185
Resolution No. 2018-07-17-1302

STOCKTON CITY COUNCIL

RESOLUTION EXTENDING THE STOCKTON ECONOMIC STIMULUS PLAN FOR

RESIDENTIAL AND NON-RESIDENTIAL PROJECTS
In 1988 the City Council adopted Stockton Municipal Code section 16.72.260, which established the authority for imposing and charging public facilities fees for new development; and
In 2005 the City Council increased these fees in response to a nexus study. The fee increases resulted in a significant increase in residential and nonresidential public facility fees; and
On September 14, 2010, the City Council adopted Resolution No. 10-0309, which established a temporary reduction of certain public facilities fees for non residential projects Citywide, exempted certain public facilities fees for residential projects in the "Greater Downtown Stockton Area," reduced certain public facilities fees for single-family residential projects developed within the existing City limits, as of October 14, 2008, and increased the Public Facilities Administrative Fee to 3.5% until December 2012; and
On November 16, 2010, the City Council adopted Resolution No. 10-0377, which expanded the program to include multi-family projects with a sunset date of December31,2012;and
On December 11, 2012, the City Council adopted Resolution No. 2012-12- 11- 1601, which extended certain components of the fee reduction program through December 31, 2013, which were scheduled to sunset on December 31, 2012; and On December 17, 2013, the City Council adopted Resolution No. 2013-12- 17- 1502, which extended certain components of the fee reduction program through December 31, 2014, which were scheduled to sunset on December 31, 2013; and On November 18, 2014, the City Council adopted Resolution No. 2014-11-18- 1501, which extended certain components of the fee reduction program through December 31, 2015, which were scheduled to sunset on December 31, 2014; and On November 17, 2015, City Council adopted Resolution No. 2015-11-17-1602, which adopted the Stockton Economic Stimulus Plan (SESP) which superseded previous public facility fee reduction programs. This program is scheduled to expire December31,2018;and

ATTACHMENT C
1186
In order to stimulate new development, attract new business, improve the unemployment rate, provide greater opportunities for disadvantaged communities within Stockton, and jump start the local economy, the City Council of the City of Stockton desires to extend the SESP; now, therefore,

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

1. The SESP shall be extended and remain in effect until December 31, 2020.

2. Increase the developer's permit limitations in non-disadvantaged areas to 30 per subdivision and 80 citywide.

3. All other components of the program will remain "as is," unless amended by Council resolution.

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

PASSED, APPROVED AND ADOPTED. ___ J_u~ly_1_7,-2_0_18 __ ~~k-CvM -~
MICHAEL D. TUBBS l\J b\u
Mayor of the City of Stockton
ATTEST:

ATTACHMENT C
1187

MINUTES

CITY COUNCIL/SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY/PUBLIC

FINANCING AUTHORITY/PARKING AUTHORITY CONCURRENT - REVISED MEETING OF AUGUST 20, 2019
Council Chamber - City Hall, 425 N. El Dorado Street, Stockton CA

1. CLOSED SESSION CALL TO ORDER/ROLL CALL - 4:00 PM
Roll Call

Present:

Jesus Andrade
Christina Fugazi
Sol Jobrack
Susan Lenz
Michael Tubbs
Daniel Wright

Absent:

Paul Canepa.

NOTE: Councilmember Canepa arrived to Closed Session at 4:01 PM

2. ADDITIONS TO CLOSED SESSION AGENDA
None

3. ANNOUNCEMENT OF CLOSED SESSION

3.1 19-5735 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Number of Cases: Four
Name of Case: Wells Fargo Bank v. City of Stockton (San Joaquin County Superior Court Case No. 39-2012-00277662)
Name of Case: Wells Fargo Bank, National Association, as Indenture Trustee v. City of Stockton (San Joaquin County Superior Court Case No. 39-2012-00280741) Name of Case: In re City of Stockton, California - Debtor (United States Bankruptcy Court, Eastern District of California Case No. 2012-32118) Name of Case: Richard Price, et al. v. City of Stockton, Redevelopment Agency, et al. (United States District Court, Eastern District Case No. CIV.S-02-0065 LKK JFM) This Closed Session is authorized pursuant to Section 54956.9(a) of the Government Code.

Legislation Text

3.2 19-5736 CONFERENCE WITH LABOR NEGOTIATOR
http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1188
Agency Designated Representative: Acting City Manager Laurie Montes Employee Organizations: Unrepresented Units, Stockton City Employees' Association, Operating Engineer's Local 3, Mid-Management/Supervisory Level Unit, Unrepresented Management/Confidential, Law Department, Stockton Police Management Association, Stockton Firefighters Local 456 International Association of Firefighters, Stockton Fire Management, Stockton Police Officers' Association (SPOA) This Closed Session is authorized pursuant to Section 54957.6(a) of the Government Code.

Legislation Text

3.3 19-5737 PUBLIC EMPLOYEE APPOINTMENT, EMPLOYEE EVALUATION OF PERFORMANCE, DISCIPLINE, OR DISMISSAL:

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

Legislation Text

3.4 19-5738 CONFERENCE WITH LEGAL COUNSEL - POTENTIAL LITIGATION Number of Cases: One Based on existing facts and circumstances, there is significant exposure to litigation pursuant to Government Code section 54956.9(b).

Legislation Text

3.5 19-5781 CONFERENCE WITH LEGAL COUNSEL - INITIATION OF LITIGATION Number of Cases: One Based on existing facts and circumstances, there is significant exposure to litigation pursuant to Government Code section 54956.9(c).

Legislation Text

4. PUBLIC COMMENT
None

5. RECESS TO CLOSED SESSION
The Council recessed to Closed Session at 4:01 PM. The Council returned from Closed Session and recessed at 5:20 PM.

6. REGULAR SESSION CALL TO ORDER/ROLL CALL - 5:33 PM
Roll Call

Present:

Jesus Andrade
Paul Canepa
Christina Fugazi
Sol Jobrack
http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1189
Susan Lenz
Michael Tubbs
Daniel Wright

7. INVOCATION/PLEDGE TO FLAG
The Pledge of Allegiance was led by Councilmember Andrade. Pastor Renee Bennett of First Church of the Nazarene provided the Invocation.

8. REPORT OF ACTION TAKEN IN CLOSED SESSION
City Attorney John M. Luebberke announced that there was no reportable action taken during Closed Session this evening.

9. ADDITIONS TO REGULAR SESSION AGENDA
None

10. RECOGNITIONS, ANNOUNCEMENTS, OR REPORTS
None

11. CONSENT AGENDA
Steven Turner - public comment agenda placement
Approve the Consent Agenda with a single vote, save item 11.4 which was considered separately
Moved by: Paul Canepa, seconded by Susan Lenz.

Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.

11.1 19-5714 ACCEPT THE QUARTERLY INVESTMENT REPORT FOR QUARTER ENDED JUNE 30, 2019
Motion 2019-08-20-1101 accepting the Quarterly Investment Report for the quarter ended June 30, 2019.

Legislation Text
Attachment A - Quarterly Investment Report - 6-30-2019
Attachment B - Certification of Quarterly Investment Report - 06-30-2019

11.2 19-5790 ADOPT THE FISCAL YEAR 2019-20 INTERNAL AUDIT PROGRAM Motion 2019-08-20-1102 adopting the Fiscal Year (FY) 2019-20 Internal Audit Program.

Legislation Text
http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1190
Attachment A - Fiscal Year 2019-20 Internal Audit Program

11.3 19-5803 APPROVAL OF CITY COUNCIL MINUTES
Motion 2019-08-20-1103 approving the minutes from the City Council meeting of June 18, 2019.

Legislation Text
2019-06-18 - Minutes for Approval

11.4 19-5791 RESOLUTION TO APPROPRIATE FUNDS FOR A COMMUNITY CHOICE

AGGREGATION FEASIBILITY STUDY
Legislation Text
Proposed Resolution - CCA Feasibility Study
Approved Resolution 2019-08-20-1104
Approve Resolution 2019-08-20-1104:

1. Appropriating $100,000 of Air Quality Mitigation Public Facility Fee funds to determine the feasibility of the City of Stockton developing a Community Choice Aggregation program.

2. Authorizing the receipt and appropriation of any awarded grant funds for the purpose of completing a Community Choice Aggregation feasibility study.

Authorizing the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the resolution.

Moved by: Michael Tubbs, seconded by Daniel Wright.

Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.

11.5 19-5695 FINAL MAP AND SUBDIVISION AGREEMENT FOR CANNERY PARK UNIT NO. 3, (VILLAGE G1), TRACT NO. 3523 PROJECT
Resolution 2019-08-20-1105:

1. Approving the final map for Cannery Park, Unit No. 3, (Village G1), Tract No. 3523.

2. Authorizing the City Manager to execute the subdivision agreement, accept on behalf of the public all offers of dedication, and record the final map for Cannery Park, Unit No. 3, (Village G1), Tract No. 3523.

Authorizing the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the resolution.

Legislation Text
Attachment A - Vicinity Map
http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1191
Proposed Resolution - Cannery Park Unit No. 3
Exhibit 1 - Subdivision Agreement
Exhibit 2 - Subdivision Map
Approved Resolution 2019-08-20-1105

11.6 19-5720 MOTION TO AUTHORIZE THE CITY MANAGER TO SIGN A VOLUNTARY REDUCTION LETTER TO U.S. DEPARTMENT OF HOUSING AND URBAN

DEVELOPMENT (HUD) FROM A FUTURE YEAR GRANT ALLOCATION
Motion 2019-08-20-1106:
1) Authorizing the City Manager to sign a letter agreeing to a voluntary reduction in future allocation of $147,277.72, from the HOME Investment Partnership Program (HOME) Entitlement funds; and
2) Authorizing the City Manager or his designee to take the appropriate and necessary actions to carry out the purpose and intent of the motion.

Legislation Text
Attachment A - Voluntary Reduction Letter
Attachment B - Resolution 2018-08-21-1104
Attachment C - Resolution 2019-02-05-1108

11.7 19-5600 APPROVE LEASE AMENDMENT WITH QUINN & KRONLUND, LLP AT 509 WEST WEBER AVENUE
Resolution 2019-08-20-1107:
1) Approving a Lease Amendment to the lease with Quinn & Kronlund, LLP for office space in the Waterfront Towers (509 West Weber Avenue); and 2) Authorizing the City Manager, or his designee, to take all the necessary and appropriate actions to carry out the purpose and intent of this resolution.

Legislation Text
Attachment A - Current Lease
Proposed Resolution - Quinn and Kronlund Lease
Exhibit 1 - Lease Amendment - Quinn and Kronlund
Approved Resolution 2019-08-20-1107

11.8 19-5664 MOTION APPROVING COMMUNITY DEVELOPMENT BLOCK GRANT

FUNDING TO LOCAL ORGANIZATIONS THAT SUPPORT BUSINESS START-UPS

AND ENTREPRENEURS
Motion 2019-08-20-1108:

1. Approving Community Development Block Grant funding to local organizations that provide support to business start-ups and entrepreneurs in Stockton. http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1192

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

Legislation Text

11.9 19-5676 APPROVE AMENDMENT OF OPTION AGREEMENT WITH 1501 S.

AIRPORT WAY, LLC
Resolution 2019-08-20-1109:

1. Authorizing an amendment to extend the Option Agreement with 1501 S. Airport, LLC for City-owned property at 1501 S. Airport Way and 1670 Union Street; and

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

Legislation Text
Attachment A - Resolution 2018-02-27-1111
Attachment B - Vicinity Map
Attachment C - Option Agreement
Proposed Resolution - 1501 Airport Option Agreement
Exhibit 1 - Amendment to 1501 Airport Option Agreement
Approved Resolution 2019-08-20-1109

11.10 19-5481 ADOPT FINDINGS APPROVING AN EXCEPTION TO THE COMPETITIVE

BID PROCESS TO ENTER INTO AN AGREEMENT FOR PURCHASE OF

EMERGENCY REPORTING RECORDS MANAGEMENT SYSTEM FOR THE FIRE

DEPARTMENT
Motion 2019-08-20-1110:

1. Adopting findings approving an exception to the competitive bid process and authorize the City Manager to enter into a five-year agreement with Backdraft OpCo, LLC, DBA Emergency Reporting (ER) in the amount of $197,263 for the purchase, installation, and maintenance of Emergency Reporting software.

2. Authorizing the City Manager to take all appropriate and necessary actions to carry out the purpose and intent of this motion.

Legislation Text
Attachment A - Emergency Reporting Service Agreement

11.11 19-5717 AWARD A FIVE-YEAR CONTRACT WITH EVOQUA WATER

TECHNOLOGIES FOR RENTAL OF HYDROGEN PEROXIDE STORAGE TANK,

SERVICE SOFTWARE, AND PURCHASE OF HYDROGEN PEROXIDE
Motion 2019-08-20-1111:

1. Approving findings pursuant to Stockton Municipal Code Section 3.68.3070 in support of an exception to the competitive bidding process. http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1193

2. Awarding a five-year contract between the City of Stockton and Evoqua Water Technologies of Sarasota, Florida, for a total not-to-exceed amount of $1,648,150 for rental of Hydrogen Peroxide storage tank, service software, and purchase of Hydrogen Peroxide.

Authorizing the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the motion.

Legislation Text
Attachment A - Evoqua Contract

11.12 19-5634 ADOPT A RESOLUTION ACCEPTING A LAW ENFORCEMENT

ASSISTANCE PROGRAM GRANT FROM THE STATE OF CALIFORNIA

DEPARTMENT OF ALCOHOLIC BEVERAGE CONTROL, AUTHORIZE THE EXECUTION OF STANDARD AGREEMENT 19G-LA46, AND AMEND THE FISCAL YEAR 2019-20 ANNUAL BUDGET
Resolution 2019-08-20-1112:

1. Authorizing the City Manager to accept $100,000 in Fiscal Year 2019-20 Police Grant Funds from the State of California Department of Alcoholic Beverage Control Grant Assistance to Local Law Enforcement Agencies Project for the Stockton Police Department's ABC public education and enforcement program;

2. Amending the Fiscal Year 2019-20 Annual Budget to increase the Police Grants and Special Programs expenditure and revenue appropriation by $100,000; and

3. Authorizing the City Manager to execute all required contracts or agreements with the granting agency, provide additional information and furnish such documents as may be required, execute all documents and amendments or extensions pertaining to the grant project, make all required appropriations in compliance with and for the purposes stated in the project Agreement.

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

Legislation Text
Proposed Resolution - 2019 ABC Grant
Exhibit 1 - 2019 ABC Grant - 19G-LA46
Approved Resolution 2019-08-20-1112

11.13 19-5663 CITYWIDE SECURITY SERVICES CONTRACT
Motion 2019-08-20-1113:

1. Authorizing the City Manager to execute a four-year Professional Services Agreement between the City of Stockton and Securitas Security Services USA, Inc. for citywide security services for a total contract amount not to exceed $6,145,923.

2. It is further recommended that the City Manager is hereby authorized and directed http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1194
to make any and all expenditures and appropriations on behalf of the City as appropriate and necessary to carry out the purpose and intent of this motion.

Legislation Text
Attachment A - Securitas Security Services

11.14 18-4885 APPROVE MOTION TO INCREASE THE AMOUNT FOR DESIGN SERVICES FOR THE FRENCH CAMP ROAD/I-5 INTERCHANGE LANDSCAPING

PROJECT
Motion 2019-08-20-1114 authorizing the City Manager to increase the Design Professional Purchase Order for Services with Derivi Castellanos Architects of Stockton, CA, in the amount of $19,510, for the French Camp Road/I-5 Interchange Landscaping, Project No. PW1418.

Authorizing the City Manager to take appropriate and necessary actions to carry out the purpose and intent of this motion.

Legislation Text
Attachment A - Vicinity Map
Attachment B - Design Professional Purchase Order for Services

11.15 19-5151 APPROVE A RESOLUTION FOR THE PURCHASE AND INSTALLATION

OF NEW PLAYGROUND EQUIPMENT AT HARRY CORREN PARK THROUGH A COOPERATIVE PURCHASING AGREEMENT WITH PLAYPOWER, INC.

THROUGH SOURCEWELL
Resolution 2019-08-20-1115:

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

2. Approving a Cooperative Purchasing Agreement in an amount not to exceed $200,000 to provide the City access to preferential pricing programs from PlayPower, Inc. and its associated vendors, including Miracle Recreation Equipment Company, that was awarded through a competitive process by Sourcewell (formerly National Joint Powers Alliance).

3. Authorizing the purchase and installation of new playground equipment at Harry Corren Park, which is part of the North Stockton Open Space Improvements, Project No. PW1803, through the above Sourcewell contract with Miracle Playsystems, Inc. of Alamo, CA, in the amount of $128,180.85.

Authorizing the City Manager to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Legislation Text
Attachment A - Vicinity Map
Proposed Resolution - Harry Corren Park Playground Equipment Exhibit 1 - Cooperative Purchasing Agreement
http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1195
Approved Resolution 2019-08-20-1115

11.16 19-5666 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AND

SUBMIT THE TRANSPORTATION DEVELOPMENT ACT CLAIM FOR FISCAL YEAR 2019-20
Resolution 2019-08-20-1116:

1. Authorizing the City Manager or his Designee to execute and submit a claim to the San Joaquin Council of Governments for Fiscal Year 2019-20 Transportation Development Act funds.

2. Authorizing the City Manager or his Designee to deposit the proceeds in the Transportation Development Act Fund 034 pursuant to State of California requirements.

Authorizing the City Manager to take appropriate and necessary actions to carry out the purpose and intent of this resolution.

Legislation Text
Proposed Resolution - TDA Claim 2019
Approved Resolution 2019-08-20-1116

12. ADMINISTRATIVE MATTERS
None

13. UNFINISHED BUSINESS
None

14. NEW BUSINESS

14.1 19-5761 AWARD A CONTRACT FOR THE LEASE OF SWENSON PARK GOLF COURSE TO KSM SWENSON, LLC; ADOPT FINDINGS IN SUPPORT OF AN EXCEPTION TO THE COMPETITIVE BIDDING PROCESS; APPROVE A SECOND AMENDMENT WITH KEMPERSPORTS MANAGEMENT; AUTHORIZE THE
CLOSURE OF VAN BUSKIRK GOLF COURSE; AMEND THE FY 2019-20 BUDGET,

APPROVE A CONTRACT CHANGE ORDER WITH BRIGHTVIEW, AND APPROVE

RELATED ACTIONS
Legislation Text
Attachment A - 2011 KemperSports Operations and Management Agreement First Proposed Resolution for KSM Swenson LLC lease (1) Exhibit 1 - Swenson Golf Course Lease Agreement
Proposed Resolution 2 - 2nd Amendment to KSM Management Agreement Exhibit 1 - 2nd Amendment to KSM Management Agreement
Proposed Resolution 3 - Brightview Contract Change Order Exhibit 1 - Change Order No. 5
http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1196
Approved Resolution 2019-08-20-1401-01
Approved Resolution 2019-08-20-1401-02
Approved Resolution 2019-08-20-1401-03
PowerPoint presentation - Lease of Swenson Golf Course and Interim Plan for Van Buskirk Golf Course The following person(s) spoke to the item - Pandora Crowder, Conway Homes Resident Council President (document filed); Mark Stebbins; John Obagoban Document filed by Pandora Crowder - Recommendations to Improve Pedestrian & Bicycle Safety for the Conway Community in Stockton
Approve Resolution 2019-08-20-1401:

1. Authorizing the execution of a contract to KSM Swenson, LLC for the lease of Swenson Golf Course beginning January 1, 2020, and approving findings pursuant to Stockton Municipal Code 3.67.070 adopting findings in support of an exception to the competitive bidding process; and

2. Authorizing the execution of a Second Amendment to the Management Agreement and Transition Plan with KemperSports Management (C-11-202NP), approving the closure of Van Buskirk Golf Course, appropriating $350,000 from the General Fund reserve to KSM for cafe improvements and critical repairs, and authorizing the City Manager to take all actions related to Golf Cart disposition; and

3. Authorizing the execution of Contract Change Order Number 5 in the amount of $307,760 with Brightview Landscaping (Project No. OM-18-062) for sixteen months of landscaping services at the Van Buskirk property.

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

Moved by: Michael Tubbs, seconded by Paul Canepa.

Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.

14.2 19-5621 DESIGNATING VOTING DELEGATES FOR THE LEAGUE OF CALIFORNIA CITIES ANNUAL CONFERENCE TO BE HELD OCTOBER 16-18, 2019
Legislation Text
Attachment A - League of CA Cities Correspondence
Approve Motion 2019-08-20-1402 designating two members to serve as a voting delegates representing the City at the League of California Cities Annual Conference to be held October 16-18, 2019, Vice Mayor Dan Wright as delegate and Councilmember Christina Fugazi as alternate.

Moved by: Michael Tubbs, seconded by Paul Canepa.
http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1197
Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.

14.3 19-5707 APPROVE RESPONSE TO THE 2018-19 CIVIL GRAND JURY REPORT RELATED TO COLD CASES, CASE NO. 0318, AND APPROVE RESPONSE TO THE 2016-17 CIVIL GRAND JURY FOLLOW UP REPORT CONCERNING COUNTY WIDE DISPATCH FOR FIRE, CASE NO. 0616
Legislation Text
Attachment A - Grand Jury Report - Case No. 0318
Attachment A1 - City of Stockton Response Letter - Case No. 0318 Attachment B - Follow-up to Grand Jury Report - Case No. 0616 Attachment B1 - City of Stockton Response Letter - Case No. 0616 Exhibit 1 to Attachment B1 - Radio Infrastructure Plan
Exhibit 2 to Attachment B1 - CAD Requirement Changes
Attachment C - Grand Jury Report - Case No. 0117
Attachment D - Grand Jury Report - Case No. 0817
Attachment E - Grand Jury Report - Case No. 0917
The following person(s) spoke to the item - Steven Turner Approve Motion 2019-08-20-1403 adopting the City's responses to the 2018-2019 Civil Grand Jury Report for Cold Cases in San Joaquin County - "On the Back Burner," Case No. 0318 and a follow up investigation report related to the 2016-2017 Civil Grand Jury Report "County Wide Dispatch for Fire," Case No. 0616, and directing the City Manager to sign the response on behalf of the City Council and to transmit the response to the Presiding Judge of the San Joaquin County Superior Court.

Moved by: Paul Canepa, seconded by Daniel Wright.

Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.

14.4 19-5795 AUTHORIZE FUNDING FOR A REGIONAL STRATEGIC HOMELESSNESS

PLAN, A CITY STRATEGIC HOMELESSNESS PLAN, AND APPLICATIONS FOR

HOMELESS HOUSING, ASSISTANCE AND PREVENTION PROGRAM FUNDS Legislation Text
Proposed Resolution - Strategic Homelessness Plan and Funding Application Approved Resolution 2019-08-20-1404
PowerPoint presentation - Authorize Funding for a Regional Strategic Homeless Plan The following person(s) spoke to the item - Kathleen Gapusan; Brenda Vasquez; Delfina Martinez; Wesley Wristman; Denise Friday (document filed); Steven Turner; http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1198
James; Aaron Paradiso; Dionne Smith Downs
Document filed by Denise Friday - 2019 Schedule of Events Approve Resolution 2019-08-20-1404:

1. Budgeting revenue from anticipated state Homeless Housing, Assistance, and Prevention Program funds in the amount of $125,000.

2. Appropriating $125,000 from the state Homeless Housing, Assistance, and Prevention Program funds to complete the following deliverables:
a. San Joaquin Continuum of Care strategic homelessness plan, b. City of Stockton strategic homelessness plan,
c. City of Stockton application for state Homeless Housing, Assistance, and Prevention Program funds as required by the state, and
d. San Joaquin Continuum of Care application for state Homeless Housing, Assistance, and Prevention Program funds as required by the state.

3. Authorizing the receipt of reimbursements from the San Joaquin Continuum of Care via the County of San Joaquin as the administrative agent for strategic homelessness planning when funds become available.

Authorizing the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the resolution and motion.

Directing staff to work with Central Valley Low Income Housing and the Housing Authority of San Joaquin to better utilize funds with existing programs.

Moved by: Christina Fugazi , seconded by Sol Jobrack.

Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.

14.5 19-5804 CONSIDER DEVELOPMENT OVERSIGHT COMMISSION

RECOMMENDATION TO AMEND THE STOCKTON ECONOMIC STIMULUS

14.5 19-5804 CONSIDER14.5 19-5804 CONSIDER14.5 19-5804 CONSIDER DEVELOPMENT OVER DEVELOPMENT OVER SIGHT COMMISSION SIGHT COMMISSION

RECOMMENDATION TO AMEND THE STOCKTON ECONOMIC STIMULUS

PROGRAM
Legislation Text
Attachment A - Resolution 2015-11-17-1602
Attachment B - Resolution 2018-07-17-1302
Attachment C - SESP Summary Unit Counts
NOTE: The meeting went into Recess at 7:49 PM
NOTE: The meeting reconvened at 8:09 PM
The following person(s) spoke to the item - John Beckman, Chair, Development The following person(s) spok John Beckman, Chai Oversight Commission (document filed); Steve Herum
1199
PowerPoint presentation - Development Oversight Commission Meeting of July 31, 2019 Approve Motion 2019-08-20-1405 amending the Stockton Economic Stimulus Plan to eliminate the residential permit cap and removing the local hire requirement from multi- family developments until such time as the fees proposed and approved by Council in the following Nexus report are affective.

Moved by: Michael Tubbs, seconded by Christina Fugazi .

Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.

14.6 19-5779 MOTION TO APPROVE A FORMAL RESPONSE FROM CITY STAFF TO THE MAYORS TASK FORCE ON AFFORDABLE AND WORKFORCE HOUSING

RECOMMENDATIONS
Legislation Text
Attachment A - Mayors Task Force Affordable and Workforce Housing Report Attachment B - City Response to Task Force Recommendations Around the Bench Memo - Amended Title to Item 14.6
PowerPoint presentation - Response to the Mayors Task Force on Affordable and Workforce Housing Recommendations
The following person(s) spoke to the item - John Beckman, Building Industry Association (BIA)
Approve Motion 2019-08-20-1406 accepting staff recommendations, with recommendation number twenty-five referred to the Legislation/Environmental Committee.

Moved by: Michael Tubbs, seconded by Daniel Wright.

Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.

14.7 19-5796 ALLOCATE CITY COUNCIL DISCRETIONARY FUNDING AND AMEND THE FISCAL YEAR 2019-20 ANNUAL BUDGET
Legislation Text
Attachment A - FY 2019-20 Park and Tree Projects for Funding Consideration Proposed Resolution - FY 2019-20 Discretionary Funding
Approved Resolution 2019-08-20-1407
PowerPoint presentation - Allocate FY 2019-20 City Council Discretionary Funding Approve Resolution 2019-08-20-1407 amending the FY 2019-20 Annual Budget to appropriate and allocate the $150,000 of unrestricted discretionary funding. http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D Approve Motion 2019-08-20-1405 amending the Stockton Economic Stimulus Plan to Approve amending the Stockton Ec eliminate the residential permit cap and removing the local hire requirement from multi-eliminate the residential permit cap and removing the local hire requirement family developments until such time as the fees proposed and approved by Council in family developments until such time as the the following Nexus report are affective.

Moved by: Michael Tubbs, seconded by Christina Fugazi .

Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Soanepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.
: Jesus Andrade, Paul Canepa, Christina Fugazi , Soanepa, Christina Fugazi , Soanepa, Christina Fugazi , Soanepa, Christina Fugazi , So 1200
Authorizing the City Manager to take appropriate and necessary actions to carry out the purpose and intent of the resolution.

Moved by: Daniel Wright, seconded by Michael Tubbs.

Vote: Motion carried 5-2
Yes: Jesus Andrade, Paul Canepa, Susan Lenz, Michael Tubbs, and Daniel Wright.

No: Christina Fugazi , and Sol Jobrack.

15. HEARINGS

15.1 19-5716 PUBLIC HEARING TO ACCEPT THE 2019 PUBLIC HEALTH GOALS REPORT
Legislation Text
Attachment A - 2019 Public Health Goals Report
PowerPoint presentation - 2019 Public Health Goals Report Approve Motion 2019-08-20-1501 accepting the 2019 Public Health Goals Report.

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

Moved by: Paul Canepa, seconded by Sol Jobrack.

Vote: Motion carried 7-0
Yes: Jesus Andrade, Paul Canepa, Christina Fugazi , Sol Jobrack, Susan Lenz, Michael Tubbs, and Daniel Wright.

16. PUBLIC COMMENTS - MATTERS NOT ON THE AGENDA
Brenda Vazquez - 209 Cares, Founder Nancy Lamb
Melinda Kadow - Waste Management issues across from her home; trash trucks Rikki Kadow - Waste Management issues (document filed)
Document filed by Rikki Kadow - Stockton Scavengers Association Charlene Byrd, African American Chamber of Commerce - Black Family Day at Weber Point, Monday, September 2, 2019; advocate for the homeless Document filed by Charlene Byrd - Sleeping Bag Drive
Kathleen Gapusan - Pride Flag; recent shootings
Steven Turner - experience with Stockton Police Department

17. COUNCIL COMMENTS
http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1201
Councilmember Canepa - thanked people for Swenson support; coordinating homeless clean-ups; Shot-Spotter
Councilmember Fugazi - United Airlines Flights available at Stockton Airport; thanked community for Outreach Events; Stockton Tequila Festival, August 17, 2019; Stockton 209 CARES (Community Accessing Resources Empowerment and Sustainability); lights out in Stribley Park bathroom
Vice Mayor Wright - thanked Council for approving item 11.4, Community Choice Aggregate; thanked Councilmember Andrade and San Joaquin County LAFCO (Local Agency Formation Commission) members for approving CARMAX location; Pride Flag
Councilmember Lenz - thanked City of Stockton and community members for National Night Out participation
Vice Mayor Wright - National Night Out at Polo Run Apartments Councilmember Fugazi - National Night Out Event at Yosemite Street Village Councilmember Lenz - National Night Out event at Kentfield Park, Oak Park Senior Center

18. ADJOURNMENT - 9:55 PM

INFORMATIONAL ITEMS

1. 19-5637 RECOMMENDATION FROM THE STRONG COMMUNITIES ADVISORY

COMMITTEE TO PRIORTIZE NORTHWEST STOCKTON LIBRARY AND

RECREATION SERVICES
This item is an information item communicating a recommendation from the Strong Communities Advisory Committee to prioritize Strong Communities (Measure M) funding for Northwest Stockton library and recreation services.

Legislation Text
ELIZA R. GARZA, CMC

STOCKTON CITY CLERK
http://stockton.granicus.com/MinutesViewer.php?view_id=48&clip_id=6687ATTACHMENT D 1202
Total Single-Family Residential Building Permit Unit Counts July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total FY 11-12 8 25 8 19 9 2 3 6 0 10 15 9 114
FY 12-13 14 10 8 3 5 7 3 6 15 14 12 7 104
FY 13-14 19 7 0 6 7 0 6 16 3 11 1 18 94
FY 14-15 9 7 12 2 1 1 5 11 9 34 16 9 116
FY 15-16 14 1 13 11 7 0 1 2 20 26 27 47 169
FY 16-17 19 6 13 16 4 15 7 2 29 15 15 40 181
FY 17-18 19 7 22 20 12 30 18 28 14 42 46 51 309
FY 18-19 30 17 18 22 29 5 6 15 43 24 53 26 288
FY 19-20 18 15 15 41 13 31 9 34 12 11 43 74 316
FY 20-21 51 90 48 48 23 73 64 57 25 36 47 56 618
FY 21-22 47 54 26 28 45 79 77 55 71 72 48 35 637
FY 22-23 7 18 27 8 46 81 25 17 44 39 77 44 433
FY 23-24 15 49 39 14 30 71 63 31 69 51 44 31 507
FY 24-25 48 83 23 34 27 22 237
Total Multi-Family Residential Building Permit Unit Counts July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total FY 11-12 0 0 0 0 0 0 0 4 0 0 0 0 4
FY 12-13 0 0 0 0 0 0 0 70 0 0 0 0 70
FY 13-14 0 0 0 0 0 0 20 0 4 0 0 0 24
FY 14-15 0 0 0 0 0 0 0 0 0 12 0 20 32
FY 15-16 0 0 0 0 0 24 173 82 0 0 0 0 279
FY 16-17 0 0 0 0 6 0 0 0 51 0 0 0 57
FY 17-18 0 0 0 0 115 0 0 0 2 0 0 0 117
FY 18-19 0 0 0 0 0 0 0 0 0 6 100 0 106
FY 19-20 156 0 0 0 2 0 0 0 0 0 0 74 232
FY 20-21 72 0 72 0 0 0 0 0 0 0 0 168 312
FY 21-22 0 0 0 0 0 0 0 0 0 27 0 2 29
FY 22-23 0 0 0 0 0 2 0 0 0 0 2 0 4
FY 23-24 0 0 0 0 0 0 0 27 0 0 2 0 29
FY 24-25 0 0 0 202 0 0 202

ATTACHMENT E
1203
SESP Only Single-Family Residential Building Permit Unit Counts July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total FY 15-16 n/a n/a n/a n/a n/a n/a 0 1 20 26 27 46 120
FY 16-17 14 4 14 15 4 15 6 2 29 14 15 40 172
FY 17-18 19 6 22 18 8 30 18 28 14 35 28 35 261
FY 18-19 29 16 17 22 29 4 6 15 43 23 48 19 271
FY 19-20 18 15 15 40 13 29 9 34 12 10 42 72 309
FY 20-21 50 87 47 48 23 66 64 57 25 36 46 55 604
FY 21-22 47 52 25 26 45 79 75 54 71 70 47 35 626
FY 22-23 2 18 27 8 46 21 20 16 44 39 74 44 359
FY 23-24 14 48 39 14 30 71 62 31 69 51 44 31 504
FY 24-25 48 81 23 34 27 22 235
Total 3461
SESP Only Multi-Family Residential Building Permit Unit Counts July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total FY 15-16 n/a n/a n/a n/a n/a n/a 0 0 0 0 0 0 0
FY 16-17 0 0 0 0 0 0 0 0 0 0 0 0 0
FY 17-18 0 0 0 0 0 0 0 0 2 0 0 0 2
FY 18-19 0 0 0 0 0 0 0 0 0 0 0 0 0
FY 19-20 156 0 0 0 2 0 0 0 0 0 0 74 232
FY 20-21 72 0 72 0 0 0 0 0 0 0 0 168 312
FY 21-22 0 0 0 0 0 0 0 0 0 0 0 2 2
FY 22-23 0 0 0 0 0 0 0 0 0 0 0 0 0
FY 23-24 0 0 0 0 0 0 0 0 0 0 0 0 0
FY 24-25 0 0 0 0 0 0
Total 548

ATTACHMENT E
1204
FY 2015-16
SESP Only Single-Family Residential Building Permit Unit Counts FY 15-16 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 n/a n/a n/a n/a n/a n/a 0 0 11 8 15 13 47
District 2 n/a n/a n/a n/a n/a n/a 0 0 0 0 0 0 0
District 3 n/a n/a n/a n/a n/a n/a 0 1 0 0 0 0 1
District 4 n/a n/a n/a n/a n/a n/a 0 0 12 12 13 29 66
District 5 n/a n/a n/a n/a n/a n/a 0 0 0 0 0 0 0
District 6 n/a n/a n/a n/a n/a n/a 0 0 0 6 0 0 6
Total 0 1 23 26 28 46 120
SESP Only Multi-Family Residential Building Permit Unit Counts FY 15-16 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 n/a n/a n/a n/a n/a n/a 0 0 0 0 0 0 0
District 2 n/a n/a n/a n/a n/a n/a 0 0 0 0 0 0 0
District 3 n/a n/a n/a n/a n/a n/a 0 0 0 0 0 0 0
District 4 n/a n/a n/a n/a n/a n/a 0 0 0 0 0 0 0
District 5 n/a n/a n/a n/a n/a n/a 0 0 0 0 0 0 0
District 6 n/a n/a n/a n/a n/a n/a 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0

ATTACHMENT E
1205
FY 2016-17
SESP Only Single-Family Residential Building Permit Unit Counts FY 16-17 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 5 1 1 5 4 5 4 1 18 6 9 19 78
District 2 0 0 0 0 0 0 0 0 0 0 0 1 1
District 3 0 0 0 0 0 0 0 0 0 0 0 0 0
District 4 8 3 13 10 0 7 2 1 11 6 6 16 83
District 5 0 0 0 0 0 0 0 0 0 0 0 1 1
District 6 1 0 0 0 0 3 0 0 0 2 0 3 9
Total 14 4 14 15 4 15 6 2 29 14 15 40 172
SESP Only Multi-Family Residential Building Permit Unit Counts FY 16-17 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 0 0 0 0 0 0 0 0 0 0 0 0
District 2 0 0 0 0 0 0 0 0 0 0 0 0 0
District 3 0 0 0 0 0 0 0 0 0 0 0 0 0
District 4 0 0 0 0 0 0 0 0 0 0 0 0 0
District 5 0 0 0 0 0 0 0 0 0 0 0 0 0
District 6 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0 0 0

ATTACHMENT E
1206
FY 2017-18
SESP Only Single-Family Residential Building Permit Unit Counts FY 17-18 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 1 4 8 0 11 8 13 6 17 8 19 95
District 2 0 0 0 0 0 0 0 0 0 0 0 0 0
District 3 0 0 0 0 3 13 0 10 0 2 5 6 39
District 4 10 0 8 5 5 0 5 5 6 7 6 0 57
District 5 1 0 2 0 1 0 0 0 0 0 0 0 4
District 6 8 5 8 5 0 6 5 0 1 9 9 10 66
Total 19 6 22 18 9 30 18 28 13 35 28 35 261
SESP Only Multi-Family Residential Building Permit Unit Counts FY 17-18 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 0 0 0 0 0 0 0 0 0 0 0 0
District 2 0 0 0 0 0 0 0 0 2 0 0 0 2
District 3 0 0 0 0 0 0 0 0 0 0 0 0 0
District 4 0 0 0 0 0 0 0 0 0 0 0 0 0
District 5 0 0 0 0 0 0 0 0 0 0 0 0 0
District 6 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 2 0 0 0 2

ATTACHMENT E
1207
FY 2018-19
SESP Only Single-Family Residential Building Permit Unit Counts FY 18-19 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 10 10 9 9 6 3 4 11 36 12 32 9 151
District 2 0 0 1 0 0 0 1 0 0 0 0 0 2
District 3 18 0 1 0 0 0 0 0 0 0 0 0 19
District 4 0 0 0 2 12 0 0 1 0 0 0 0 15
District 5 0 1 3 1 0 0 0 0 7 0 0 1 13
District 6 1 5 3 10 11 1 1 3 0 11 16 9 71
Total 29 16 17 22 29 4 6 15 43 23 48 19 271
SESP Only Multi-Family Residential Building Permit Unit Counts FY 18-19 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 0 0 0 0 0 0 0 0 0 0 0 0
District 2 0 0 0 0 0 0 0 0 0 0 0 0 0
District 3 0 0 0 0 0 0 0 0 0 0 0 0 0
District 4 0 0 0 0 0 0 0 0 0 0 0 0 0
District 5 0 0 0 0 0 0 0 0 0 0 0 0 0
District 6 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0 0 0

ATTACHMENT E
1208
FY 2019-20
SESP Only Single-Family Residential Building Permit Unit Counts FY 19-20 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 14 12 14 40 11 11 6 14 6 9 8 31 176
District 2 0 0 0 0 0 0 0 0 0 0 0 0 0
District 3 0 0 0 0 0 0 2 6 5 0 0 1 14
District 4 0 1 0 0 0 0 0 0 0 0 0 0 1
District 5 0 0 0 0 1 0 1 14 0 0 33 10 59
District 6 4 2 1 0 1 18 0 0 1 1 1 30 59
Total 18 15 15 40 13 29 9 34 12 10 42 72 309
SESP Only Multi-Family Residential Building Permit Unit Counts FY 19-20 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 0 0 0 0 0 0 0 0 0 0 0 0
District 2 0 0 0 0 0 0 0 0 0 0 0 72 72
District 3 156 0 0 0 0 0 0 0 0 0 0 0 156
District 4 0 0 0 0 0 0 0 0 0 0 0 2 2
District 5 0 0 0 0 2 0 0 0 0 0 0 0 2
District 6 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 156 0 0 0 2 0 0 0 0 0 0 74 232

ATTACHMENT E
1209
FY 2020-21
SESP Only Single-Family Residential Building Permit Unit Counts FY 20-21 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 22 51 23 18 19 35 41 37 22 27 31 29 355
District 2 0 0 0 0 0 1 0 0 2 0 1 5 9
District 3 0 0 0 0 0 0 0 0 0 0 0 0 0
District 4 1 0 0 0 2 0 0 0 0 2 0 0 5
District 5 9 0 0 1 1 8 10 4 1 1 2 17 54
District 6 18 36 24 29 1 22 13 16 0 6 12 4 181
Total 50 87 47 48 23 66 64 57 25 36 46 55 604
SESP Only Multi-Family Residential Building Permit Unit Counts FY 20-21 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 0 0 0 0 0 0 0 0 0 0 168 168
District 2 72 0 72 0 0 0 0 0 0 0 0 0 144
District 3 0 0 0 0 0 0 0 0 0 0 0 0 0
District 4 0 0 0 0 0 0 0 0 0 0 0 0 0
District 5 0 0 0 0 0 0 0 0 0 0 0 0 0
District 6 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 72 0 72 0 0 0 0 0 0 0 0 168 312

ATTACHMENT E
1210
FY 2021-22
SESP Only Single-Family Residential Building Permit Unit Counts FY 21-22 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 22 33 15 21 26 63 51 42 55 54 35 19 436
District 2 3 0 0 0 2 0 0 0 0 0 0 0 5
District 3 1 0 0 0 0 0 0 0 0 0 0 1 2
District 4 6 8 6 1 8 12 12 6 9 5 6 12 91
District 5 15 11 3 2 8 1 12 6 7 7 4 0 76
District 6 0 0 1 2 1 3 0 0 0 4 2 3 16
Total 47 52 25 26 45 79 75 54 71 70 47 35 626
SESP Only Multi-Family Residential Building Permit Unit Counts FY 21-22 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 0 0 0 0 0 0 0 0 0 0 0 0
District 2 0 0 0 0 0 0 0 0 0 0 0 0 0
District 3 0 0 0 0 0 0 0 0 0 0 0 0 0
District 4 0 0 0 0 0 0 0 0 0 0 0 0 0
District 5 0 0 0 0 0 0 0 0 0 0 0 2 2
District 6 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0 2 2

ATTACHMENT E
1211
FY 2022-23
SESP Only Single-Family Residential Building Permit Unit Counts FY 22-23 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 1 14 26 4 34 16 15 15 38 26 62 43 294
District 2 1 0 0 0 0 1 0 0 0 0 0 0 2
District 3 0 0 1 0 0 1 0 0 0 0 0 0 2
District 4 0 4 0 3 0 3 2 0 6 1 0 0 19
District 5 0 0 0 1 12 0 2 1 0 11 11 1 39
District 6 0 0 0 0 0 0 1 0 0 1 1 0 3
Total 2 18 27 8 46 21 20 16 44 39 74 44 359
SESP Only Multi-Family Residential Building Permit Unit Counts FY 22-23 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 0 0 0 0 0 0 0 0 0 0 0 0
District 2 0 0 0 0 0 0 0 0 0 0 0 0 0
District 3 0 0 0 0 0 0 0 0 0 0 0 0 0
District 4 0 0 0 0 0 0 0 0 0 0 0 0 0
District 5 0 0 0 0 0 0 0 0 0 0 0 0 0
District 6 0 0 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0 0 0

ATTACHMENT E
1212
FY 2023-24
SESP Only Single-Family Residential Building Permit Unit Counts FY 23-24 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 12 48 32 13 30 68 60 30 66 50 40 28 477
District 2 0 0 0 1 0 0 1 0 0 0 0 0 2
District 3 0 0 1 0 0 0 0 0 0 1 0 0 2
District 4 1 0 0 0 0 0 0 0 0 0 4 2 7
District 5 0 0 0 0 0 1 0 1 0 0 0 1 3
District 6 1 0 6 0 0 2 1 0 3 0 0 0 13
Total 14 48 39 14 30 71 62 31 69 51 44 31 504
SESP Only Multi-Family Residential Building Permit Unit Counts FY 23-24 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 0 0 0 0 0 0 0 - 0 0 0 0
District 2 0 0 0 0 0 0 0 0 - 0 0 0 0
District 3 0 0 0 0 0 0 0 0 - 0 0 0 0
District 4 0 0 0 0 0 0 0 0 - 0 0 0 0
District 5 0 0 0 0 0 0 0 0 - 0 0 0 0
District 6 0 0 0 0 0 0 0 0 - 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0 0 0

ATTACHMENT E
1213
FY 2024-25
SESP Only Single-Family Residential Building Permit Unit Counts FY 24-25 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 47 72 22 29 20 22 212
District 2 0 0 0 0 0 0 0
District 3 0 0 0 1 0 0 1
District 4 0 4 0 3 3 0 10
District 5 1 0 1 1 2 0 5
District 6 0 5 0 0 2 0 7
Total 48 81 23 34 27 22 0 0 0 0 0 235
SESP Only Multi-Family Residential Building Permit Unit Counts FY 24-25 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total District 1 0 0 0 0 0 0 0
District 2 0 0 0 0 0 0 0
District 3 0 0 0 0 0 0 0
District 4 0 0 0 0 0 0 0
District 5 0 0 0 0 0 0 0
District 6 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0 0

ATTACHMENT E
1214
Stockton Economic Stimulus Program
(SESP) Update & Consideration of
Potential Program Amendments
City Council Meeting
August 12, 2025
Agenda Item 15.1
1215
Overview
Council has requested a program update
Program background and summary of PFF funds waived to -date SESP Employment Effect
Financial Implications
Potential options available to the Council for consideration 1216
Introduction: Public Facility Fees (PFFs)
Charged to new
development to
fund infrastructure
PFFs Included in SESP:
• City Office Space
• Community Recreation
Centers
• Library
• Police Stations
• Street Improvements
• Fire Stations
• Parkland*
• City Administrative
Legally required to
show “nexus”
between new
growth and
impacts to City
facilities
Based on the
demand created by
additional residents
and employees
Authorized Under AB 1600
*Parkland fee not charged on
Nonresidential Permits
1217
Background: SESP Program Timeline
Program Established (CC Resolution 2015-11-17-1602)
Reduced fees for Residential, Commercial, & Industrial Development • Intent: Stimulate building + incentivize local hiring • Limits:
• Cap of 1,000 Single Family Residential ( SFR) & 500 Multi-Family Residential (MFR) permits
• Builders cannot receive more than 20 permits per Final Map, and no more than 40 citywide at any given time
• Program expires December 31, 2018
• Requires: 50% local hire + BIA & NAACP to coordinate inclusion of disadvantaged communities; quarterly self -certified reporting by recipients (residential only) • Projected Impacts: UOP Study (presented by BIA in support of program) predicted creation of 3,700 jobs for every 1,000 SFRs in addition to other economic benefits to region
2015
1218
SESP Fee Waiver Amounts Per Land Use Type
Category Sub-Category Total Waived
Residential
100% reduction for
included fees
Single Family $19,919.61
per unit
Multi-Family $14,572.80
per unit
Commercial
50% reduction for
included fees
Office $2,912
Per 1,000 SF
Retail $3,502
Per 1,000 SF
Guest Rooms $5,626
Per room
Industrial
50% reduction for
included fees
n/a $1,192.58
Per $1,000 SF
1219
Background: Program Timeline
2018
Program Extended (CC Resolution 2018-07-17-1302)
• Expiration extended 2 years to December 31, 2020
• Increased permit limitations in non-disadvantaged areas to 30 per subdivision & 80 citywide
2019
Program Expansion (CC Motion 2019-08-20-1405)
• Removed program expiration date; expiration now triggered by PFF Nexus Study adoption
• Eliminated caps (1,000 single family permits, 500 multi-family permits) • Removed local hire requirement for multi-family projects • Removed limits per builder
1220
Residential Fee Amounts Waived By Category
PFF Category
Single-Family Multi-Family
3,461 SFR Permits 548 MFR Units
City Office Space $1,616,287 $214,268
Community Recreation
Centers $1,664,741 $221,940
Library $3,121,822 $417,028
Police Stations $2,045,451 $272,356
Street Improvements $45,775,186 $5,291,488
Fire Stations $2,703,041 $360,584
Parkland $9,683,878 $938,176
Administrative Fee (3.5%) $2,331,365 $270,053
TOTAL $ WAIVED $68,941,771 $7,985,893
$76,927,664
in Waived
Residential
PFFs
All figures are rounded to
the nearest whole dollar.
1221
Non-Residential Fees Waived By Category
PFF Category
Commercial (164 Permits)
Industrial
(113 Permits)Office
(74 Permits)
Retail
(88 Permits)
Guest Rooms
(2 Permits)
Total $ Waived
City Office Space $18,621 $7,248 $512,896 $438,025
Community Recreation
Centers $12,456 $6,291 $ - $400,243
Library $28,148 $15,623 $8,424 $963,852
Police Stations $44,903 $17,395 $13,141 $1,067,122
Street Improvements $1,129,851 $920,585 $252,253 $9,653,681 Fire Stations $37,572 $19,649 $6,943 $929,429
Parkland $ - $ - $ - Exempt
Administrative Fee (3.5%) $44,504 $34,538 $27,778 $470,833 TOTAL $ WAIVED $1,316,055 $1,021,329 $821,435 $13,923,185 $17,082,004 in Waived Non-Residential PFFs
All figures are rounded to the
nearest whole dollar.
1222
Employment Projections & Actuals
Single-Family Residential Development Under SESP
UOP Study
Projections
Actual Annual
Averages*
Single-Family Housing Units (SFRs) 1,000 385
Total Construction Jobs 2,138 614
Jobs for Stockton Residents n/a 320
Total Jobs per Housing Unit Ratio 2.14 1.59
*From 1/1/16 - 12/31/24, 3,461 SFRs were constructed, with 5,525 unduplicated construction jobs reported 1223
Financial Impacts
All figures are rounded to the nearest whole dollar
Fee Total Waived
Between 1/1/2016 & 12/31/2024
City Office Space $2,807,345
Community Recreation Centers $2,305,671
Library $4,554,897
Police Stations $3,460,368
Street Improvements $63,023,044
Fire Stations $4,057,218
Parkland $10,622,054
Administrative Fee (3.5%) $3,179,071
TOTAL $ WAIVED $94,009,668
1224
Potential City Council Options
No. Action Summary Product
1 None Maintain current SESP Waivers will remain until new PFF fees are adopted. 2 Amend
SESP Grandfathered & Phased
All active entitled projects and projects deemed
complete at time of Council action shall receive SESP
waivers.

New (future) projects shall receive gradually reduced
SESP waivers, reduced in 6 -month increments, over the
next 18 months.
3 Amend
SESP Gradual Phase Out
From effective date onward, SESP waivers will gradually be phased out, reduced in 4 -month increments, over the next 24 months.
4 Elimination
of SESP
Adoption of an
immediate or future SESP
sunset date
Waivers will cease immediately or at a specified date.
1225
Recommendation
Staff Recommends that the City Council:
• Receive SESP Program Update
• Consider Information Regarding Program
Performance
• Contemplate Potential Amendments
• Provide Direction To Staff
1226
City of Stockton
Legislation Text
File #: 25-0774, Version: 1

ADOPT RESOLUTION AUTHORIZING ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT AREA 4 OF THE CITY OF STOCKTON COMMUNITY FACILITIES DISTRICT NO. 2018-2 (WESTLAKE VILLAGES II), APPROVING AND DIRECTING THE

EXECUTION OF A FISCAL AGENT AGREEMENT, APPROVING THE FORM OF PRELIMINARY

OFFICIAL STATEMENT, APPROVING THE SALE OF SUCH BONDS, AND APPROVING OTHER

RELATED DOCUMENTS AND ACTIONS

RECOMMENDATION
It is recommended that the City Council adopt a resolution to authorize the issuance and sale of Special Tax Bonds, payable from Special Taxes, for and on behalf of Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) in the estimated amount of $26,285,000 (not-to-exceed $30,000,000), and directing the execution of a Fiscal Agent agreement approving as to form a preliminary official statement, and approving all other documents and actions in connection with the issuance.

Summary
The City Council established the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) (the “District”) on June 19, 2018, to provide financing for the acquisition of a portion of the public infrastructure improvements for the District. The District sold bonds for Improvement Area 1 in 2020 in the amount of $8,970,000 and again in 2021 in the amount of $4,535,000. The District sold bonds for Improvement Area 2 in 2022 in the amount of $9,775,000 and sold bonds for Improvement Area 3 in 2024 in the amount of $14,020,000.

Development of Improvement Area 4 is now sufficiently advanced to support a bond issue for this phase of the development. Approval of the Resolution authorizes the issuance of special tax bonds for Improvement Area 4 of the District (the “2025 Bonds”) in the estimated amount of $26,285,000 and a not-to-exceed amount of $30,000,000 (with the actual principal amount being a factor of market conditions at the time of sale). This bond issue will reimburse the developer for the cost of public capital improvements consisting primarily of roadway, bridge, sewer, water, reclaimed water, dry utilities, storm drain, storm water basin, street and parkway landscaping, curb and gutter, medians, median landscaping, traffic signals, entry signage, parks, trails, lakes, and pump stations.

In addition to the special taxes collected by the City to repay bonds issued to acquire improvements from the developer, the City also collects special taxes for authorized services and maintenance in each improvement area for the provision of services for police and criminal justice, fire, ambulance and paramedic, maintenance of parks, parkways, roads, streets, open space, and the maintenance and operation of any city real property including incidental expenses related to any authorized service.

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The City also collects special taxes in each improvement area for administrative fees of the City and for those of the Fiscal Agent and the reimbursement of costs related to the formation of the District and each improvement area advanced by the City or the landowner(s).

DISCUSSION
Background
The City Council established the District in June 2018 to provide the funding necessary for the acquisition of certain public infrastructure improvements authorized for the District. The District was split off from CFD 2006-2 (Westlake Villages), which was dormant for many years, after 322 out of the planned homes had been built.

CFD 2018-2 (Westlake Villages II) is comprised of the remaining 580 acres of the original roughly 855 gross acres of contiguous parcels that made up CFD 2006-2. The District is in North Stockton, South of Eight Mile Road and West of Highway 5, just east of White Slough and the Delta. The District is planned for 2,186 homes ranging in size from 1,400 to 3,500 square feet, and when fully developed will include multiple neighborhood parks, a school site, and a series of artificial lakes to aid in flood control.

The City formed the District via Resolution 2018-06-19-1501, which moved undeveloped parcels from CFD 2006-2 into the District, and authorized special taxes to pay for administrative costs, the costs of acquiring public facilities through the issuance of bonds and the provision of services. On February 4, 2020, a revision to Improvement Area 1 within the District was approved, which decreased the size of Improvement Area 1 and increased the area of Improvement Area 2 (via Resolution 2020-02-04- 1501).

On December 7, 2021, the City Council adopted a Resolution of Consideration to begin the process of changing the boundary map to reduce the size of Improvement Area 2 by creating Improvement Area 3 and Improvement Area 4 out of the remaining area of Improvement Area 2. This process was concluded on January 11, 2022, after a public hearing and landowner election. The maximum bond authorization for Improvement Area 4 was established at $90,000,000.

Present Situation
Part A and Part B of Improvement Area 4 contains a total of 1,240 residential lots. Part A consists of 511 residential lots that have been completed and sold to Lennar Homes of California, LLC (“Lennar”), some of whose lots are currently owned by two land-banking entities. All of the required backbone and in-tract improvements to develop the 511 lots being developed in Part A of Improvement Area 4 by Lennar are now in place, including paved access and public utilities. Home building and sales activities are underway by Lennar. Of the 511 residential lots, 378 building permits have been pulled with 133 remaining. As of July 3, 2025, 140 homes have been built and sold to individual homeowners representing approximately 28% of the special tax levy. Part B consists of 729 residential lots that remain undeveloped and owned by the master developer/Spanos-affiliated entities.

Approval of the Resolution authorizes the issuance of the 2025 Bonds in the estimated amount of $26,285,000 and a not-to-exceed amount of $30,000,000 (with the actual principal amount being a City of Stockton Printed on 8/7/2025Page 2 of 5
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File #: 25-0774, Version: 1
factor of market conditions at the time of sale). Approval of the Resolution also directs the execution of a Fiscal Agent Agreement, approves the form of Preliminary Official Statement and approves all the other related documents and actions required to bring the 2025 Bonds to market and to close the transaction.

Financing Team
The financing team consists of representatives from the appropriate City vendor pools:
· Bond Counsel: Jones Hall
· Municipal Advisor: Del Rio Advisors, LLC
· Underwriter: Oppenheimer & Co. Inc.
· Fiscal Agent: US Bank Trust Company, National Association Legal Authority and Procedures
The Special Taxes levied in the District are paid on the property tax bill and are treated the same as other taxes such as ad valorem, general obligation bonds for schools and other overlapping assessments and special taxes from other jurisdictions. Should a property owner become delinquent on any portion of their property tax bill, the property is subject to accelerated judicial foreclosure, and the amount of lien on the property associated with the special taxes can be paid from proceeds of any foreclosure action. This process provides security to the bondholders.

Schedule
If approved by the City Council, the transaction schedule is as follows:

Timeline Item
Week of September 8th, 2025 Post Preliminary Official Statement Tuesday September 16th Pre-market the 2024 Bonds
Wednesday September 17th Market the 2024 Bonds
Wednesday October 1, 2025 Closing and Transfer of Funds Documents for Consideration
Fiscal Agent Agreement: This Agreement governs the terms and conditions of the bonds and the role and responsibilities of the Fiscal Agent. It also includes the covenants of the City concerning the levy of the special tax, foreclosure of delinquent parcels and related matters.

Preliminary Official Statement: This is the offering document provided to investors that provides all material information related to the proposed bonds and Improvement Area 4 of the District. This document includes a Continuing Disclosure Certificate, which is the document detailing what ongoing information will be provided to investors.

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negotiated sale of the bonds to the underwriter and the conditions for closing the bond issue.

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

Capitalized Interest is being funded as part of the 2025 Bonds. The capitalized interest will partially cover the interest on the 2025 Bonds payable on March 1, 2026 and September 1, 2026. The balance of the debt service due on March 1, 2026 and September 1, 2026 will be paid from the collection of special taxes placed on the tax roll around August 1, 2025. Final sizing of the 2025 Bonds will ensure that the special taxes are sufficient to consider City administrative fees and debt service coverage beyond actual debt service payments. Bond investors take the risk that, if delinquencies increase significantly and the cash funded debt service reserve fund is depleted, there may not be sufficient funds to pay debt service when due. However, the foreclosure remedy remains as a potential source of later payment.

This CFD issuance is reported in a custodial fund that does not report revenues and expenditures.

For this reason, adoption of this resolution approves the costs related to the transaction, which include those costs shown in the good faith estimates (See “SB 450 Compliance”).

The estimated costs of issuance are $325,000, which includes fixed costs for the fees and expenses of bond counsel, disclosure counsel, municipal advisor, fiscal agent, special tax consultant, the City’s administrative fee of approximately $103,213, the fees and expenses of the appraiser and other costs including printing the preliminary and final official statements. The other primary cost is the compensation to the Underwriter as the underwriter’s discount in the estimated amount of $249,708 (0.95% of the principal amount of bonds).

SB 450 Compliance (“Good Faith Estimates”)
California Government Code Section 5852.1 requires that the City disclose specified information obtained as good faith estimates from an underwriter or municipal advisor prior to authorization of the issuance of the 2025 Bonds. The City has received such information from the Underwriter which is set forth below:
(1) Name of Underwriter: Oppenheimer & Co. Inc.
(2) City Council Meeting Date: August 12, 2025
(3) Name of Bond Issue: Improvement Area 4 of the City of Stockton, Community Facilities District No. 2018-2 (Westlake Villages II), Special Tax Bonds, Series 2025 (4) The Underwriter has provided to the City the following required good faith estimates relating to the 2025 Bonds:
a) The true interest cost of the 2025 Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the 2025 Bonds: 5.678288%.

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b) The finance charge of the 2025 Bonds, which means the sum of all fees and charges paid to third parties: $574,707.50 which includes both the underwriter’s discount in the estimated amount of $249,707.50 and fixed costs of issuance in the estimated amount of $325,000.00.
c) The amount of proceeds received by the public body for sale of the 2025 Bonds less the finance charge of the 2025 Bonds described in subparagraph b) and less any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds:
$22,199,012.26.
d) The total payment amount, which means the sum total of all payments the public body will make to pay debt service on the 2025 Bonds (which total payment amount is calculated to the final maturity of the 2025 Bonds): $57,670,953.54.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the 2025 Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to a variety of factors. The actual interest rates borne by the 2025 Bonds and the actual amortization of the 2025 Bonds will depend on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the City.

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Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION AUTHORIZING ISSUANCE OF SPECI AL TAX BONDS FOR AND ON BEHALF OF IMPROVEMEN T AREA 4 OF THE CITY OF STOC KTON COMMUNITY FACILITIES DISTRICT NO. 2018 -2 (WESTLAKE VILLAGES II), APPRO VING AND

DIRECTING THE EXECUT ION OF A FISCAL AGEN T AGREEMENT, APPROVI NG

THE FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVING THE SALE OF

SUCH BONDS, AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS

The City Council (the “Council”) of the City of Stockton (the “City”) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at section 53311, of the California Government Code (the “Act”), and on June 19, 2018 adopted Resolution No. 2018-06-19-1502-01 (the “Resolution”) forming the (i) City of Stockton Community Facilities District No. 2018 -2 (Westlake Villages II) (the “CFD”), (ii) Improvement Area 1 of the City of Stockton Community Facilities District No. 2018 -2 (Westlake Villages II) (“Improvement Area 1”), and (iii) Improvement Area 2 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) (“Improvement Area 2”); and on June 19, 2018 adopted Resolution No. 2018 -06-19-1502-02 authorizing a bonded indebtedness limit for Improvement Area 1 of $15,000,000 and a bonded indebtedness limit for Improvement Area 2 of $60,000,000; and

Subsequent to the initial formation of the District, the City Council adopted Resolution No. 2020-02-04-1501, on February 4, 2020: “Resolution Ordering Change to Rate and Method for Improvement Area No. 1 and 2 and Adjusting Improvement Area Boundaries for a Community Facilities District and Directing Recording of Notice of Special Tax Lien,” (the “2020 Resolution”) officially reforming the boundaries of Improvement Area No. 1 and Improvement Area No. 2 and amending the Rate and Method of Apportionment of Special Tax for Improvement Area 1 and Improvement Area 2; and

Subsequent to the adoption of the 2020 Resolution, the City Council adopted Resolution No. 2022 -01-11-1602, on January 11, 2022: “Resolution Ordering Changes Affecting Certain Parcels Wit hin Improvement Area 2 of City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II), Establishing Improvement Area 3 and Improvement Area 4 in the District, and Directing Recording of Notice of Special Tax Lien,” (the “2022 Resolutio n”) officially reforming the boundaries of Improvement Area No. 2 and (i) establishing “Improvement Area 3 of the City of Stockton Community Facilities District No. 2018-2 (“Improvement Area 3” and “Improvement Area 4 of the City of Stockton Community Faci lities District No. 2018 -2 (“Improvement Area 4” and (ii) authorized the levy of special taxes upon the land within Improvement Area 3 and Improvement Area 4, and (iii) authorized a bonded indebtedness limit for Improvement Area 3 in the maximum principal amount of not to exceed $18,500,000 and a bonded 1232

indebtedness limit for Improvement Area 4 in the maximum principal amount of not to exceed $90,000,000; and

The Council, as legislative body of the District, having previously issued bonds for Improvement Areas 1, 2 and 3, now desires to issue a series of bonds for Improvement Area 4 (the “Bonds”) for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District; and

The Council, as legislative body of the District, has obtained and disclosed all of the information required to be obtained and disclosed related to the Bonds under section 5852.1 of the California Government Code in the staff report accompanying this Resolution; and

There has been submitted t o the Council a Fiscal Agent Agreement (the “Fiscal Agent Agreement”) (attached as Exhibit 1), between the City and U.S. Bank Trust Company, National Association, as fiscal agent, providing for the issuance and terms of the Bonds, and the Council, with the aid of City staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement, the issuance of the Bonds and the execution of those and related documents; and

The City proposes to se ll the Bonds to Oppenheimer & Co. Inc., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Council, with the aid of City staff, has reviewed the Bond Purchase Agreement (attached as Exhibit 2) and the Preliminary Official Statement (attached as Exhibit 3) and found them to be in proper order, and now desires to approve said documents; and

All conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist , have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act; now, therefore,

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

1. This Council finds and determines that it is prudent in the management and development of land in the City and the District to issue the Bonds for the purpose of providing money for the construction and acquisition of authorized improvements for the District.

2. For the purposes of these proceedings in and for Improvement Area 4 of the District, the Act shall be the authority for the issuance of the Bonds.

1233

3. Pursuant to the Act, this Resolution , the 2020 Resolution, the 2022 Resolution and the Fiscal Agent Agreement, special tax bonds of the City for Improvement Area 4 of the District designated as “Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Series 2025” in an aggregate principal amount estimated at $26,285,000 (not to exceed $30,000,000) are hereby authorized to be issued. The Bonds shall be executed in the form set forth in, and otherwise as provided in the Fiscal Agent Agreement.

The Bonds shall not be issued un less the value of the real property within Improvement Area 4 subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the City for the purpose of determining such value, is at least three (3) times the proposed principal amount of the outstanding Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within Improvement Area 4.

4. The Council hereby approves the Fiscal Agent Agreement and the terms therein substantially in the form presented to the Council at this meeting. The City Manager, Deputy City Manager, Chief Financial Officer or such other person or persons as any of them may designate (collectively, the “Authorized Officers”), each acting alone or together with any other Authorized Officer, are each hereby authorized and directed to execute the Fiscal Agent Agreement, for and in the name and on behalf of the City and Improvement Area 4 of the District, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall LLP, as bond counsel to the City (“Bond Counsel”). The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The Council hereby authorizes the delivery and performance by the City of the Fiscal Agent Agreement.

5. The City hereby covenants, for the benefit of the owner s of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

6. The Council hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the City Clerk. Distribution of the Preliminary Official Statement by the City and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed, on behalf of the City, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions there to deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed 1234

to execute and deliver the final Official Statement for and on behalf of the City, to deliver to the Underwriter a certificate with respect to the inform ation set forth therein and to deliver to the Underwriter the Continuing Disclosure Undertaking in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

7. The Council hereby approves the Bond Purchase Agreement in substantially the form on file with the City Clerk; provided, that the aggregate principal amount of Bonds shall not exceed $30,000,000 or result in an Underwriter’s discount in excess of 1.00%, or a true interest cost in excess of 6.50%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

The Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.

8. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the District and the Improvement Areas and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, a nd the Authorized Officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisabl e in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer (including any person holding such office on an interim basis) or any designee, with the same force and effect as if taken by such Authorized Officer.

9. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED, and ADOPTED August 12, 2025 .

CHRISTINA FUGAZI
Mayor of the City of Stockton
ATTEST:

KATHERINE ROLAND, CMC, CPMC
City Clerk of the City of Stockton
1235
Jones Hall Draft 6.9.25
F

ISCAL AGENT AGREEMENT
by and between

CITY OF STOCKTON
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of _______ 1, 2025
Relating to:
$___________
Improvement Area 4 of the City of Stockton
Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds
Series 2025
EXHIBIT 1
1236

TABLE OF CONTENTS

ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement ......................................................................................... 3 Section 1.02. Agreement for Benefit of Bondowners .......................................................................... 3 Section 1.03. Definitions ..................................................................................................................... 3

ARTICLE II
THE 2025 BONDS
Section 2.01. Principal Amount; Designation .................................................................................... 12 Section 2.02. Terms of the 2025 Bonds ............................................................................................ 12 Section 2.03. Redemption ................................................................................................................. 13 Section 2.04. Form of Bonds ............................................................................................................. 16 Section 2.05. Execution of Bonds ..................................................................................................... 16 Section 2.06. Transfer of Bonds ........................................................................................................ 16 Section 2.07. Exchange of Bonds ..................................................................................................... 17 Section 2.08. Bond Register ............................................................................................................. 17 Section 2.09. Temporary Bonds ........................................................................................................ 17 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen ............................................................... 18 Section 2.11. Limited Obligation ....................................................................................................... 18 Section 2.12. Book-Entry Only System ............................................................................................. 18 Section 2.13. No Acceleration ........................................................................................................... 19

ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds ................................................................................. 20 Section 3.02. Application of Proceeds of Sale of 2025 Bonds .......................................................... 20 Section 3.03. Special Tax Fund ........................................................................................................ 20 Section 3.04. Improvement Fund ...................................................................................................... 22 Section 3.05. Costs of Issuance Fund .............................................................................................. 23 Section 3.06. Surplus Fund ............................................................................................................... 23

ARTICLE IV
PLEDGE OF NET TAXES; RESERVE FUND
Section 4.01. Pledge of Net Taxes and Other Amounts. .................................................................. 24 Section 4.02. Reserve Fund .............................................................................................................. 24

ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment ....................................................................................................... 27 Section 5.02. Limited Obligation ....................................................................................................... 27 Section 5.03. Extension of Time for Payment ................................................................................... 27 Section 5.04. Against Encumbrances ............................................................................................... 27 Section 5.05. Books and Accounts ................................................................................................... 27 Section 5.06. Protection of Security and Rights of Owners .............................................................. 27 Section 5.07. Collection of Special Taxes; Transfer of Net Taxes .................................................... 28 Section 5.08. Covenant to Foreclose ................................................................................................ 28 Section 5.09. Additional Bonds ......................................................................................................... 29 Section 5.10. Compliance with Law; Completion of Project ............................................................. 32 Section 5.11. Continuing Disclosure to Owners ................................................................................ 32 Section 5.12. Private Activity Bond Limitation ................................................................................... 32 Section 5.13. Federal Guarantee Prohibition .................................................................................... 32 Section 5.14. No Arbitrage ................................................................................................................ 32 Section 5.15. Maintenance of Tax-Exemption .................................................................................. 32 Section 5.16. Yield of the 2025 Bonds .............................................................................................. 32 EXHIBIT 1
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ii
Section 5.17. Annual State Reports .................................................................................................. 33 Section 5.18. Further Assurances ..................................................................................................... 33

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds .............................................................. 34 Section 6.02. Rebate of Excess Investment Earnings to the United States ..................................... 35 Section 6.03. Limited Obligation ....................................................................................................... 35

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent ....................................................................................... 36 Section 7.02. Liability of Fiscal Agent ............................................................................................... 36 Section 7.03. Information .................................................................................................................. 38 Section 7.04. Notice to Fiscal Agent ................................................................................................. 38 Section 7.05. Compensation, Indemnification ................................................................................... 39

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted .............................................................................................. 40 Section 8.02. Owners' Meetings ....................................................................................................... 40 Section 8.03. Procedure for Amendment with Written Consent of Owners ...................................... 41 Section 8.04. Disqualified Bonds ...................................................................................................... 41 Section 8.05. Effect of Supplemental Agreement ............................................................................. 41 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments .......................... 42 Section 8.07. Amendatory Endorsement of Bonds ........................................................................... 42 Section 8.08. Opinion of Counsel Regarding Supplemental Agreement .......................................... 42

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ................................................................... 43 Section 9.02. Successor is Deemed Included in All References to Predecessor ............................. 43 Section 9.03. Discharge of Agreement ............................................................................................. 43 Section 9.04. Execution of Documents and Proof of Ownership by Owners .................................... 44 Section 9.05. Waiver of Personal Liability ......................................................................................... 44 Section 9.06. Notices to and Demands on City and Fiscal Agent .................................................... 44 Section 9.07. Partial Invalidity ........................................................................................................... 45 Section 9.08. Unclaimed Moneys...................................................................................................... 45 Section 9.09. Applicable Law ............................................................................................................ 45 Section 9.10. Conflict with Act ........................................................................................................... 45 Section 9.11. Conclusive Evidence of Regularity ............................................................................. 45 Section 9.12. Payment on Business Day .......................................................................................... 45 Section 9.13. Counterparts ............................................................................................................... 45

EXHIBIT A FORM OF BOND
EXHIBIT B OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM

IMPROVEMENT FUND
EXHIBIT 1
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1 FISCAL AGENT AGREEMENT

THIS FISCAL AGENT AGREEMENT (the “Agreement”) is made and entered into as of _______ 1, 2025, by and between the City of Stockton, California, a charter city and public body, corporate and politic, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) (the “District”), and U.S. Bank Trust Company, National Association, a national banking association organized under the laws of the United States of America as fiscal agent (the “Fiscal Agent”).

W I T N E S S E T H :

WHEREAS, the City has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at section 53311, of the California Government Code (the “Act”) and Resolution No. 2018-06-19-1502-01 of the City Council adopted on June 19, 2018, to form (i) City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) (the “District”), (ii) Improvement Area 1 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) (“Improvement Area 1”), (iii) Improvement Area 2 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) (“Improvement Area 2”), and (iv) Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) (“Improvement Area 4” and together with Improvement Area 1 and Improvement Area 2, the “Improvement Areas”), to authorize the levy of special taxes upon the land within the Improvement Areas, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District; and

WHEREAS, subsequent to the initial formation of the District, the City Council adopted “Resolution Ordering Change to Rate and Method for Improvement Area No. 1 and 2 and Adjusting Improvement Area Boundaries for a Community Facilities District and Directing Recording of Notice of Special Tax Lien,” Resolution No. 2020-02-04-1501, on February 4, 2020 (the “2020 Resolution”) officially reforming the boundaries of Improvement Area No. 1 and Improvement Area No. 2 and amending the Rate and Method of Apportionment of Special Tax for Improvement Area 1 and Improvement Area 2; and

WHEREAS, subsequent to the adoption of the 2020 Resolution, the City Council adopted Resolution No. 2022-01-11-1602, on January 11, 2022: “Resolution Ordering Changes Affecting Certain Parcels Within Improvement Area 2 of City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II), Establishing Improvement Area 3 and Improvement Area 4 in the District, and Directing Recording of Notice of Special Tax Lien,” (the “2022 Resolution”) officially reforming the boundaries of Improvement Area No. 2 and (i) establishing “Improvement Area 3 of the City of Stockton Community Facilities District No. 2018-2 (“Improvement Area 3” and “Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (“Improvement Area 4” and (ii) authorized the levy of special taxes upon the land within Improvement Area 3 and Improvement Area 4, and (iii) authorized a bonded indebtedness limit for Improvement Area 3 in the maximum principal amount of not to exceed $18,500,000 and a bonded indebtedness limit for Improvement Area 4 in the maximum principal amount of not to exceed $90,000,000; and

WHEREAS, the City Council, as the legislative body of the District and each Improvement Area, is authorized under the Act to levy special taxes to pay for the costs of facilities within the EXHIBIT 1
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2 District and the Improvement Areas therein, and to authorize the issuance of bonds secured by said special taxes under the Act; and

WHEREAS, under the provisions of the Act, on _________, 2025, the City Council of the City adopted its Resolution No. _________ (the “Resolution”), which resolution, among other matters, authorized the issuance of the Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Series 2025, to provide moneys for the construction and acquisition of improvements within or of benefit to Improvement Area 4 and provided that said issuance would be in accordance with the Act and this Agreement, and authorized the execution hereof; and

WHEREAS, it is in the public interest and for the benefit of the City, the District, the persons responsible for the payment of special taxes and the Owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds and any additional bonds authorized to be issued hereunder and the administration and payment of the Bonds; and

WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the Fiscal Agent for the District and issued as in the Act, the Resolution and this Agreement provided to be legal, valid and binding and special obligations of the City for Improvement Area 4 in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.

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

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3 ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS

Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution.

Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the Owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Fiscal Agent.

Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof.

“Additional Bonds” means any series of bonds other than the 2025 Bonds issued pursuant to Section 5.09.

“Administrative Expenses” means any or all of the following:

(a) the expenses directly related to the administration of the District, including, but not limited to, the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or a designee thereof or both); the costs of collecting the Special Taxes (whether by San Joaquin County, the City or otherwise); the costs of remitting the Special Taxes to the Fiscal Agent; the costs associated with preparing Special Tax disclosure statements and responding to the public inquiries regarding the Special Taxes; the costs of the City, the District or any designee thereof related to an appeal of the Special Tax;

(b) the costs of the Fiscal Agent (including its legal counsel) in the discharge of the duties of the Fiscal Agent pertaining to the Bonds required under this Fiscal Agent Agreement and any Supplemental Agreement;

(c) the costs of the City or any designee thereof of complying with the City, the District, or obligated person disclosure requirements associated with applicable federal or state securities laws of the Act pertaining to the Bonds;

(d) any amounts required to be rebated to the federal government; and

(e) all other costs and expenses of the City (including, but not limited to, an allocable share of the salaries of the City staff directly related to the foregoing, a proportionate amount of City general administrative overhead related to the foregoing, and amounts advanced by the City for any administrative purpose of the District, including EXHIBIT 1
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4 costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure maintenance of tax exemption, and the costs of prosecuting foreclosure of delinquent Special Taxes, which amounts advanced are subject to reimbursement from other sources, including proceeds of foreclosure) and the Fiscal Agent incurred in connection with the discharge of their respective duties hereunder and in any way related to the administration of the District and all actual costs and expenses incurred in connection with the administration of the Bonds.

“Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement.

“Annual Debt Service” means, for each Bond Year and each Series of Outstanding Bonds, the sum of (i) the interest due on the respective Series of Outstanding Bonds in such Bond Year, assuming that such Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the respective Series of Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.

“Authorized Officer” means the City Manager, Chief Financial Officer, City Clerk, City Attorney, including any deputy, acting or interim officer holding such position, or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.

“Bond Counsel” means Jones Hall, A Professional Law Corporation, and its successors; or any other attorney at law or firm of attorneys selected by the City, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America.

“Bond Year” means each twelve-month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 1, 2026.

“Bonds” means the 2025 Bonds and any Additional Bonds.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Principal Office of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed.

“CDIAC” means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto.

“Chief Financial Officer” means the duly acting Chief Financial Officer of the City, or if the City has no Chief Financial Officer, such officer of the City serving a similar role.

“City” means the City of Stockton, California, and any successor thereto.

“Closing Date” means _______, 2025, the date upon which there is a physical delivery of the 2025 Bonds in exchange for the amount representing the purchase price of the 2025 Bonds by the Original Purchaser.

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5 “Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code.

“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the Closing Date, by and between the City and Willdan Financial Services, or successors, in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

“Cost of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent, including its first annual administration fee, and expenses and fees of counsel to the Fiscal Agent, expenses incurred by the City in connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing.

“Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.05(A).

“DTC” means the Depository Trust Company, and its successors and assigns.

“Debt Service” means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period.

“Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.12.

“District” means the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) formed pursuant to the Resolution of Formation.

“Fair Market Value ” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States.

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6 “Federal Securities” means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment).

(i) Direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as “stripped” obligations and coupons; or

(ii) Any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration, (d) mortgage-backed bonds or passthrough obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America.

“Fiscal Agent” means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.

“Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.

“Gross Taxes” means the proceeds of the Special Taxes received by the City, including any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon. “Gross Taxes” does not include any penalties collected in connection with delinquent Special Taxes or any interest in excess of the interest due on the Bonds.

“Improvement Area 4” means Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II).

“Improvement Fund” means the fund by that name established pursuant to Section 3.04(A) hereof.

“Information Services” means “EMMA” or the “Electronic Municipal Market Access” system of the Municipal Securities Rulemaking Board; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent.

“Interest Payment Dates” means March 1 and September 1 of each year, commencing March 1, 2026.

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7 “Maximum Annual Debt Service” means, for each Series of Outstanding Bonds, the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of the respective Series of Outstanding Bonds.

“Net Taxes ” means Gross Taxes minus amounts set aside to pay Administrative Expenses.

“Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer.

“Ordinance” means any ordinance of the City levying the Special Taxes.

“Original Purchaser” means the first purchaser of the Bonds from the City.

“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Agreement or any Supplemental Agreement.

“Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.

“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Certificate.

“Permitted Investments” means any of the following, to the extent that they are lawful investments for City funds at the time of investment, and are acquired at Fair Market Value (the Fiscal Agent is entitled to rely upon investment direction from the City as a certification that such investment constitutes a Permitted Investment):

(i) Federal Securities;

(ii) any of following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and (d) bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;

(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Fiscal Agent and its affiliates), provided that (a) the unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally EXHIBIT 1
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8 recognized rating service, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated at the time of purchase in one of the top two rating categories by a nationally recognized rating service; or (b) such deposits consist of U.S. dollar denominated deposit accounts, federal funds and banker’s acceptances with domestic commercial banks, which may include the Fiscal Agent and its affiliates, have a rating on their short term certificates of deposit on the date of purchase of “A” or better by S&P, maturing no more than 360 days after the date of purchase, provided that ratings on holding companies are not considered as the rating of the bank;

(iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service; (b) the most recent reported combined capital, surplus and undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligation under any such repurchase obligation shall be required to be performed in not more than thirty (30) days; (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Fiscal Agent under the California Commercial Code or pursuant to the book-entry procedures described by 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service;

(v) bankers acceptances endorsed and guaranteed by banks described in clause (iv) above;

(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;

(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor’s Ratings Services or Moody’s Investor Service, including such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Fiscal Agent or an affiliate of the Fiscal Agent receives and retains a fee for services provided to the fund, (b) the Fiscal Agent collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (c) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent;

(viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above, such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Fiscal Agent or an affiliate of the Fiscal Agent receives and retains a fee for services EXHIBIT 1
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9 provided to the fund, (b) the Fiscal Agent collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (c) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent;

(ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service;

(x) commercial paper which at the time of purchase is of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of five hundred million dollars ($500,000,000) and having an “AA” or higher rating for the issuer’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Poor’s Corporation, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation;

(xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;

(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;

(xiii) shares in the California Asset Management Program; or

(xiii) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Fiscal Agent shall be permitted to make investments and withdrawals in its own name and the Fiscal Agent may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Fiscal Agent Agreement.

(xiv) any other lawful investment for City funds.

“Prepayment” means moneys received by the City from the prepayment of Special Taxes as provided in the “Rate, Method of Apportionment, and Manner of Collection of Special Tax” applicable to Improvement Area 4.

“Principal Office” means the corporate trust office of the Fiscal Agent set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent.

“Project” means the acquisitions and improvements described in the Resolution of Formation, including Administrative Expenses related thereto.

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10 “Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent pursuant to Section 4.02, provided that all of the following requirements are met: (a) the long-term credit rating of such bank or insurance company is rated at the time of issuance in the “AA” category or higher by S&P or Moody’s (without regard to qualifier); (b) such letter of credit or surety bond has a term of at least 12 months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.02; and (d) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Special Tax Fund for the purpose of making payments required pursuant to Section 4.02 or the amount to be restored to the Reserve Fund if not timely renewed or extended.

“Record Date” means the 15th day of the month next preceding the month of the applicable Interest Payment Date whether or not such day is a Business Day.

“Regulations” means temporary and permanent regulations promulgated under the Code.

“Reserve Fund” means the fund by that name established pursuant to Section 4.02(A).

“Reserve Requirement” means, for the 2025 Bonds, an amount calculated as of the Closing Date equal to the lesser of (a) Maximum Annual Debt Service on the 2025 Bonds, (b) 125% of the average Annual Debt Service on the 2025 Bonds, or (c) 10% of the original principal amount of the 2025 (or the issue price of the 2025 Bonds excluding accrued interest, if the net original issue discount or premium is less than 98% or more than 102% of the principal amount of the2025 Bonds), as calculated by the City. In connection with issuance of Additional Bonds with a debt service reserve (1) in no event shall the City, in connection with the issuance of Additional Bonds covered by the Reserve Fund pursuant to a Supplemental Agreement be obligated to deposit an amount in the Reserve Fund which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, in the event the amount of any such deposit into the Reserve Fund is so limited, the Reserve Requirement shall, in connection with the issuance of such Additional Bonds, be increased only by the amount of such deposit as permitted by the Code, and (2) the City may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Fund Credit Instrument in the Reserve Fund in accordance with Section 4.02(A).

“Resolution” means Resolution No. 2025-03-19-1502 adopted by the City Council of the City on March 19, 2025, which resolution, among other matters, authorized the issuance of the Bonds.

“Resolution of Formation” means collectively, (i) Resolution No. 2018-06-19-1502-01 of the City Council adopted on June 19, 2018, establishing the District and the Improvement Areas for the purpose of providing for the financing of certain public facilities in and for such District, (ii) Resolution No. 2020-02-04-1501 of the City Council adopted on February 4, 2020, reforming the boundaries of Improvement Area No. 1 and Improvement Area No. 2 and amending the Rate and Method of Apportionment of Special Tax for Improvement Area 1 and Improvement Area 4, and (iii) Resolution No. 2022-01-11-1601 of the City Council adopted on January 11, 2022, reforming the boundaries of Improvement Area No. 2 and establishing Improvement Area No. 3 and Improvement Area No. 4 of the District.

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11 “Securities Depositories” means The Depository Trust Company; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent.

“Series” means a series of Bonds issued under this Fiscal Agent Agreement.

“Special Tax Fund” means the fund by that name established by Section 3.03(A).

“Special Taxes” means the special taxes levied within Improvement Area 4 pursuant to the Act, the Ordinance and this Agreement.

“Supplemental Agreement” means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder.

“Teeter Plan” means the County of San Joaquin’s program of distributing special taxes as described under the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds, as provided for in Sections 4701 through 4717, inclusive, of the Revenue and Taxation Code of the State of California.

“Term 2025 Bonds” means the 2025 Bonds maturing on ___________.

“2025 Bonds” means the Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds, Series 2025.

“2025 Reserve Account” means the account within the Reserve Fund by that name established pursuant to Section 4.02(A).

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12 ARTICLE II

THE 2025 BONDS

Section 2.01. Principal Amount; Designation. The 2025 Bonds in the aggregate principal amount of $___________ are hereby authorized to be issued by the City for Improvement Area 4 under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The 2025 Bonds shall be designated the “Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Series 2025.”

Section 2.02. Terms of the 2025 Bonds.

(A) Form; Denominations. The 2025 Bonds shall be issued as fully registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof. The 2025 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent.

(B) Date of the 2025 Bonds. The 2025 Bonds shall be dated the Closing Date.

(C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2025 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2025 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2025 Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.

(D) Maturities. The 2025 Bonds shall be issued as term bonds and shall mature and become payable as follows:

Maturity
(Sept 1)
Principal
Amount
Interest
Rate

(T) Term Bond.

(E) Interest. The 2025 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2025 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing EXHIBIT 1
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13 Date; provided, however, that if at the time of authentication of a 2025 Bond, interest is in default thereon, such 2025 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

(F) Method of Payment. Interest on the 2025 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date of any Owner of $1,000,000 or more in aggregate principal amount of 2025 Bonds; provided that so long as any 2025 Bonds are in book-entry form, payments with respect to such 2025 Bonds shall be made by wire transfer or such other method acceptable to the Fiscal Agent and to the Depository. The principal of the 2025 Bonds and any premium on the 2025 Bonds are payable in lawful money of the United States of America upon surrender of the 2025 Bonds at the Principal Office of the Fiscal Agent.

All 2025 Bonds paid by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled 2025 Bonds in accordance with its records retention policy then in effect.

Section 2.03. Redemption.

(A) Redemption Dates.

(i) Optional Redemption. The 2025 Bonds are subject to optional redemption from any source of available funds other than Prepayments prior to maturity, in whole, or in part among maturities as specified by the City and by lot within a maturity, on any date on or after September 1, _____, at the following respective redemption prices (expressed as percentages of the principal amount of the 2025 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates Redemption Price
September 1, _____ through August 31, _____ 103%
September 1, _____ through August 31, _____ 102%
September 1, _____ through August 31, _____ 101%
September 1, _____ and any date thereafter 100%

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14 (ii) Mandatory Redemption From Prepayments. The 2025 Bonds shall be subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as shall be specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2025 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates Redemption Price
Interest Payment Dates through and including March 1, ____ 103% September 1, ______ and March 1, ______ 102
September 1, ______ and March 1, ______ 101
September 1, ______ and Interest Payment Dates thereafter 100

(iii) Mandatory Sinking Fund Redemption. The Bonds maturing September 1, _____, September 1, _____, and September 1, _____ (collectively, the “ Term Bonds”) are subject to mandatory sinking payment redemption in part on September 1, _____, September 1, _____, and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Due September 1, ______

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

(Maturity)

Term Bonds Due September 1, ______

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

(Maturity)

Term Bonds Due September 1, ______

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

(Maturity)

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15 The amounts in the foregoing tables shall be reduced pro rata, at the direction of the City in an Officer’s Certificate, in order to maintain substantially uniform debt service, as a result of any prior partial optional or mandatory redemption of the Term 2025 Bonds pursuant to Section 2.03(A)(i) or (ii) above. In the event of a redemption pursuant to Section 2.03(A)(i) or (ii), the City shall provide the Fiscal Agent with a revised sinking fund schedule giving effect to the redemption so completed.

In lieu of redemption under this Section 2.03, moneys in the Special Tax Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2025 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2025 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

(B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem 2025 Bonds pursuant to Section 2.03(A)(i) and (ii) not less than 60 days prior to the applicable redemption date.

(C) Redemption Procedure by Fiscal Agent; Rescission. The Fiscal Agent shall cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2025 Bonds designated for redemption, at their addresses appearing on the 2025 Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such 2025 Bonds.

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2025 Bonds are to be called for redemption, shall designate the CUSIP numbers and 2025 Bond numbers of the 2025 Bonds to be redeemed by giving the individual CUSIP number and 2025 Bond number of each 2025 Bond to be redeemed or shall state that all 2025 Bonds between two stated 2025 Bond numbers, both inclusive, are to be redeemed or that all of the 2025 Bonds of one or more maturities have been called for redemption, shall state as to any 2025 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2025 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such 2025 Bonds will not accrue from and after the redemption date.

Upon the payment of the redemption price of 2025 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, of the 2025 Bonds being redeemed with the proceeds of such check or other transfer.

The City has the right to rescind any notice of the redemption of 2025 Bonds under Section 2.03(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2025 Bonds then called for redemption, and such cancellation shall not constitute an event of default. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of EXHIBIT 1
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16 such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.

Whenever provision is made in this Agreement for the redemption of less than all of the 2025 Bonds of any maturity, the Fiscal Agent shall select the 2025 Bonds to be redeemed, from all 2025 Bonds or such given portion thereof of such maturity by lot in any manner which the Fiscal Agent in its sole discretion shall deem appropriate.

Upon surrender of 2025 Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new 2025 Bond or 2025 Bonds, of the same series and maturity, of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the 2025 Bond or 2025 Bonds.

(D) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2025 Bonds so called for redemption shall have been deposited in the Special Tax Fund, such 2025 Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.

All 2025 Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled 2025 Bonds it has received in accordance with its records retention policy then in effect.

Section 2.04. Form of Bonds. The 2025 Bonds, the form of Fiscal Agent’s certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act.

Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City may be impressed, imprinted or reproduced by facsimile thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City.

Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement.

Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in EXHIBIT 1
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17 a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer.

Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity.

No transfers of Bonds shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

The transferor of any Bond shall also provide or cause to be provided to the Fiscal Agent all information necessary to allow the Fiscal Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange.

No exchanges of Bonds shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Principal Office, sufficient books for the registration and transfer of the Bonds (the “Bond Register”), which books shall show the series number, date, amount, rate of interest and Owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided.

Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate.

Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.

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18 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent in accordance with its records retention policy then in effect. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity for the Fiscal Agent and the City satisfactory to the Fiscal Agent shall be given, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement.

Section 2.11. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall be special obligations of the City, payable solely from the Net Taxes and the funds pledged therefore hereunder. Neither the full faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds.

Section 2.12. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein as a separate fully registered certificate (in printed or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co, as nominee of DTC or such nominee as DTC shall appoint in writing.

The Authorized Officers and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository’s book-entry system, including the execution of the Depository’s required representation letter.

With respect to Bonds registered in the Bond Register in the name of Cede & Co, as nominee of DTC, the Fiscal Agent shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, the Fiscal Agent shall not have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co, or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption or mandatory tender, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than EXHIBIT 1
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19 DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds.

The Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to the Owners as shown on the Registration Books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid.

No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.12 shall refer to such new nominee of DTC.

DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent and the City during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law.

The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent.

Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06.

To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable.

Section 2.13. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.13 shall in any way prohibit the prepayment or redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof.

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20 ARTICLE III

ISSUANCE OF BONDS

Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the Bonds for Improvement Area 4 in the aggregate principal amount set forth in Section 2.01 or as authorized in any supplemental agreement and deliver sicateticch Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance of the Bonds from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser.

Section 3.02. Application of Proceeds of Sale of 2025 Bonds. (a) The proceeds of the purchase of the 2025 Bonds by the Original Purchaser in the amount of $____________ (being the principal amount thereof, plus net original premium of $____________, less an Underwriter’s discount of $____________shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows:

(i) Deposit in the Improvement Fund $____________;

(ii) Deposit in the 2025 Reserve Account of the Reserve Fund $____________, equaling the initial Reserve Requirement;

(iii) Deposit in the Costs of Issuance Fund $____________; and

(iv) Deposit in the Interest Account of the Special Tax Fund $____________.

(b) The Fiscal Agent may establish such temporary funds or accounts as reasonably necessary to complete the foregoing deposits.

Section 3.03. Special Tax Fund.

(A) Establishment and Disbursements. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Special Tax Fund to be held by the Fiscal Agent for the benefit of the Owners. Except for the portion of any Prepayment to be deposited to the Redemption Account as specified in an Officer’s Certificate delivered to the Fiscal Agent, the Fiscal Agent shall, on each date on which Net Taxes are received from the City (pursuant to Section 5.07), deposit the Net Taxes in the Special Tax Fund. The Fiscal Agent shall transfer the Net Taxes on deposit in the Special Tax Fund on the dates and in the amounts set forth in this Section, in the following order of priority:

(1) To the Interest Account of the Special Tax Fund;

(2) To the Principal Account of the Special Tax Fund;

(3) To the Redemption Account of the Special Tax Fund;

(4) To the Reserve Fund; and
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21 (5) To the Surplus Fund.

(B) Interest Account and Principal Account of the Special Tax Fund. The principal of and interest due on the Bonds until maturity, other than principal due upon optional or special mandatory redemption, shall be paid by the Fiscal Agent from the Principal Account and the Interest Account of the Special Tax Fund, respectively. For the purpose of assuring that the payment of principal of and interest on the Bonds will be made when due (including mandatory sinking fund payments), at least one Business Day prior to each Interest Payment Date, the Fiscal Agent shall transfer from the Special Tax Fund, first to the Interest Account and then to the Principal Account, the amount required to pay interest on and principal of the Bonds (including mandatory sinking fund payments) on the immediately succeeding Interest Payment Date; provided, that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the Bonds, or otherwise, the transfer from the Special Tax Fund need not be made.

(1) In accordance with the City’s election to call 2025 Bonds for optional redemption as set forth in Section 2.03(A)(i), or to call Additional Bonds for optional redemption as set forth in any Supplemental Agreement for Additional Bonds, the Fiscal Agent shall transfer from the Special Tax Fund and deposit in the Redemption Account of the Special Tax Fund moneys available for the purpose and sufficient to pay the principal, interest and premium, if any, payable on the 2025 Bonds or Additional Bonds called for optional redemption.

(2) The portion of any Prepayment specified in an Officer’s Certificate delivered to the Fiscal Agent to be deposited to the Redemption Account pursuant to Section 3.03(A), shall be deposited to the Redemption Account and applied on the redemption date established pursuant to Section 2.03(A)(ii) for the 2025 Bonds, and in any Supplemental Agreement for any Additional Bonds, for the payment of the principal, interest and the premium, if any, payable on the 2025 Bonds or Additional Bonds to be redeemed with such Prepayments.

(3) Moneys set aside in the Redemption Account shall be used solely for the purpose of redeeming Bonds and shall be applied on or after the redemption date to the payment of principal, interest and premium, if any, on the Bonds to be redeemed; provided, that in lieu or partially in lieu of such call and redemption, moneys deposited in the Redemption Account may be used to purchase Outstanding Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds may be made by the City at public or private sale as and when and at such prices as the City may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption, the premium applicable at the next following call date according to the premium schedule established for such Bonds. Any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date.

(D) Reserve Fund. After making the transfers required by the foregoing provisions of this Section 3.03, the Fiscal Agent shall, after taking into account amounts then on deposit in the Reserve Fund (including the accounts therein), transfer amounts needed from the Special EXHIBIT 1
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22 Tax Fund to the Reserve Fund so that the amount in the Reserve Fund equals the Reserve Requirement for each Series of Bonds.

(E) Surplus Fund. After making the transfers required by the foregoing provisions of this Section 3.03, as soon as practicable after each September 2, the Fiscal Agent shall transfer all remaining amounts in the Special Tax Fund to the Surplus Fund, unless on or prior to such date, it has received an Officer’s Certificate directing that certain amounts be retained in the Special Tax Fund because the City has assumed such amounts would be available in the Special Tax Fund in calculating the amount of the levy of Special Taxes for such Bond Year pursuant to Section 5.07.

(F) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.

Section 3.04. Improvement Fund.

(A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Improvement Fund to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Improvement Fund shall be held in trust and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of costs of the Project. Prior to disbursement, amounts on deposit in the Improvement Fund shall be subject to a lien in favor of the Owners of the Bonds.

(B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer’s Certificate substantially in the form of Exhibit B attached hereto which shall:

(i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost; and

(ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer’s Certificate previously filed requesting disbursement.

Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts.

(C) Investment. Moneys in the Improvement Fund and the accounts established thereunder shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of the Improvement Fund.

(D) Closing of Fund. Upon the earlier of three years after the Closing Date or the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund has been completed and that all costs of such portion of the Project have been paid, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Special Tax Fund for application to the payment of principal of and interest on the Bonds, and the Improvement Fund shall be closed.

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23 Section 3.05. Costs of Issuance Fund.

(A) Establishment of Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Costs of Issuance Fund, to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance of the Bonds.

(B) Disbursement; Closing of Fund. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by an Authorized Officer or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all Costs of Issuance of the Bonds upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a Cost of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date of the Bonds. Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts.

The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 6 months from the Closing Date of the Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Improvement Fund, unless such fund has been closed, in which event the moneys shall be transferred to the Special Tax Fund and the Costs of Issuance Fund shall be closed. Thereafter, any cost of issuance invoice received by the Fiscal Agent shall be submitted to the Chief Financial Officer for payment.

(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of the Costs of Issuance Fund.

Section 3.06. Surplus Fund.

(A) Establishment of Surplus Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Surplus Fund, to the credit of which a deposit shall be made as required by Section 3.03(E). Moneys in the Surplus Fund shall be held in trust by the Fiscal Agent for the benefit of the City.

(B) Disbursement. The amounts in the Surplus Fund are not pledged to the repayment of the Bonds and may be used by the City for any lawful purpose. Moneys deposited in the Surplus Fund shall be transferred by the Fiscal Agent upon the direction of the City, as set forth in an Officer’s Certificate delivered to the Fiscal Agent.

(C) Investment. Moneys in the Surplus Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Surplus Fund to be used for the purposes of such fund.

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24 ARTICLE IV
PLEDGE OF NET TAXES; RESERVE FUND

Section 4.01. Pledge of Net Taxes and Other Amounts. All of the Net Taxes and all moneys deposited in the Special Tax Fund, the Reserve Fund and, until disbursed as provided herein, in the Improvement Fund, are hereby pledged to secure the repayment of the Bonds.

Such pledge shall constitute a first lien on the Net Taxes and said amounts. The Net Taxes and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated in their entirety to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03.

Amounts in the Costs of Issuance Fund for any Series of Bonds are not pledged to the repayment of the Bonds. The facilities acquired with the proceeds of the Bonds are not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed hereunder.

Notwithstanding any provision contained in this Agreement to the contrary, Net Taxes deposited in the Surplus Fund shall no longer be considered to be pledged to the Bonds, and none of the Surplus Fund shall be construed as a trust fund held for the benefit of the Owners.

Section 4.02. Reserve Fund.

(A) Establishment of Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Reserve Fund, and within the Reserve Fund shall be established a 2025 Reserve Account, to the credit of which a deposit shall be made as required by Section 3.02 and deposits shall be made as provided in Section 3.03(D). Unless otherwise set forth in a Supplemental Agreement, for each Series of Additional Bonds covered by the Reserve Fund, the Fiscal Agent shall establish a separate account within the Reserve Fund for each such Series, which account shall be maintained purely for accounting purposes, and amounts in all accounts within the Reserve Fund shall be pledged to all Bonds equally and ratably. Moneys in each account of the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of principal of, and interest on, the Bonds and shall be subject to a lien in favor of the Owners of the Bonds.

The City has the right at any time to cause the Fiscal Agent to release funds from the Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) an opinion of Bond Counsel stating that such release will not, of itself, cause the interest on the Bonds to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent, the Fiscal Agent will transfer such funds from the Reserve Fund to the City. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, the City is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Fiscal Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all Qualified Reserve Fund Credit Instruments held by the Fiscal Agent is at least equal to the Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified Reserve Fund Credit Instrument prior to its expiration). Any EXHIBIT 1
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25 Qualified Reserve Fund Credit Instrument deposited with the Fiscal Agent shall contain instructions to the Fiscal Agent with respect to the purpose and use thereof.

(B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Special Tax Fund one Business Day prior to any Interest Payment Date for which there is a deficiency in the amount required for payment of the principal of, and interest on, the Bonds on such Interest Payment Date. Whenever transfer is made from the Reserve Fund to the Special Tax Fund due to a deficiency in the Special Tax Fund, the Fiscal Agent shall provide written notice thereof to the Chief Financial Officer.

To the extent the Fiscal Agent is required to draw on amounts in the Reserve Fund, the Fiscal Agent shall draw on such amounts from any accounts within the Reserve Fund on a pro rata basis based upon the amounts produced by calculating the Reserve Requirement for each Series of Bonds related to such accounts; provided, that because the accounts are established within the Reserve Fund solely for the purpose of complying with federal tax law, nothing in this Section shall be construed to limit the availability of amounts in any account within the Reserve Fund to pay debt service on any Series of Bonds.

(C) Transfer of Excess of Reserve Requirement. Whenever the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Fiscal Agent shall provide written notice to the Chief Financial Officer of the amount of the excess. The Chief Financial Officer shall advise the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to Section 4.02(D) and 6.02 below, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess from the Reserve Fund to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Special Tax Fund to be used for the payment of the principal of and interest on the Outstanding Bonds covered by the Reserve Fund in accordance with Section 3.03; provided, that to the extent that such excess results from the Prepayment of Special Taxes and redemption of Bonds as provided in an Officer’s Certificate in accordance with this Agreement, such amount shall be transferred to the Redemption Account and applied to the corresponding special mandatory redemption of Bonds.

(D) Transfer for Rebate Purposes. Investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the federal government to comply with Section 6.02.

(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds covered by the Reserve Fund, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and after making any transfer required under Section 4.02(D) above and upon receipt of an Officer’s Certificate directing it to do so, the Fiscal Agent shall transfer the amount in the Reserve Fund to the Special Tax Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 3.03, of all such Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Special Tax Fund exceeds the amount required to pay and redeem the Outstanding Bonds covered by the Reserve Fund, the balance in the Reserve Fund shall be transferred to the City, after payment of any amounts due the Fiscal Agent hereunder, to be used for any lawful purpose of the City.

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26 Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.02(E) until after the calculation, pursuant to Section 6.02, of any amounts due to the federal government following payment of the respective Series of Bonds and withdrawal of any such amount under Section 4.02(D) for purposes of making such payment to the federal government, and payment of any fees and expenses due to the Fiscal Agent.

(F) Investment. Moneys in the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Reserve Fund to be used and disbursed as provided in this Section 4.02.

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27 ARTICLE V

OTHER COVENANTS OF THE CITY

Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement, and it will faithfully observe and perform all of the conditions covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds.

Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on behalf of Improvement Area 4 and are payable solely from and secured solely by the Net Taxes and the amounts in certain funds created hereunder as, and to the extent, set forth in Section 4.01.

Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

Section 5.04. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Net Taxes or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement.

Section 5.05. Books and Accounts. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions of the City relating to the Special Taxes. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than 10% of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Special Tax Fund, the Reserve Fund and the Costs of Issuance Fund. Such books of record and accounts shall at all times during business hours and upon reasonable prior notice, be subject to the inspection of the City and the Owners of not less than 10% of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. The Fiscal Agent may establish and maintain for so long as is necessary one or more temporary funds and accounts under this Agreement.

Section 5.06. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City.

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28 Section 5.07. Collection of Special Taxes; Transfer of Net Taxes. The City shall comply with all requirements of the Act so as to assure the timely collection of the Special Taxes, including without limitation, the enforcement of delinquent Special Taxes.

On or within 5 Business Days of each June 1, the Fiscal Agent shall provide the Chief Financial Officer with a notice stating the amount then on deposit in the Special Tax Fund, the Reserve Fund and the Surplus Fund. The receipt of such notice by the Chief Financial Officer shall in no way affect the obligations of the Chief Financial Officer under the following two paragraphs. Upon receipt of such notice, the Chief Financial Officer shall ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year.

The City shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance such that the computation of the levy is complete before the final date on which the County Treasurer-Tax Collector will accept the transmission of the Special Tax amounts for the parcels within Improvement Area 4 for inclusion on the next secured real property tax roll. Upon the completion of the computation of the amounts of the levy, the City shall prepare or cause to be prepared, and shall transmit to the County Treasurer-Tax Collector such data as the County Treasurer-Tax Collector requires to include the levy of the Special Taxes on the next secured real property tax roll.

The City shall fix and levy the amount of Special Taxes within Improvement Area 4 required for the payment of principal of and interest on any outstanding Bonds of Improvement Area 4 becoming due and payable during the ensuing Bond Year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the rate and method of apportionment of the Special Taxes for Improvement Area 4 and the Ordinance.

In any event, the Special Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation.

The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Notwithstanding the foregoing, the Special Taxes may be collected in such other manner as the City shall prescribe if necessary to pay the debt service on the Bonds.

The City covenants that it will receive Net Taxes in trust for the Owners and will instruct the Chief Financial Officer to deposit all Net Taxes with the Fiscal Agent at least three Business Days prior to each Interest Payment Date, and the City shall have no beneficial right or interest in the amounts so deposited, except as provided by this Agreement. All such Net Taxes shall be disbursed, allocated and applied solely to the uses and purposes set forth in this Agreement, and shall be accounted for separately and apart from all other money, funds, accounts or other resources of the City.

Section 5.08. Covenant to Foreclose. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will annually on or before October 1 of each year review the public records of the County of San Joaquin relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if the City determines on the basis of such review that:

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29 (a) the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in such Fiscal Year, it will within 30 days thereafter take appropriate steps to institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the Special Tax against each separate lot or parcel of land in Improvement Area 4 for which such installment of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; or

(b) the amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in Improvement Area 4 in such Fiscal Year, but that property owned by any single property owner in Improvement Area 4 is delinquent by more than $5,000 with respect to the Special Tax due and payable by such property owner in such Fiscal Year and prior Fiscal Year(s), it will within 30 days thereafter take appropriate steps to institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the Special Tax against each such property, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale.

The Chief Financial Officer shall notify legal counsel of any such delinquency of which it is aware, and such legal counsel shall commence, or cause to be commenced, such actions to collect such delinquencies and subsequent foreclosure proceedings in such a manner as such counsel deems appropriate.

Notwithstanding the foregoing, the City's obligation to pursue foreclosure shall be at the option of the City so long as (i) the Teeter Plan is in effect with respect to any delinquent parcel meeting the conditions above, and (ii) there is no then-outstanding draw on any amounts in the Reserve Fund.

Section 5.09. Additional Bonds. I (a) In addition to the 2020 Bonds, the City may, by a Supplemental Agreement, authorize the issuance additional Bonds, payable from Net Taxes and secured, unless otherwise provided in the Supplemental Agreement, by the Net Taxes equally and ratably with Bonds previously issued, and the City may issue, and the Fiscal Agent may authenticate and deliver to the purchaser thereof, Bonds of any series so established, in such principal amount as shall be determined by the City, but only upon compliance by the City with the requirements set forth in the Supplemental Agreement, and subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such additional series of bonds:

(i) No default in the Bonds shall have occurred and then be continuing.

(ii) The Supplemental Agreement providing for the issuance of the Additional Bonds shall specify the purpose for which such Additional Bonds being issued, which shall be one or more of the following:

(A) to provide moneys needed to construct and acquire a portion of the Project, by depositing into the Improvement Fund the proceeds of such Additional Bonds to be so applied, or

(B) to refund all or part of the Bonds or Additional Bonds then Outstanding, by depositing in trust with the Fiscal Agent, moneys or Federal Securities in the amount necessary to discharge all liability of the City with respect to the bonds to be refunded as provided in Section 9.03.

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30 The Supplemental Agreement may, but is not required, provide for the payment of expenses incidental to such purposes, including the costs of issuance of such Additional Bonds, interest on Bonds of such Series for any period authorized under the Act and, in the case of Bonds issued to refund other Bonds, expenses incident to calling, redeeming, paying or otherwise discharging the Bonds to be refunded.

(iii) The Bonds of such Series shall be payable as to principal on September 1 in each year in which principal becomes due, and shall be payable as to interest semiannually on March 1 and September 1, except that the first installment of interest may be payable on either March 1 or September 1 and shall be for a period not longer than six (6) months.

(iv) Fixed serial maturities or Sinking Fund Payments, or any combination thereof, shall be established in amounts sufficient to provide for the retirement of all of the Bonds of such Series on or before their respective maturity dates.

(v) The aggregate principal amount of all additional Series of Bonds plus the Series 2020 Bonds shall not exceed $90,000,000, being the total amount of Bonds for Improvement Area 4 authorized to be issued.

(vi) After giving effect to the issuance of such Series of Bonds:

(A) Projected Maximum Special Taxes plus projected investment earnings on amounts held in the Reserve Fund to be transferred to the Special Tax Fund pursuant to the terms of this Fiscal Agent Agreement for each Bond Year are equal to or greater than one hundred ten percent (110%) of maximum Debt Service for each Bond Year that the Bonds and Additional Bonds will be outstanding; provided that such projection of investment earnings on amounts held in the Reserve Fund may assume an investment rate equal to the City's average portfolio rate available to the City at the time of determination; and

(B) The aggregate value of all parcels in Improvement Area 4 subject to the Special Tax, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the proposed series of Bonds, as determined by an MAI appraisal or, in the alternative, the assessed value of all such parcels and improvements thereon (and improvements to be financed from proceeds of the Bonds proposed to be issued) as shown on the then current County tax roll, or by a combination of both methods, is at least 3.00 times the sum of (i) the aggregate principal amount of all Bonds then outstanding plus (ii) the aggregate principal amount of the series of Bonds proposed to be issued, plus (iii) the aggregate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in Improvement Area 4, plus (iv) a portion of the aggregate principal amount of all Mello-Roos bonds, other than Bonds then outstanding, and payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within Improvement Area 4 (the "Other Mello-Roos Bonds") equal to the aggregate principal amount of the Other Mello-Roos Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other Mello-Roos Bonds on parcels of land within Improvement Area 4 subject to the Special Tax, and the denominator of which is the total amount of special taxes levied for the Other Mello-Roos Bonds on all EXHIBIT 1
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31 parcels of land subject to the Special Tax against which the special taxes are levied to pay the Other Mello-Roos Bonds (such fraction to be determined based upon the special taxes which could be levied the year in which maximum annual debt service on the Other Mello-Roos Bonds occurs), based upon information from the most recent available fiscal year.

Notwithstanding the preceding paragraphs of this subsection (vi), if a developer shall have deposited with the Fiscal Agent cash or a letter of credit from a reputable bank which is acceptable to the City, in an amount (the “Letter of Credit Amount”) equal to the shortfall in the valuation of the property in the District to meet the value-to-lien requirement set forth in the preceding paragraph, the Letter of Credit Amount shall be excluded from the debt computation under this subsection (ii). Any such letter of credit deposited with the Fiscal Agent shall remain in effect, and the Letter of Credit Amount shall not be reduced or the letter of credit thereafter terminated, until satisfaction of the preceding paragraphs of this subsection (B) with respect to the amount by which the letter of credit is proposed to be reduced, or with respect to the Letter of Credit Amount in connection with the proposed termination of the letter of credit.

Additional Bonds may be issued for the purpose of refunding any outstanding Bonds without meeting the foregoing conditions of this subsection (vi) so long as debt service on the refunding Bonds in each Bond Year is less than debt service on the Bonds refunded.

Nothing in this Agreement shall be interpreted to prohibit issuance of bonds or Additional Bonds secured on a subordinate basis to the Bonds.

Nothing in this Section or in this Agreement contained shall prevent or be construed to prevent the Supplemental Agreement providing for the issuance of Additional Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by this Agreement, additional security for the benefit of such Additional Bonds or any portion thereof.

(b) Proceedings for Issuance of Additional Series of Bonds. Whenever the City shall determine to issue an additional Series of Bonds, the City shall authorize the execution of a Supplemental Fiscal Agent Agreement specifying the principal amount and prescribing the forms of Bonds of such additional Series and providing the terms, conditions, distinctive designation, denominations, methods of numbering, date, maturity date or dates, interest rate or rates (or the manner of determining same), interest payment dates, redemption provisions (including the amount and dates of Sinking Fund Payments, if any), place or places of payment of principal or redemption price, if any, application of the proceeds thereof and any other provisions respecting the Bonds of such Series not inconsistent with the terms of this Fiscal Agent Agreement.

Before such additional Series of Bond shall be issued and delivered, the Fiscal Agent shall receive a Certificate of the City stating that, to the best knowledge of the City after reasonable investigation, the requirements of Section 5.09(a) are met, and the City shall file the following documents with the Fiscal Agent:

(i) an executed copy of the Supplemental Fiscal Agent Agreement authorizing such Series.

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32 (ii) a certificate of an independent special tax consultant showing that the requirements of clause (A) of subsection (vii) of Section 5.09(a) are satisfied.

(iii) a valuation of taxable property within Improvement Area 4, showing that the requirements of clause (B) of subsection (vi) of Section 5.09 (a) are satisfied.

(v) an Opinion of Counsel that the execution of the Supplemental Fiscal Agent Agreement has been duly authorized by the City in accordance with this Fiscal Agent Agreement; that all actions required to be taken by the City with respect to the issuance of the additional Series of Bonds have been taken; that such Series, when duly executed by the City and authenticated and delivered by the Fiscal Agent, will be valid and binding limited obligations of the City; that upon the delivery of such Series the aggregate principal amount of Bonds then Outstanding will not exceed the amount permitted by law or by the Fiscal Agent Agreement; and that the issuance of such Series will not cause the interest on any Bonds previously issued to be includable in the gross income of any Bonds for purposes of federal income taxation.

Section 5.10. Compliance with Law; Completion of Project. The City will comply with all applicable provisions of the Act and the law in completing the acquisition and construction of the Project; provided that the City shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the Improvement Fund.

Section 5.11. Continuing Disclosure to Owners. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered a default hereunder; however, any Participating Underwriter or any holder or beneficial owner of the 2025 Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligations thereunder, including seeking mandate or specific performance by court order.

Section 5.12. Private Activity Bond Limitation. The City shall assure that the proceeds of the 2025 Bonds are not so used as to cause the 2025 Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

Section 5.13. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the 2025 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 5.14. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the gross proceeds of the 2025 Bonds which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date for the 2025 Bonds would have caused the 2025 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and Regulations.

Section 5.15. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the 2025 Bonds from the gross income of the Owners of the 2025 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the 2025 Bonds.

Section 5.16. Yield of the 2025 Bonds. In determining the yield of the 2025 Bonds to comply with Section 5.14 and 6.02 hereof, the City will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the City, as of EXHIBIT 1
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33 the closing date of the 2025 Bonds, without regard to whether or not redemption moneys are received or 2025 Bonds are redeemed.

Section 5.17. Annual State Reports. The following requirements shall apply to each Series of the Bonds:

(A) CDIAC Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the City shall prepare and supply the California Debt and Investment Advisory Commission, by mail, postage prepaid, with the information required to be supplied by Government Code Section 53359.5(b). The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.

(B) CDIAC Other Reporting. If within 10 days prior to any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Special Tax Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner or if the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Special Tax Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on the Bonds, then in accordance with Government Code Section 53359.5(c), the Fiscal Agent shall notify the Chief Financial Officer in writing of such fact, and the Chief Financial Officer shall notify CDIAC of such fact within 10 days of such Interest Payment Date.

(C) Governing Body Annual Reporting. Not later than January 1, 2021, and at least once a year thereafter, the Chief Financial Officer shall file a report with the City Council in accordance with the requirements of Government Code Section 53411, which report shall contain: (a) the amount of Special Taxes collected and expended; and (b) the status of the Project financed by the Bonds.

(D) Amendment. The reporting requirements of this Section shall be amended from time to time, without action by the City or the Fiscal Agent, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act or Government Code Section 53411.

(E) No Liability. None of the City and its officers, agents and employees, or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section.

Section 5.18. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement.

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34 ARTICLE VI

INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY

Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent, shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer’s Certificate filed with the Fiscal Agent at least 2 Business Days in advance of the making of such investments. In the absence of any such Officer’s Certificate, the Fiscal Agent shall invest any such moneys in Permitted Investments described in clause (vii) of the definition thereof which by their terms mature prior to the date on which such moneys are required to be paid out hereunder provided, however, that any such investment shall be made by the Fiscal Agent only if, prior to the date on which such investment is to be made, the Fiscal Agent shall have received an Officer’s Certificate specifying a specific money market fund and, if no such Officer’s Certificate is so received, the Fiscal Agent shall hold such moneys uninvested. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Chief Financial Officer shall be invested by the Chief Financial Officer in any lawful investments that the City may make, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts.

The Fiscal Agent or the City may act as principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the City shall incur any liability for losses arising from any investments made pursuant to this Section. Any losses arising from any investments made pursuant to this Section shall be offset against interest earnings and profits retained in the same fund.

Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Code), shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund shall be valued by the City at their present value (within the meaning of Section 148 of the Code). For purposes of any Fair Market Value determination hereunder, the Fiscal Agent shall be entitled to conclusively rely on an Officer’s Certificate of the City and shall be fully protected in relying thereon.

Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Chief Financial Officer hereunder, provided that the Fiscal Agent or the Chief Financial Officer, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.

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35 The Fiscal Agent or the City, as applicable, shall sell or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the City shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.

Section 6.02. Rebate of Excess Investment Earnings to the United States. The City covenants to calculate and rebate to the federal government, in accordance with the Regulations, excess investment earnings to the extent required by Section 148(f) of the Code.

The City shall notify the Fiscal Agent of any amounts determined to be due to the federal government, and the Fiscal Agent shall, upon receipt of an Officer’s Certificate of the City, withdraw such amounts from the Reserve Fund pursuant to Section 4.02(D), and pay such amounts to the federal government as required by the Code and the Regulations. In the event of any shortfall in amounts available to make such payments under Section 4.02(D), the Fiscal Agent shall notify the Chief Financial Officer in writing of the amount of the shortfall and the Chief Financial Officer shall make such payment from any amounts available in the Special Tax Fund.

Any fees or expenses incurred by the Fiscal Agent or the City under or pursuant to this Section 6.02 shall be Administrative Expenses. The Fiscal Agent may rely conclusively upon the City’s determinations, calculations and certifications required by this Section. The Fiscal Agent shall have no responsibility to independently make any calculation or determination or to review the City’s calculations hereunder.

In order to provide for the administration of this Section 6.02, the City may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate.

Section 6.03. Limited Obligation. The City’s obligations hereunder are limited obligations of the City on behalf of Improvement Area 4 and are payable solely from and secured solely by the Net Taxes and the other amounts pledged to the Bonds hereunder.

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36 ARTICLE VII

THE FISCAL AGENT

Section 7.01. Appointment of Fiscal Agent. U.S. Bank Trust Company, National Association, at its Principal Office, is hereby appointed Fiscal Agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.

Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

The City may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank, national banking association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, including, for such purpose, the combined capital and surplus of any parent holding company, and subject to supervision or examination by federal or state authority. If such bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent.

If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within 30 days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.

Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with EXHIBIT 1
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37 respect to the issuance of the Bonds. The Fiscal Agent has no liability regarding the use of the proceeds from the purchase of the Bonds deposited in funds held by the City.

In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement, including all Officer’s Certificates of the City meeting such requirements; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.

No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The Fiscal Agent shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of unavoidable delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Fiscal Agent.

The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.

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38 The Fiscal Agent shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof.

The permissive right of the Fiscal Agent to do things enumerated in this Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct.

Section 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent.

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, facsimile transmission, electronic mail, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties and given in accordance with the requirements hereof. The Fiscal Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Fiscal Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means by an Authorized Officer (or his or her designee) (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Fiscal Agent, or another method or system specified by the Fiscal Agent as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Fiscal Agent an incumbency certificate for each person with the authority to provide such Instructions and containing specimen signatures of such persons, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Fiscal Agent Instructions using Electronic Means and the Fiscal Agent in its discretion elects to act upon such Instructions, the Fiscal Agent’s understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Fiscal Agent cannot determine the identity of the actual sender of such Instructions and that the Fiscal Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer (or designee) listed on the incumbency certificate provided to the Fiscal Agent have been sent by such Authorized Officer (or designee). The City shall be responsible for ensuring that only Authorized Officers (or their designees) transmit such Instructions to the Fiscal Agent and that the City is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the City. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Fiscal Agent, including without limitation the risk of the Fiscal Agent acting on unauthorized Instructions, EXHIBIT 1
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39 and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Fiscal Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Fiscal Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.

Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, claims, damages, expenses or liabilities, including, without limitation, fees and expenses of its attorneys which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement.

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40 ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT

Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Net Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent.

This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:

(A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City;

(B) to make modifications not adversely affecting any outstanding series of Bonds of the City in any material respect, including in connection with the issuance of Additional Bonds in accordance with this Agreement;

(C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable, and which shall not adversely affect the rights of the Owners of the Bonds; and

(D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations.

No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent.

Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.

In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting.

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41 Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time enter into a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, if such consent is required under Section 8.01, shall be mailed by first class mail, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided.

If consent of the Owners is required under Section 8.01, such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed.

After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise herein above specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of 60 days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period.

Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. Upon request, the City shall provide an Officer’s Certificate to the Fiscal Agent listing those Bonds which are disqualified pursuant to this Section 8.04.

Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental EXHIBIT 1
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42 Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.

Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds.

Section 8.08. Opinion of Counsel Regarding Supplemental Agreement. The Fiscal Agent shall be furnished, upon request, an opinion of counsel that any Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Article VIII, is enforceable against the City, does not adversely impact the tax-exempt status of the interest on the Bonds, and the Fiscal Agent may conclusively rely upon such opinion.

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43 ARTICLE IX

MISCELLANEOUS

Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.

Section 9.02. Successor is Deemed Included in All References to Predecessor.

Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.03. Discharge of Agreement. If the City shall pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways:

(A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable;

(B) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with (in the event that all of the Bonds are to be defeased) the amounts then on deposit in the funds and accounts provided for in Sections 3.03 and 4.02, is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or

(C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal Securities in such amount as the City shall determine as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and (in the event that all of the Bonds are to be defeased) moneys then on deposit in the fund and accounts provided for in Sections 3.03 and 4.02, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premium, if any) at or before their respective maturity dates;

and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Net Taxes and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to such Bonds Outstanding shall cease and terminate, except only the obligations of the City (i) under Section 5.15 (Maintenance of Tax-Exemption) and (ii) to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05; and thereafter Special Taxes shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent.

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44 Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses of the Fiscal Agent, which are not required for said purpose, shall be paid over to the City.

Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, consent, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.

Any request, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith.

Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by electronic means (with receipt confirmed by telephone) addressed (until another address is filed by the City with the Fiscal Agent) as follows:

City of Stockton
425 N. El Dorado Street
Stockton, California 95202
Attention: Chief Financial Officer
Tel: (209) 937-8908

Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by electronic means (with receipt confirmed by telephone) addressed (until another address is filed by the Fiscal Agent with the City) as follows:

U.S. Bank Trust Company, National Association
One California Street, Suite 1000
San Francisco, California 94111
Attention: Corporate Trust Department
Tel: (415) 677-3602
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45 Fax: (415) 677-3768

Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for 2 years after the date when the payments of such principal, interest and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds.

Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.

Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.

Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.

Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date.

Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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[Signature page to Fiscal Agent Agreement dated as of _______ 1, 2025]

IN WITNESS WHEREOF, THE CITY OF STOCKTON, for and on behalf of its Community Facilities District No. 2018-2 (Westlake Villages II), has caused this Fiscal Agent Agreement to be signed by its Chief Financial Officer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in token of its acceptance of the duties hereunder, has caused this Fiscal Agent Agreement to be signed in its corporate name by its officers identified below, all as of the day and year first above written.

CITY OF STOCKTON, for and on behalf of
its Community Facilities District No. 2018-2
(Westlake Villages II)

By:

Chief Financial Officer

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent

By:

Authorized Officer

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A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

No. __________ $____________

IMPROVEMENT AREA 4 OF THE CITY OF STOCKTON
COMMUNITY FACILITIES DISTRICT NO. 2018-2 (WESTLAKE VILLAGES II) SPECIAL TAX BONDS SERIES 2025

INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:

September 1, 20__ , 2025

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: DOLLARS

The City of Stockton (the “City”) for and on behalf of Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) (“Improvement Area 4”), for value received, hereby promises to pay solely from the Net Taxes to be collected in Improvement Area 4 or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing March 1, 2026 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of U.S. Bank Trust Company, National Association in San Francisco, California (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.

This Bond is one of a duly authorized issue of bonds approved by resolution of the City Council of the City on March 19, 2025 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of improvements EXHIBIT 1
1285

A-2
for its Community Facilities District No. 2018-2 (Westlake Villages II), and is one of the bonds designated “Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Series 2025” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of _______ 1, 2025, by and between the City and the Fiscal Agent (the “Agreement”) and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California.

Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from Net Taxes (as defined in the Agreement) and the amounts in certain funds held under the Agreement.

Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon.

Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above.

The Bonds are subject to optional redemption from any source of available funds other than Prepayments prior to maturity, in whole, or in part among maturities as specified by the City and by lot within a maturity, on any date on or after September 1, _____, at the following respective redemption prices (expressed as percentages of the principal amount of the 2025 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

EXHIBIT 1
1286

A-3
The Bonds shall be subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as shall be specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

The Bonds maturing September 1, _____, September 1, _____, and September 1, _____ (collectively, the “Term Bonds”) are subject to mandatory sinking payment redemption in part on September 1, _____, September 1, _____, and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Due September 1, ______

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

(Maturity)

Term Bonds Due September 1, ______

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

(Maturity)

Term Bonds Due September 1, ______

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

(Maturity)

The amounts in the foregoing tables shall be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.

EXHIBIT 1
1287

A-4
Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.

This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.

No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document.

This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent.

It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

EXHIBIT 1
1288

A-5

IN WITNESS WHEREOF, the City of Stockton has caused this Bond to be dated April 17, 2025 and to be signed by the Mayor of the City and countersigned by the City Clerk of the City.

Mayor

City Clerk

FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the Bonds described in the Resolution and the Agreement.

Dated: _____________, 2025

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent

By:

Authorized Signatory
EXHIBIT 1
1289

A-6

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto

(Name, address and Tax identification Number of Assignee)

the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) , attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.

Dated: ________________

Signature Guaranteed:

NOTE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or a
commercial bank or trust company.

NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Bond in every particular without alteration or enlargement or any change whatsoever.

EXHIBIT 1
1290

B-1

EXHIBIT B

City of Stockton
Improvement Area 4
Community Facilities District No. 2018-2 (Westlake Villages II) Special Tax Bonds Series 2025

OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT

FROM IMPROVEMENT FUND

REQUISITION NO. _____

The undersigned hereby states and certifies that:

(i) I am an “Authorized Officer,” as such term is defined in that certain Fiscal Agent Agreement, dated as of _______ 1, 2025 (the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”) and as such, am familiar with the facts herein certified and am authorized to certify the same;

(ii) under Section 3.04(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Improvement Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such payee, for payment or reimbursement of previous payment of a cost of the Project (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A;

(iii) no portion of the amount herein requested to be disbursed was set forth in any Officer’s Certificate previously filed requesting disbursement;

(iv) there has not been filed with or served upon the City a stop notice or any other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money payable to the person named in this Officer’s Certificate, which has not been released or will not be released with the payment of such obligation, other than materialmen's or mechanics' liens accruing by mere operation of laws; and

(v) in the case of each payment made under any contract for installation or construction, insofar as such obligation was incurred for work, materials, equipment or supplies, such work was actually performed or such materials, equipment or supplies were actually installed in furtherance of the Project or delivered at the site for that purpose or delivered for storage or fabrication at a place or places approved by the City.

Dated: _______________ CITY OF STOCKTON

______________________________________
By: Authorized Officer

EXHIBIT 1
1291

B-2

SCHEDULE A

Payee Name and Address Purpose of Obligation Amount

EXHIBIT 1
1292
1 $___________
IMPROVEMENT AREA 4 OF THE CITY OF STOCKTON
COMMUNITY FACILITIES DISTRICT NO. 2018-2
(WESTLAKE VILLAGES II)
SPECIAL TAX BONDS, SERIES 2025

BOND PURCHASE AGREEMENT
________, 2025
City of Stockton
425 North El Dorado Street
Stockton, California 95202
Ladies and Gentlemen:

The undersigned, Oppenheimer & Co. Inc., as underwriter (the “ Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this “ Purchase Agreement”) with the City of Stockton (the “ City”) for Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II) (the “Community Facilities District”), which upon acceptance will be binding upon the Underwriter and the City. The agreement of the Underwriter to purchase the Bonds (as hereinafter defined) is contingent upon the City satisfying all of the obligations imposed upon it under this Purchase Agreement. This offer is made subject to the City’s acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or before 11:59 p.m., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for such terms in the Fiscal Agent Agreement, dated as of October 1, 2025 (the “ Fiscal Agent Agreement ”), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “ Fiscal Agent”).

1. Purchase, Sale and Delivery of the Bonds.

A. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: the Underwriter hereby agrees to purchase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the $___________ aggregate principal amount of the Improvement Area 4 of the City of Stockton Community Facilities District No. 2018-2 (Westlake Villages II), Special Tax Bonds, Series 2025 (the “ Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Appendix A hereto. The purchase price for the Bonds shall be $_______ (being 100% of the aggregate principal amount thereof, plus a net original issue premium of $______, less an Underwriter’s discount of $_______).

The Underwriter agrees to make a bona fide initial public offering of all of the Bonds in compliance with federal and state securities laws, at a price not in excess of the initial offering prices (or yields) set forth in Appendix A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the offering of the Bonds, without any EXHIBIT 2
1293
2 requirement of prior notice subject to Section 5 herein, provided that the Underwriter shall not change the interest rates set forth in Appendix A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices.

The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Taxes and certain other amounts as provided in the Fiscal Agent Agreement, the Preliminary Official Statement (as hereinafter defined), and the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Act”). The issuance of the Bonds has been duly authorized by the City pursuant to a resolution (the “ Resolution”), adopted by its City Council (the “City Council”) on behalf of the Community Facilities District, on ______, 2025.

The proceeds of the Bonds shall be used to (i) construct and/or acquire certain public facilities authorized for the Community Facilities District, (ii) pay capitalized interest on a portion of the Bonds through September 1, 2026, (iii) establish a debt service reserve fund for the Bonds, and (iv) pay initial administration costs and the costs of issuing the Bonds.

B. The City hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the City on behalf of itself and on behalf of the Community Facilities District herein, and the City shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the City, on behalf of itself or on behalf of the Community Facilities District, herein is incorrect in any material respect.

C. The City acknowledges and agrees that: (i) the primary role of the Underwriter, as an underwriter, is to purchase securities for resale to investors in an arm’s-length commercial transaction between the City and the Underwriter and that the Underwriter has financial and other interests that differ from those of the City and the Community Facilities District; (ii) the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the City, the Community Facilities District, or any other person or entity and has not assumed any advisory or fiduciary responsibility to the City or the Community Facilities District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City or the Community Facilities District on other matters); (iii) the only obligations the Underwriter has to the City or the Community Facilities District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission or the rules of the Municipal Securities Rulemaking Board (the “ MSRB”); and (iv) the City has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The City acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the MSRB and acknowledges that it has engaged Del Rio Advisors, LLC (the “ Municipal Advisor ”), as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the Municipal Advisor for financial advice with respect to the Bonds.

D. Pursuant to the authorization of the City, the Underwriter has distributed copies of the Preliminary Official Statement dated [POS Date], relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “ Preliminary EXHIBIT 2
1294
3 Official Statement.” By its acceptance of this Purchase Agreement, the City hereby consents to and ratifies the use and distribution by the Underwriter of the Preliminary Official Statement, and the City agrees to execute a final official statement relating to the Bonds (the “ Official Statement ”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Jones Hall LLP, San Mateo, California, Bond Counsel and Disclosure Counsel (herein called “ Bond Counsel ”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 2(S) hereof. The City hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto.

The City further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Fiscal Agent Agreement, this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the City or the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. The Preliminary Official Statement and/or the Official Statement may be delivered and printed in a “designated electronic format” as defined in the MSRB’s Rule G-32 and as may be agreed to by the City and the Underwriter. The City confirms that it does not object to distribution of the Preliminary Official Statement or the Official Statement in electronic form. A copy of the most recent Preliminary Official Statement sent to a potential purchaser shall be sent electronically (or other equally prompt means) by first class mail not later than the first business day following the day upon which each such request is received.

E. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “ Rule”), the City will undertake pursuant to the City Continuing Disclosure Certificate, in the form attached as an appendix to the Official Statement (the “City Continuing Disclosure Certificate ”), to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.

F. Except as the Underwriter and the City may otherwise agree, the City will deliver to the Underwriter, at the offices of Bond Counsel in San Mateo, California, or at such other location as may be mutually agreed upon by the Underwriter and the City, the documents hereinafter mentioned; and the City will deliver to the Underwriter through The Depository Trust Company’s (“DTC”) FAST delivery system, the Bonds, in definitive form (all Bonds bearing CUSIP ® numbers printed thereon), duly executed by the City and authenticated by the Fiscal Agent in the manner provided for in the Fiscal Agent Agreement and the Act at 8:30 a.m. California time, on [Closing Date] (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “ Closing”).

The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC, which will act as securities depository for the Bonds, and the specimen Bonds will be made available for checking by the Underwriter not less than 5 days prior to the Closing.

2. Representations, Warranties and Covenants of the Community Facilities District.

The City represents, warrants and covenants to the Underwriter, on behalf of itself and the Communities Facilities District, as the case may be, that:

A. The City is a municipal corporation and charter city duly organized and validly existing pursuant to the Constitution and laws of the State of California (the “ State”), and has duly authorized the formation of the Community Facilities District pursuant to resolutions duly EXHIBIT 2
1295
4 adopted by the City Council (the “ Community Facilities District Formation Resolution ” and, together with the Resolution, the “ Community Facilities District Resolutions ”) and the Act. The City Council, as the legislative body of the Community Facilities District, has duly adopted the Community Facilities District Formation Resolution, has duly adopted the Ordinance levying the Special Tax (for all purposes herein, as such are defined in the Fiscal Agent Agreement) within Improvement Area 4 of the Community Facilities District (the “ Ordinance”), and has caused to be recorded in the real property records of San Joaquin County, a notice of special tax lien (the “ Notice of Special Tax Lien”). The Community Facilities District Formation Resolution, the Ordinance, and the Notice of Special Tax Lien are collectively referred to herein as the “ Formation Documents.” The City Council has duly adopted the Resolution. Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The Community Facilities District is duly organized and validly existing as a community facilities district under the laws of the State.

The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority: (i) to execute, deliver and perform its obligations under this Purchase Agreement and the Fiscal Agent Agreement and to carry out all transactions contemplated by each of such agreements; (ii) to enter into the City Continuing Disclosure Certificate; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Formation Documents, the Fiscal Agent Agreement, this Purchase Agreement and the Official Statement.

This Purchase Agreement, the Fiscal Agent Agreement, and the City Continuing Disclosure Certificate are collectively referred to herein as the “City Documents.” B. By all necessary official action of the City, the City has duly authorized and approved the execution and delivery by the City of, and the performance by City of, the obligations on its part contained in, the City Documents and has approved the use and distribution by the Underwriter of the Preliminary Official Statement and the execution, use and distribution by the Underwriter of the Official Statement, and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the parties thereto, the City Documents will constitute the legally valid and binding obligations of the City, on its own behalf and on behalf of the Communities Facilities District, enforceable upon the City and the Community Facilities District in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. To the best of the City’s knowledge, the City has complied, and will at the Closing Date be in compliance in all respects, with the terms of the City Documents that are applicable to the City, and the Community Facilities District has complied, and will at the Closing Date be in compliance in all respects, with the terms of the City Documents that are applicable to the Community Facilities District.

C. The information in the Preliminary Official Statement (other than statements pertaining to the book-entry system and under the headings “OWNERSHIP AND DEVELOPMENT OF PROPERTY WITHIN IMPROVEMENT AREA 4,” as to which no view is expressed) as of its date was and as of the date hereof is, and in the Official Statement (other than statements pertaining to the book-entry system and under the headings “OWNERSHIP AND DEVELOPMENT OF PROPERTY WITHIN IMPROVEMENT AREA 4,” as to which no view is expressed) as of its date is, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any EXHIBIT 2
1296
5 material fact or material omission of any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading.

D. Up to and including 25 days after the End of the Underwriting Period (as defined below), the City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. As used herein, the term “End of the Underwriting Period ” means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the City at or prior to the Closing Date and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.” If in the opinion of the Underwriter any such event or proceedings requires the preparation and distribution of a supplement or amendment to the Official Statement, the City shall prepare and furnish to the Underwriter, at the City’s expense, such number of copies of the supplement or amendment to the Official Statement, in (i) a “designated electronic format” consistent with the requirements of the MSRB’s Rule G-32 and (ii) a printed format form in substance mutually agreed upon by the City and the Underwriter as the Underwriter may reasonably request. If such amendment or supplement to the Official Statement shall be made subsequent to the Closing Date, the City also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement.

E. As of the time of acceptance hereof and as of the Closing Date, the City and the Community Facilities District, as applicable, have each complied, and will at the Closing Date be in compliance in all material respects, with the Formation Documents and the City Documents, and any immaterial noncompliance by the City or the Community Facilities District, if any, will not impair the ability of the City or the Community Facilities District, as applicable, to carry out, give effect to or consummate the transactions contemplated by the foregoing. From and after the date of issuance of its Bonds, the City will continue to comply with the covenants of the City contained in the City Documents and it shall cause the Community Facilities District to continue to comply with the covenants of the Community Facilities District contained in the City Documents.

F. Except as described in the Preliminary Official Statement, neither the City nor the Community Facilities District is, and as of the Closing Date, neither will be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District, as the case may be, is a party or is otherwise subject or bound; and, to the City’s knowledge, no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event could have an adverse effect on the City’s ability or the Community Facilities District’s ability to perform their respective obligations under the City Documents; and as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the City Documents EXHIBIT 2
1297
6 and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the City or the Community Facilities District of their respective obligations under the City Documents or the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement. The City has received all licenses, permits or other regulatory approvals required, if any, for the pledge, collection and/or application by the Community Facilities District of the Special Taxes (as defined in the Fiscal Agent Agreement) and other moneys pledged to the payment of the principal of and interest on the Bonds under the Fiscal Agent Agreement.

G. Except as may be required under the “blue sky” or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City or the Community Facilities District of their respective obligations under the City Documents, and the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement, have been or will be obtained at the Closing Date and are or will be in full force and effect at the Closing Date.

H. At the time of acceptance hereof there is and as of the Closing there will be no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “ Action”) pending (notice of which has been served on the City or the Community Facilities District) or to the best knowledge of the City or the Community Facilities District threatened, in which any such Action: (i) in any way questions the powers of the City Council or the existence of the Community Facilities District or the titles of the officers of the City and/or the Community Facilities District to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of the Bonds or the payment or collection of the Special Taxes or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City or the Community Facilities District contemplated thereby; (iii) contests the exclusion of interest on the Bonds from federal or State income taxation or contests the powers of the City or the Community Facilities District which may result in any material adverse change relating to the financial condition of the City or the Community Facilities District; (iv) except as disclosed in the Official Statement, wherein an unfavorable decision, ruling or finding would materially adversely affect the financial position or condition of the City or the Community Facilities District or would result in any material adverse change in the ability of the City to pledge or apply the Special Taxes or to pay debt service on the Bonds; or (v) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof there is and, as of the Closing Date, there will be no known basis for any Action of the nature described in clauses (i) through (v) of this sentence.

EXHIBIT 2
1298
7 I. The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriter may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds, provided; however, that the City will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.

J. The City Documents conform as to form and tenor to the descriptions thereof contained in the Preliminary Official Statement. The City represents that the Bonds, when issued, executed and delivered in accordance with the Fiscal Agent Agreement and sold to the Underwriter as provided herein, will be validly issued and outstanding special tax obligations of the City payable solely from the proceeds of the Net Taxes and amounts in certain funds and accounts established in the Fiscal Agent Agreement, and entitled to the benefits of the Fiscal Agent Agreement. The City will comply with the covenant in the Fiscal Agent Agreement to cause the Special Taxes to be levied and collected at the same time and in the same manner as ordinary ad valorem property taxes. The Fiscal Agent Agreement creates a valid pledge of, first lien upon and security interest in, the Special Taxes, and in the moneys in the Special Tax Fund established pursuant to the Fiscal Agent Agreement, on the terms and conditions set forth in the Fiscal Agent Agreement. The Fiscal Agent Agreement creates a valid pledge of the moneys in certain funds and accounts established pursuant to the Fiscal Agent Agreement, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein.

K. Except as disclosed in the Preliminary Official Statement, there are, to the best of the City’s knowledge, no entities with outstanding assessment liens against any of the properties within Improvement Area 4 of the Community Facilities District which are senior to or on a parity with the Special Taxes.

L. The issuance and sale of the Bonds is not subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof.

M. The City shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from State of California personal income tax, of the interest on the Bonds. The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon.

N. Any certificate signed on behalf of the Community Facilities District by any officer or employee of the City authorized to do so and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the Community Facilities District to the Underwriter as to the statements made therein.

O. The City will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement and as will be described in the Official Statement.

P. At or prior to the Closing, the City will have duly authorized, executed and delivered the City Continuing Disclosure Certificate. Except as otherwise disclosed in the EXHIBIT 2
1299
8 Preliminary Official Statement and based on a review of its previous undertakings, the City has not failed to comply, in any material respects, with any of its continuing disclosure undertakings previously entered into pursuant to the provisions of the Rule within the last five years.

Q. Between the date of this Purchase Agreement and the date of Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter and the City shall not create, assume or guarantee any indebtedness payable from, or pledge or otherwise encumber, the Special Taxes or other assets, properties, funds or interests that will be pledged as security for the Bonds pursuant to the City Documents.

R. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any, to maturity or to the date of redemption if redeemed prior to maturity, the City will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Fiscal Agent Agreement.

S. The Preliminary Official Statement was deemed final by a duly authorized officer of the City prior to its delivery to the Underwriter, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of the Rule. The City hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the City shall cause a final electronic and/or printed form of the Official Statement as set forth in Section 1 above to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of the Rule and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board.

T. The City hereby approves the preparation and distribution of the Official Statement, consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of Bond Counsel and the Underwriter from time to time prior to the Closing Date.

U. The City hereby ratifies any prior use of and authorizes the future use by the Underwriter, in connection with the offering and sale of the Bonds, of the Preliminary Official Statement, the Official Statement, this Purchase Agreement and all information contained herein, and all other documents, certificates and written statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.

V. The execution and delivery of this Purchase Agreement by the City shall constitute a representation by the City to the Underwriter that the representations and warranties contained in this Section 2 with respect to the City and the Community Facilities District are true as of the date hereof.

3. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City, on its own behalf and on behalf of the Community Facilities District, contained herein, to the accuracy in all material respects of the statements of the officers and other officials of the City and the Community Facilities District made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City and the Community Facilities District of EXHIBIT 2
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9 their obligations to be performed hereunder at or prior to the Closing Date and, to the following additional conditions:

A. At the Closing Date, the Community Facilities District Resolutions, the Formation Documents, and the City Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds, and with the transactions contemplated thereby, and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate.

B. At the Closing Date, except as was described in the Preliminary Official Statement, neither the City nor the Community Facilities District shall be, in any respect material to the Bonds, the City Documents or the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District, respectively, is a party or is otherwise subject or bound, and the performance by the City or the Community Facilities District, respectively, of its obligations under the Bonds, the City Documents, the Community Facilities District Resolutions, this Purchase Agreement and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America or of any department, division, agency or instrumentality of either thereof or under any applicable court or administrative decree or order or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District, respectively, is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the City or the Community Facilities District, respectively, of its obligations under the City Documents, the Bonds or the Community Facilities District Resolutions.

C. The information contained in the Official Statement is, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant hereto, true and correct in all material respects and does not, as of the Closing Date or as of the date of any supplement or amendment thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

D. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Purchase Agreement by written notice to the City if, between the date of this Purchase Agreement and the Closing Date, in the Underwriter’s sole and reasonable judgment any of the following events shall occur (each a “Termination Event”):

1. Between the date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth on the cover page of the Official Statement, of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:

EXHIBIT 2
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10 a. Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or the legislature of the State or recommended to the Congress by the President of the United States of America or a member of the President’s Cabinet, the Department of the Treasury, the Internal Revenue Service or any member of Congress or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department of the United States of America, the Internal Revenue Service or other federal or State authority with appropriate jurisdiction, with the purpose or effect, directly or indirectly, of imposing federal or State income taxation upon such interest as would be received by any owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; b. Legislation introduced in or enacted (or resolution passed) by the Congress, or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States of America or a member of the President’s Cabinet, or an order, decree, injunction or decision issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, the Resolution or the City Documents, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities laws as amended and then in effect;
c. A general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; d. There shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis;
e. Except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City or the Community Facilities District shall have occurred;

2. The introduction, proposal or enactment of any amendment to the federal or California Constitution or any action by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the Community Facilities District, their property, income, securities (or interest thereon), the validity or enforceability of the Special Tax;
EXHIBIT 2
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11 3. Any event occurring or information becoming known which, in the judgment of the Underwriter, makes untrue or incorrect in any material respect any statement or information contained in the Preliminary Official Statement or in the Official Statement or has the effect that the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

4. A general banking moratorium shall have been declared by federal, State of New York or State of California officials authorized to do so or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;

5. The imposition by the New York Stock Exchange or other national Securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or Securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;

6. A decision by a court of the United States of America shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, the Securities Exchange Act of 1934 and the Trust Indenture Act of 1939;

7. Any amendment is made to the Official Statement that in the Underwriter’s reasonable judgment will materially adversely affect the marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;

8. Any proceeding shall have been commenced or be threatened in writing by the Securities and Exchange Commission against the City or the Community Facilities District.

9. The commencement of an Action described in Section 2(H).

Upon the occurrence of a Termination Event and the termination of this Purchase Agreement by the Underwriter, all obligations of the City, the Community Facilities District, and the Underwriter under this Agreement shall terminate, without further liability, except that the City and the Underwriter shall pay their respective expenses as set forth in Section 6 below.

E. At or prior to the Closing Date, the Underwriter shall have received a counterpart original or certified copy of the following documents, in each case satisfactory in form and substance to the Underwriter:

1. Official Statement. The Official Statement and each supplement or amendment, if any thereto, executed by an authorized officer of the City;

2. Fiscal Agent Agreement. The Fiscal Agent Agreement, duly executed and delivered by the City and the Fiscal Agent; EXHIBIT 2
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12 3. Resolutions. Certifications by the City Clerk with respect to each resolution and ordinance of the City Council, for the City or as the legislative body of the Community Facilities District, relating to the City Documents, the transactions contemplated thereby, formation of the Community Facilities District and issuance of the Bonds;

4. City Continuing Disclosure Certificate. The City Continuing Disclosure Certificate executed and delivered by the City;

5. Bond Counsel Opinion. An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the City, of Bond Counsel, to the effect that the Bonds are the valid, legal and binding obligations of the City and that the interest thereon is excluded from gross income for federal income tax purposes and exempt from personal income taxes of the State, in substantially the form included as Appendix E to the Official Statement, together with a letter of Bond Counsel, dated the Closing Date and addressed to the Underwriter and Trustee, to the effect that such opinion addressed to the City may be relied upon by the Underwriter and Trustee to the same extent as if such opinion was addressed to them;

6. Supplemental Opinion. A supplemental opinion or opinions, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that:
(i) this Purchase Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding agreement of the City and is enforceable in accordance with its terms, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on legal remedies against public agencies in the State; (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and
(iii) the information contained in the Official Statement on the cover and under the captions “THE BONDS,” “SECURITY FOR THE BONDS,” “TAX MATTERS” and in Appendices C and E to the Official Statement (excluding any financial, statistical and economic data, forecasts, numbers, charts, graphs, estimates, projections, and assumptions and any information regarding The Depository Trust Company and the book-entry system as to which Bond Counsel need express no opinion or view, and further, excluding any material that may be treated as included under such captions by cross-reference), are accurate insofar as such statements purport to summarize certain provisions of the Bonds, the Fiscal Agent Agreement, Bond Counsel’s final approving opinion and the Act; and

7. City Attorney Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney to the City and counsel to the Community Facilities District, substantially in the form of Appendix B hereto;

8. Closing Certificate of the City. A certificate, dated the Closing Date, and signed by an authorized officer of the City substantially in the form of Appendix C hereto, together with such additional certifications as Bond Counsel may require; EXHIBIT 2
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13 9. Bank Incumbency Certificate. Certified copies of the general resolution of the Fiscal Agent authorizing the execution and delivery of certain documents by certain officers of the Fiscal Agent, which resolution authorizes the execution of the Fiscal Agent Agreement and the authentication of the Bonds;

10. Fiscal Agent’s Certificate. A certificate of the Fiscal Agent, dated the Closing Date, in form and substance acceptable to the Underwriter and its counsel, substantially in the form of Appendix D hereto;

11. Fiscal Agent’s Counsel Opinion. An opinion of counsel to the Fiscal Agent, dated the Closing Date, addressed to the Underwriter and the City, substantially in the form of Appendix E hereto;

12. Disclosure Counsel Opinion. A letter of Jones Hall LLP, as disclosure counsel to the City (“ Disclosure Counsel”), dated the Closing Date and addressed to the Underwriter and the City, to the effect that without passing upon or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Final Official Statement and making no representation that they have independently verified the accuracy, completeness or fairness of any such statements, based upon the information made available to them in the course of their participation in the preparation of the Final Official Statement, nothing has come to such counsel's attention which would lead them to believe that the Preliminary Official Statement, as of its date and the date of the Purchase Agreement, and the Final Official Statement, as of its date and as of the Closing Date (but excluding therefrom the appendices thereto, financial statements and statistical data, and information regarding The Depository Trust Company and its book entry system, as to which no opinion need be expressed), contained an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

13. Opinion of Underwriter’s Counsel. An opinion of Kutak Rock LLP, counsel to the Underwriter (“ Underwriter’s Counsel”), dated the date of the Closing, addressed to the Underwriter, in form and substance acceptable to the Underwriter;

14. Special Tax Consultant Certificate. A certificate, dated the Closing Date from DTA substantially in the form attached as Appendix F hereto;

15. Nonarbitrage Certificate. A certificate of the City, dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;

16. Specimen Bonds. Copies of the Specimen Bonds;

17. Form 8038-G. An Information Return for Tax-Exempt Bond Issues (Internal Revenue Service Form 8038-G), in a form satisfactory to Bond Counsel for filing, executed by a duly authorized officer of the City, together with evidence that such Form 8038-G has been mailed;

18. CDIAC Statements. Copies of filings with the California Debt and Investment Advisory Commission (“CDIAC”) relating to the issuance of the Bonds; EXHIBIT 2
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14 19. Letter of Representations. A copy of the Blanket Letter of Representations to DTC relating to the Bonds signed by the City;

20. Certificates Regarding Preliminary Official Statement. Prior to and in connection with printing and distribution of the Preliminary Official Statement, (i) an executed certificate of the City deeming the Preliminary Official Statement final within the meaning of the Rule, (ii) an executed certificate of Eight Mile Development, Inc. (the “ Master Developer ”), substantially in the form under Appendix G hereto and (iii) an executed certificate of Lennar Homes of California, LLC (“Lennar Homes”), substantially in the form under Appendix G hereto.

21. Lennar Homes Continuing Disclosure Certificate. An executed copy of the Lennar Homes Continuing Disclosure Certificate in substantially the form included as an appendix to the Official Statement.

22. Master Developer and Lennar Homes Bring-Down Certificates . An executed bring-down certificate from each of the Master Developer and Lennar Homes, each dated as of the Closing Date, in the form set forth in Appendix H hereto.

23. Master Developer Opinion. The opinions of counsel to the Master Developer substantially in the form set forth in Appendix I hereto, addressed to the City and the Underwriter.

24. Lennar Homes’ Counsel Opinion. The opinion of counsel to Lennar Homes, dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to the City and Underwriter.

25. Appraiser Closing Certificate. A certificate in form and substance as set forth in Appendix J hereto of Integra Realty Resources - Sacramento, the appraiser of the property within Improvement Area 4 of the Community Facilities District, dated as of the Closing Date.

26. Additional Documents. Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and warranties of the City, on its own behalf and on behalf of the Community Facilities District, contained herein, and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City and the Community Facilities District in connection with the transactions contemplated hereby and by the Fiscal Agent Agreement and the Official Statement.

If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the City nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and the City set forth in Section 6 hereof shall continue in full force and effect.

4. Representations and Agreements of the Underwriter. The Underwriter represents to and agrees with the City that, as of the date hereof and as of the date of the Closing:

EXHIBIT 2
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15 A. The Underwriter is duly authorized to execute and deliver this Purchase Agreement and to take any action under the Purchase Agreement required to be taken by it.

B. The Underwriter is in compliance with MSRB Rule G-37 with respect to the City and the Community Facilities District, and is not prohibited thereby from acting as underwriter with respect to securities of the City and the Community Facilities District. The Underwriter is in compliance with MSRB Rule G-17 with respect to the City and the Community Facilities District.

C. The Underwriter has, and has had, no financial advisory relationship with the City or the Community Facilities District with respect to the Bonds, and no investment firm controlling, controlled by or under common control with the Underwriter has or has had any such financial advisory relationship, within the meaning of California Government Code Section 53590, or otherwise.

D. The Underwriter has not paid or agreed to pay, nor will it pay or agree to pay, any entity, company, firm or person (including, but not limited to, the City’s financial consultants, or any officer, agent or employee thereof), other than a bona fide officer, agent or employee working for the Underwriter, any compensation, fee, gift or other consideration contingent upon or resulting from the award of or entering into this Purchase Agreement.

E. The Underwriter has reasonably determined that the City’s undertaking in the City Continuing Disclosure Certificate to provide continuing disclosure with respect to the Bonds is sufficient to effect compliance with the Rule.

5. Establishment of Issue Price.

A. The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix K, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.

B. Except as otherwise set forth in Appendix A attached hereto, the City will treat the first price at which 10% of each maturity of the Bonds (the “ 10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.

C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “ initial offering EXHIBIT 2
1307
16 price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. Appendix A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “ hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
a. the close of the fifth (5th) business day after the sale date; or b. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

D. The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution EXHIBIT 2
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17 agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.

E. The City acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.

F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
a. “public” means any person other than an underwriter or a related party;
b. “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public);
c. a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a EXHIBIT 2
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18 corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
d. “sale date” means the date of execution of this Purchase Agreement by all parties.

6. Expenses.

A. Whether or not the Underwriter accepts delivery of and pays for the Bonds as set forth herein, it shall be under no obligation to pay, and the City shall pay out of the proceeds of the Bonds or any other legally available funds of the City, all expenses incidental to the performance of the City’s obligations hereunder, including but not limited to the cost of printing and delivering the Bonds to the Underwriter; the costs of printing and shipping the Preliminary Official Statement and the Official Statement; the fees and disbursements of the City, the Community Facilities District, the Fiscal Agent, Bond Counsel, Disclosure Counsel, accountants and any other experts or consultants retained by the City or the Community Facilities District in connection with the issuance and sale of the Bonds; and any other expenses not specifically enumerated in paragraph (B) of this Section incurred in connection with the issuance and sale of the Bonds.

City Council and Concurrent AuthoritiesAugust 12, 2025

City Council and Concurrent Authorities
August 12, 2025