View - City of Lathrop

April 2 2012 City Council Regular Meeting 700pm 

City Council Chambers 

390 Towne Centre Drive 

Lathrop CaliFornia 

209 7200 941 

www ci lathrop ca us 

CitY 

COUnCiI 

CHAKA Santos Mayor 

Christopher Mateo Vice Mayor 

Sonny Dhaliwal 

Omar Ornelas 

Martha Salcedo 

City Staff 

Cary Keaten City Manager 

Salvador Navarrete City Attorney 

Steve Salvatore Deputy City Manager 

Public Works Director 

Mitzi Ortiz City Clerk 

Chris Pehl Acting Police Chief 

Becky Enneking 

Interim HR Director 

Consent 

Becky Enneking Interim Director of 

Parks Recreation 

Cari James Acting 

Finance Director 

Councilmember 

Becky Enneking Neighborhood 

Community Services Director 

General Order of Business 

1 Preliminary 

Call to Order 

Closed Session 

Roll Call 

Invocation 

Pledge of Allegiance 

Announcements by Mayor City Mgr 

Informational Items 

Declaration of Conflict of Interest 

2 presentations 

3 Citizen s Forum 

4 Consent Calendar 

5 Scheduled Items 

Public Hearings 

Appeals 

Referrals and Reports from 

Commissions and Committees 

All Other Staff Reports and or Action 

Items 

Study Sessions 

6 Council Communications 

Adjournment 

Order of Discussion 

Genere y the order of discussion after 

introduction of an item by the Mayor will include 

comments and information by staff followed by 

City Council questions and inquiries The 

applicant or their authorized representative or 

interested residents may then speak on the item 

each speaker may only speak once to each item 

At the close of public discussion the item will be 

considered by the City Council and action taken 

Calendar 

Items on the Consent Calendar are considered to 

be routine by the City Council and will be enacted 

by one motion and one vote There will be no 

separete discussion of these items unless a 

or interested resident so requests 

in which case the item will be removed from the 

Consent Calendar and considered separately 

Glenn Gebhardt Community 

Development Director City Engineer 

April 2 2012 City Council Regular Meeting Agenda 700pm 

Printed on Recycled Paper 

See Reverse 

1

Addressing the Council 

Any person may speak once on any item under discussion by the City Council after receiving 

recognition by the Mayor Purple speaker cards will be available prior to and during the 

meeting To address City Council a card must be submitted to the City Clerk indicating name 

address and number of the item upon which a person wishes to speak When addressing the 

City Council please walk to the lectern located in front of the City Council State your name and 

address In order to ensure all persons have the opportunity to speak a time limit will be set by 

the Mayor for each speaker see instructions on speaker form In the interest of time each 

speaker may only speak once on each individual agenda item please limit your comments to 

new material do not repeat what a prior speaker has said 

Citizen s Forum 

Any person desiring to speak on a matter which is not scheduled on this agenda may do so 

under the Citizen s Forum section Please submit your purple speaker card to the City Clerk 

prior to the commencement of Citizen s Forum Only those who have submitted speaker 

cards or have expressed an interest to speak prior to the conclusion of Citizen s 

Forum will be called upon to speak Please be aware the California Government Code 

prohibits the City Council from taking any immediate action on an item which does not appear 

on the agenda unless the item meets stringent statutory requirements The Mayor will limit the 

length of your presentation see instructions on speaker form and each speaker may only 

speak once on this agenda item 

To leave a voice message for the Mayor and all Councilmembers simultaneously dial 

941 209 7220 

To send anemail for the Mayor and all Councilmembers simultaneously 

citvcouncilClaci lathroo ca us 

This City Council Agenda may be accessed by computer at the following Worldwide 

Web Addresswww ci lathroo ca us 

Information 

Copies of the Agenda are available in the lobby at the Lathrop City Hall 390 Towne Centre 

Drive Lathrop on Thursday preceding a regularly scheduled City Council meeting 

Supplemental documents relating to specific agenda items are available for review in the City 

Clerk s Office This agenda was posted at the following locations City Hall Community Center 

and J Street Fire Department 

The meetings of the Lathrop City Council are broadcast on Lathrop Comcast Cable Television 

Channel 97 

Assistance will be provided to those requiring accommodations for disabilities in compliance 

with the Americans with Disabilities Act of 1990 Notification 48 hours prior to the meeting will 

enable the City to make reasonable arrangements to ensure accessibility and or 

accommodations to this meeting 28 CFR35 102 

104 ADA Title II Interested persons must 

request the accommodation at least 2 working days in advance of the meeting by contacting 

the City Clerk at 209 941 7230 

Information about the City or items scheduled on the Agenda may be referred to 

Address 

City Clerk 

City of Lathrop 

390 Towne Centre Dr 

Lathrop CA 95330 

Telephone 209 941 7230 

You interest in the conduct of your City s business is appreciated 

2

CITY OF LATHROP 

CITY COUNCIL REGULAR MEETING 

MONDAY APRIL 2 2012 

700 PM 

COUNCIL CHAMBERS CITY HALL 



AGENDA 

PLEASE NOTE There will be a Closed Session commencina at600 n m The Reau ar Meetina 

will reconvene at700nm or immediatelv followina the Closed Session whichever is later 

1 PRELIMINARY 

1 CALL TO ORDER 

12 CLOSED SESSION 

121 CONFERENCE WITH LEGAL COUNSEL Anticipated Litigation 

Significant Exposure to Litigation Pursuant to Government Code 

Section 54956 9b 

2 Potential Cases 

12 CONFERENCE WITH LEGAL COUNSEL Existing Litigation Pursuant 

to Government Code Section 54956 9a 

Valley Landscaping vs City of Lathrop 

San Joaquin County Superior Court Case No39 2010 00252352 

123 PUBLIC EMPLOYEE APPOINTMENT AND OR EMPLOYMENT Pursuant 

to Government Code Section 54957 

Acting City Manager 

Interim City Manager 

City Manager 

RECONVENE 

124 REPORT FROM CLOSED SESSION 

13 ROLL CALL 

14 INVOCATION 

15 PLEDGE OF ALLEGIANCE 

16 ANNOUNCEMENT S BY MAYOR 

CITY MANAGER 

17 INFORMATIONAL ITEM S None 

18 DECLARATION OF CONFLICT S OF INTEREST 

April 2 2012 Wthrop City Council Regular Meeting Agenda Page 1 

3

2 PRESENTATIONS 

21 PROCLAMATION SEXUAL ASSAULT AWARENESS MONTH 

3 CITIZEN S FORUM 

Any person desiring to speak on a matter which is not scheduled on this agenda may do 

so under Citizen s Forum Please submit a purple speaker card to the City Clerk prior to 

the commencement of Citizen s Forum Only those who have submitted speaker 

cards or have expressed an interest to speak prior to the conclusion of Citizen s 

Forum will be called upon to speak Please be aware the California Government Code 

prohibits the City Council from taking any immediate action on an item which does not 

appear on the agenda unless the item meets stringent statutory requirements The City 

Council can however allow its members or staff to briefly no more than five 5 minutes 

respond to statements made to ask questions for clarification make a brief 

announcement or report on his or her own activities See California Government Code 

Section 54954 2a 

Unless directed othenvise by a majority of the City Council all questions asked and not 

answered at the meeting will be responded to in writing within 10 business days 

ALL PUBLIC COMMENTS MUST BE MADE IN COMPLIANCE WITH THE LATHROP CITY COUNCIL 

HANDBOOK OF RULES AND PROCEDURES 

4 CONSENT CALENDAR 

Items on the Consent Calendar are considered to be routine by the City Council and will be 

enacted by one motion and one vote There will be no separete discussion of these items unless 

the Mayor Councilmember or citizen so requests in which event the item will be removed from 

the Consent Calendar and considered separately 

41 WAIVING OF READING OF ORDINANCES AND RESOLUTIONS 

Waive the Reading of Ordinances and Resolutions on Agenda Unless 

Otherwise Requested by the Mayor or a Councilmember 

42 APPROVAL OF MINUTES 

Approve Minutes for the Regular Meeting of March 5 2012 the Special 

Meeting of March 12 2012 and the Regular Meeting of March 19 2012 

43 SETTLEMENT AND RELEASE AGREEMENT WITH TCN PROPERTIES LP 

VALLEY LANDSCAPING AND MAINTENANCE INC AND DEVELOPERS 

SURETY AND INDEMNITY COMPANY FOR SURETY BOND 55691375 

5691355 AND 5691345 

Adopt Resolution Authorizing the Mayor to Execute a Settlement and 

Release Agreement with TCN Properties LP Valley Landscaping and 

Maintenance Inc and Developers Surety and Indemnity Company for 

the Mossdale Linear Park Bonds for Tracts 3073 and 3438 Bond No s 

569134S 5691355 and Surety Bond for Mossdale Landing Business 

Park Public Improvements Bond No 5691375 

4 CONTRACT PROFESSIONAL OM SERVICES WITH THE H20 GROUP FOR 

THE LAWTF PW 05 07 

Adopt Resolution Awarding a Professional Services Contract with the H20 

Group for Contract Water Treatment Plant Operation and Maintenance 

Services for the Louise Avenue Water Treatment Facility PW 05 07 

April 2 2012 Lathrop City Council Regular Meeting Agenda Page 2 

4

45 CREATION OF CIP GG 12 16 FOR ADA TRANSITION PLAN 

Adopt a Resolution Approving the Creation of CIP GG 12 16 to Prepare an 

ADA Transition Plan 

46 CREATION OF CIP GG 17 12 FOR SCADA SYSTEM MODIFICATIONS AND 

APPROVAL OF TASK ORDER NO 12 WITH MCC CONTROL SYSTEMS 

Adopt a Resolution Approving Creation of CIP GG 12 17and Approving 

Task Order No 12 with MCC Control Systems for SCADA System 

Modifications 

47 ACCEPTANCE OF IMPROVEMENTS COMPLETED PURSUANT TO WW 04 12 

MCKINLEY AVENUE SANITARY SEWER MAIN AND PUMP STATION 

Adopt a Resolution Accepting Improvements Completed Pursuant to WW 

12 04 McKinley Avenue Sanitary Sewer Main and Pump Station from Knife 

River Construction and Authorizing Filing of a Notice of Completion and 

Release of Contract Retention 

5 SCHEDULED ITEMS 

51 REFUNDING OF INSTALLMENT PURCHASE CERTIFICATES OF 

PARTICIPATION 2000 SERIESA2000 COPS 

1 Adopt a Resolution Refinancing the Certificates of Participation Series 

2000A2000 COPs Using aTax Exempt Bank Qualified Private 

Placement Loan Provided by BBVA Compass Authorizing the 

Borrowing of Funds to Refinance the Outstanding 2000 COPs and 

Approving Related Documents and Actions and 

2 Adopt a Resolution Approving a Budget Amendment from the Water 

System Rate Stabilization Fund in an Amount Not to Exceed 120 000 

and 

3 Approve Commitment Letter Dated326 2012 from BBVA Compass 

Bank for Refinancing the 2000 COPs and Authorize the City Manager to 

Execute on Behalf of the City 

52 CAPITAL IMPROVEMENT PROJECT LIST FOR FISCAL YEARS Z012 13 

THROUGH 2O16 17 

Review Capital Improvement Project List for FY 2012 13 through FY 

2016 17 

53 REVIEW OF RECREATION VEHICLE AND BOAT PARKING REGULATIONS 

Consider Whether to Provide Staff Direction to Draft an Ordinance 

Modifying Existing Regulations Regarding Off street Parking of 

Recreational Vehicles 

6 COUNCIL COMMUNICATIONS 

61 COUNCIL REFERRALS None 

April 2 2012 Lathrop City Council Regular Meeting Agenda Page 3 

5

62 MAYOR COUNCILMEMBER COMMITTEE REPORT 5 

Central Valley Executive Committee LOCC Mateo Salcedo 

Council Governments Mateo Salcedo 

Integ ated Waste Management Solid Waste Division Mateo Salcedo 

LAFCo Dhaliwal 

San Joaquin County Commission on Aging Tosh IshihaSantos 

San Joaquin Partne ship Board of Directo s Santos Dhaliwal 

San Joaquin Regional Rail Commission Dhaliwal 

San Joaquin Valley Air Pollution Control District Ornelas Dhaliwal 

WaterAdvisory Boa d Salvato eDhaliwal 

63 MAYOR S COMMITTEE REPORT S 

Beautification Day Committee 

Mayor s Art Show Committee 

Memorial Day Veterans Day Celebration Committee 

Lathrop Celebration Event Committee 

Lathrop Holiday Parade Committee 

64 MAYOR COUNCILMEMBER COMMENT S 

7 ADJOURNMENT 

Mitzi rtiz 1 


April 2 2012 Wthrop City Council Regular Meeting Agenda Page 4 

6

ITEM 21 

PROCLAMATION 

SEXUAL ASSAULT AWARENESS MONTH 

APRIL 2012 

WHEREAS sexual assawk iS an intolera6le violent crime with public heaith implications 

for every person in the City of LaU rop as avic im survivor or as a family member sign cant 

other neighbor orco worker of avictim survivor and 

WHERfAS no one person organization agency or community can eliminate sexual 

assault on its own but must work together to educate our entire population about the issue and 

WNEREAS the Wcmen s Center of San Joaquin County has led the way in addressing 

sexual assault by providing 24hour hotlin services responding to emergency calis offering 

support and comfort fo those impacted by sexual assault and empowering them ta chart their 

course for healing and 

WHEREAS ending sexual assault must include active public and private efforts to End 

Sexual olence in collaboration with the Women s Center of San Joaquin County including 

conversation about what sexual violence is how to prevent it how to help survivors connect 

with support services and how our society can wark together to address sexual violence and 

WHEREAS stafl and volunteers of sexual assauk programs workyear round to 

encaurage everyone to End Sexual Violence and ta support survivors by providing prevention 

education and survivor empowertnent infortnation to schools churches civic organizations as 

well as medical mental heaRh law enforcement education and criminal justice persannel 

regarding sexual assault issues and 

WHEREAS the Women s Center of San Joaquin County has set an impoRant example 

for the communiky by forging coilaborative relationships between senrice agencies and 

organizations to improve the quality of service for those most profoundly and directly impacted 

by sexual violence thus working together to speak out and find solutions to sexual violence and 

WHEREAS tMe Women s Center of San Joaquin County requests public support and 

assistance as it continues its effort to bring real hope for freeing the Gity of Lathrop from the 

tragedy of sexual violence and to create a future where all women men and children can live 

free from violence and exploitation 

NOW THEREFORE I J CHAKA Santos Mayor of the City of Lathrop on behalf of 

the Lathrop City Councit do hereby proclaim the month of April 2012 as Sexual Aasault 

Awareness Month in Lathrop and further commend this observance to all residents 

DATE 

MAYOR 

I T Y O F L A T H R O P 

7

ITEM 42 



MONDAY MARCH 5 2012 

700 PM 




MINUTES 

PLEASE NOTE There was a Closed Session which commenced at6Oinm The Reau 

Meetina reconvened at701nm 

1 PRELIMINARY 

1 CALL TO ORDER Mayor Santos called the meeting to order at601 pm 








Dhoot vs City of Lathrop 




Dhoot vs City of Lathrop 




Dhoot vs County of San Joaquin Gurdip Kelley Kanwar Kelley 

City of Lathrop et al 


RECONVENE 

Mayor Santos reconvened the meeting at701 pm 


City Attorney Salvador Navarrete reported approval of settlement 

agreement with claimant George S Louie 

13 ROLL CALL Present Mayor Santos Vice Mayor Mateo 

Councilmembers Dhaliwal Ornefas and 

Salcedo 

Absent 

None 

March 5 2012 Lathrop City Council Regular Meeting Minutes Page 1 

9

14 INVOCATION Mayor Santo led the observance of a moment of silence in 

honor and memory of Angela acquez 

15 PLEDGE OF ALLEGIANCE Shane Rawlings led the pledge of allegiance 

16 ANNOUNCEMENT 5 BY MAYOR CITY MANAGER 

Mayor Santos announced the receipt ofa2000 donation for the Lathrop 

Celebration event 


18 DECLARATION OF CONFLICT S OF INTEREST 

Mayor Santos and Councilmember Dhaliwal declared a conflict of interest 

on Items 48 relating to Landscape and Lighting District Maintenance 

District No 931 Woodfield Park and 49 relating to landscaping on Long 

Barn Drive due to their residences within the area There were no further 

declarations 

2 PRESENTATIONS None 

3 CITI2EN S FORUM 

Dan Doyle Lathrop CA thanked staff regarding their prompt response to his 

inquiry requested information related to property negotiations discussed in 

Closed Session and expressed concern with City issued cellular phones for City 

Councilmembers Yvette Sharifnejad Lathrop CA expressed concern with 

shooting that occurred near her home and suggested an additional police 

presence during certain events Ravinderjeet Singh Lathrop CA expressed 

concern with recent incidents of missing persons 


On a motion by Councilmember Dhaliwal seconded by Councilmember Salcedo 

the City Council approved the Consent Calendar by the following roll call vote 

unless otherwise indicated 

Ayes 

Noes 

Absent 

Abstain 

Dhaliwal Mateo Ornelas Salcedo and Santos 

None 

None 

None 


Waived the Reading of Ordinances and Resolutions on agenda unless 

otherwise requested by the Mayor or a Councilmember 

42 SECOND READING OF AN ORDINANCE AMENDING SECTION813 090 OF 

THE LATHROP MUNICIPAL CODE TO REDUCE THE NUMBER OF PERMITS 

ISSUED FOR SELLING FIREWORKS 


10

Adopted Ordinance No 12 311 amending Section813 090 of the Lathrop 

Municipal Code to reduce the number of permits issued for selling 

fireworks 

43 CODE COMPLIANCE PRACTICES AND PRIORITIES 

Accepted report on update to Code Compliance practices and priorities 

4 MUNICIPAL RESOURCE GROUP PHASE II SERVICES 

Adopted Resolution No 12 3340 approving an agreement with the 

Municipal Resource Group for Phase II Services to resolve issues 

associated with the Water Coalition Agreement Well 21 and CFD 

Financing 

45 CROSSROADS WWTP EXPANSION WW 06 11 

Adopted Resolution No 12 3341 approving agreements for preparation of 

the Crossroads WWTP Report of Waste Discharge WW 11 06 

1 Professional Services Agreement with Stantec Consulting Services 

Inc and 

2 Funding Agreement with Richland Crossroads LP 

46 GIS AND ASSET MANAGEMENT PROFESSIONAL SERVICES 

Adopted Resolution No 12 3342 approving contract amendments with 

Stantec for additional geographic information system GIS and asset 

management support Services for the water wastewater recycled water 

and storm drainage utilities 

47 CRICKET PITCH PK 12 

Adopted Resolution No 12 3343 authorizing a budget amendment and 

approving contract with Odyssey for cricket pitch construction CIP PK 12 

12 

Mayor Santos and Councilmember Dhaliwal recused themselves and left the chambers 

at715 pm 

48 LONG BARN DRIVE LANDSCAPING 

On a motion by Councilmember Ornelas seconded by Councilmember 

Salcedo the City Council adopted Resolution No 12 3344 approving a 

budget amendment for the Woodfield LLMD 931 and approving a contract 

with Odyssey for landscaping improvements along East Long Bard Drive 

Ayes 

Noes 

Absent 

Abstain 

Ornelas Salcedo and Mateo 

None 

None 

Dhaliwal and Santos 

This item was pulled from the Consent Calendar 


11

49 PRELIMINARY ENGINEER S REPORT AND DECLARATION OF INTENT TO 

LEVY ANNUAL ASSESSMENTS FOR FY 2012 13 FOR LANDSCAPE AND 

LIGHTING MAINTENANCE DISTRICT NO 931 WOODFIELD PARK 

On a motion by Councilmember Ornelas seconded by Councilmember 

Salcedo the City Council adopted Resolution No 12 3345 approving the 

Preliminary Engineer s Report for Landscape and Lighting Maintenance 

District No 931 Woodfield Park and declaring its intention to levy 

annual assessments for FY 2012 13 

Ayes 

Noes 

Absent 

Abstain 

Ornelas Salcedo and Mateo 

None 

None 

Dhaliwal and Santos 


Mayor Santos and Councilmember Dhaliwal returned to the dais at716pm for the 

remainder of the meeting 

5 SCHEDULED ITEM 

51 SOLAR POWERED TRASH COMPACTORS 

Deputy City Manager Public Works Director Steve Salvatore provided an 

overview No further action was taken 

52 RESIDENT TRUCK PARKING PERMIT PROGRAM 

Deputy City Manager Public Works Director Steve Salvatore provided an 

overview A question and answer period followed Community 

Development Director City Engineer Glenn Gebhardt provided additional 

information Mayor Santos opened for public comment Mr Bassi 

Lathrop CA commented on his intent to open a truck stop outside of the 

City limits Ravinder Singh Lathrop CA suggested location for 

temporary use of parking Gene Seus Lathrop CA suggested allowing 

temporary use of his property until permanent solution is found Bennie 

Gatto Lathrop CA expressed concern with the amount of staff time 

spent on this matter There were no other speakers Councilmembers 

commented on the matter No further action was taken 

53 SALES TAX ENHANCEMENT MEASURE UPDATE 

Interim Finance Director Cari James introduced Curtis Below Fairbank 

Maslin Maullin Metz Associates who provided an overview A question 

and answer period followed Councilmembers commented on the matter 

No further action was taken 

March 5 2012 

Wthrop City Council Regular Meeting Minu es Page 4 

12


61 COUNCIL REFERRALS 

61 COUNCILMEMBER DHALIWAL REFERRAL Discussion Regarding 

Additional Limitations and Restrictions on Panhandling 

Councilmember Dhaliwal provided an overview 

directed staff to agendize the matter 

Council consensus 

62 MAYOR COUNCILMEMBER COMMITTEE REPORTS 

LAFCo DhaliwaQ 

Councilmember Dhaliwal announced upcoming meeting 

San Joaquin County Commission on Aging Tosh Ishihara Santos 

Tosh Ishihara reported on 34 Annual Senior Awareness Day to be 

held on May 31 2012 

63 MAYOR S COMMITTEE REPORT S None 

64 MAYOR COUNCILMEMBER COMMENTS 

Councilmember Ornelas Councilmember Salcedo and Mayor Santos 

thanked those in attendance Councilmember Dhaliwal thanked the 

Mayor for appointing the 2012 Mayor s Committee members and thanked 

those in attendance 

7 ADJOURNMENT There being no further business Mayor Santos adjourned 

the meeting at826pm 

Mitzi Ortiz MMC 



13


CITY COUNCIL SPECIAL MEETING 


600 PM 




MINUTES 

1 PRELIMINARY 



Councilmembers Dhaliwal Ornelas and 

Salcedo 

Absent 

None 


21 CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to 

Government Code Section 54956 

Property APN 191 220 42 Located at the Southwest Corner of the 

Intersection of Dos Reis Road and Manthey Road APN 191 43 220 

Located at the Northeast Corner of the Intersection of Lathrop Road and 

Manthey Road 

Agency Negotiators City Manager Cary Keaten and Deputy City Manager 

Public Works Director Steve Salvatore 

Negotiating parties M Robinson 

Under Negotiation Price and Terms of Payment 

RECONVENE 

Mayor Santos reconvened the meeting at636pm 


City Attorney Salvador Navarrete reported that Staff was provided 

direction 

3 

ADIOURNMENT There being no further business Mayor Santos adjourned 

the meeting at637 pm 



March 12 2012 

Lathrop City Council Special Minu es Page 1 

14



COMMUNITY FACILITIES DISTRICT NO 2006 1 

BOARD OF DIRECTORS SPECIAL MEETING 


700 PM 




MINUTES 

PLEASE NOTE There was aCosed Session whlch commenced at630 u m durina which time 

the Citv Council met as the Communitv Facilities District No 2006 1 Board of Directors The 

Reaula Meetino reconvened at 7e01nm 

1 PRELIMINARY 









Community Facilities District 2006 01 vs RFC Construction Funding 

San oaquin County Superior Court Case No39 2012 00275899 

RECONVENE 

Mayor Santos reconvened the meeting at701 pm 

123 REPORT FROM CLOSED SESSION BY CITY COUNCIL AND 

COMMUNITY FACILITIES DISTRICT NO 2006 1 BOARD OF 

DIRECTORS 

City Attorney Salvador Navarrete reported approval of Stipulation 

for Entry of Judgment related to Item12 


Councilmembers Dhaliwai and Salcedo 

Absent 

Councilmember Ornelas 

14 INVOCATION Pastor Damon Covalt Lighthouse Baptist Church provided 

the invocation 

15 PLEDGE OF ALLEGIANCE Mayor Santos led the pledge of allegiance 

March 19 2012 Wthrop City Council Regular Meeting Minutes Page 1 

15

Councilmember Ornelas arrived at703 pm 

16 ANNOUNCEMENT S 


BY MAYOR CITY MANAGER None 

18 DECLARATION OF CONFLICT S OF INTERES7 

None 

2 PRESENTATIONS 

21 CERTIFICATES OF APPRECIATION TO CHARTER WAY CHEVRON INC AND 

SA PETRO INC WEST LANE CHEVRON FOR DONATION TO 2012 ULY 

15T CELEBRATION 

2 RECOGNITION OF OUTGOING POLICE CHIEF ERIC HOLMAN 

Mayor Santos and Sheriff Steve Moore presented a resolution in 

recognition of outgoing Police Chief Eric Holman Councilmembers 

expressed their appreciation for Chief Holman s years of service 

Mayor Santos recessed the meeting at709 pm and reconvened at739 pm 

3 CITI2EN S FORUM 

Georgianna Reichelt Manteca CA expressed concern with naming of City 

facilities 


On a motion by Councilmember Ornelas seconded by Councilmember Dhaliwal 

the City Council approved the Consent Calendar by the following roll call vote 

unless otherwise indicated 

Ayes 

Noes 

Absent 

Abstain 


None 

None 

None 


Waived the reading of ordinances and resolutions on agenda unless 

otherwise requested by the Mayor or a Councilmember 

42 APPROVAL OF MINUTES 

Approved Minutes for the Special Meetings of February 18 and 27 2012 

43 TREASURER 

REPORT ANUARY 2012 

Approved the Treasurer 

Report for anuary 2012 


16

4 FINANCE DEPARTMENT PROJECT ASSISTANCE 

A question and answer period ensued 

provided information 

City Manager Cary Keaten 

On a motion by Vice Mayor Mateo seconded by Councilmember Dhaliwal 

the City Council adopted Resolution No 12 3346 approving an agreement 

with the Municipal Resource Group for financial consulting services 

Ayes 

Noes 

Absent 

Abstain 


None 

None 

None 


45 SETTLEMENT AGREEMENT WITH MANTECA REGARDING THE JOINT 

TRAFFIC STUDY 

Adopted Resolution No 12 3347 authorizing the Mayor to execute a 

settlement agreement with the City of Manteca for the Joint Traffic Study 

46 BUDGET AMENDMENT AND CONTRACT WITH PAVEMENT ENGINEERING 

INC FOR PAVEMENT REHABILITATION PLANS AND SPECIFICATIONS 

Adopted Resolution No 12 3348 authorizing a professional service 

agreement with Pavement Engineering Inc to prepare plans and 

specifications for FY 2011 12 pavement rehabilitation associated with PS 

11 01 and budget amendments to transfer funds to PS 01 11 

47 ATI ARCHITECTS AND ENGINEERS INC PHASE 2 SERVICES FOR 

COMMUNITY CENTER RENOVATION CIP PK 03 

Adopted Resolution No 12 3349 approving a contract amendment with 

ATI Architects and Engineers Inc for Phase 2 Services for the Community 

Center Renovation CIP PK 03 

48 PURCHASE AGREEMENT FOR PARCELS ON LATHROP ROAD BETWEEN 

GOLDEN VALLEY PARKWAY ANDI5 

Adopted Resolution No 12 3350 approving two purchase agreements for 

real property and a budget amendment 

49 SUBDIVISION IMPROVEMENT AGREEMENT FOR FIRST 50 LOTS IN TRACT 

3468 WILLIAM LYON HOMES PROPERTIES 

A question and answer period ensued Community Development Director 

City Engineer Glenn Gebhardt provided information 


17

On a motion by Councilmember Dhaliwal seconded by Mayor Santos the 

City Council adopted Resolution No 12 3351 approving a subdivision 

improvement agreement with William Lyon Homes for the first 50 lots 

within Tract 3468 

Ayes 

Noes 

Absent 

Abstain 


None 

None 

None 


410 FINANCIAL STABILITY OFIGATEIHUB PARTNERSHIP 

Community Development Director City Engineer Glenn Gebhardt 

provided an overview A question and answer period followed 

On a motion by Councilmember Dhaliwal seconded by Councilmember 

Salcedo the City Council approved a financial contribution of10 000 to 

begin July 1 2012 for theiGATEiHUB Partnership 

Ayes 

Noes 

Absent 

Abstain 


None 

None 

None 


411 PLANNING PERMIT FEE WAIVER REQUEST BY MODESTO AREA STREET 

RODS TUP 12 0006 

Adopted Resolution No 12 3352 authorizing the City Manager to waive 

the temporary use permit processing fee for the Modesto Area Street 

Rods in the amount of 382 

412 PARK STREET AREA COMPLIANCE UPDATE 


provided an overview A question and answer period followed Mayor 

Santos opened for public comment Rosalinda Valencia Lathrop CA 

requested clarification on costs associated with abatement actions There 

were no other speakers Councilmembers commented on the matter 

On a motion by Mayor Santos seconded by Councilmember Ornelas the 

City Council received an update on Park Street area related to Code 

Compliance 

Ayes 

Noes 

Absent 

Abstain 


None 

None 

None 


March 19 2012 

Wthrop City Council Regular Mee ing Minutes Page 4 

18

REQUEST TO SEND COMMUNITY DEVELOPMENT 

DIRECTOR TO THE ICSC CONFERENCE IN NEVADA 

413 OUT OF STATE TRAVEL 

A question and answer period ensued Community Development Director 

City Engineer Glenn Gebhardt provided information 

On a motion by Councilmember Salcedo seconded by Mayor Santos the 

City Council adopted Resolution No 12 3353 approvingout of state travel 

for Community Development Director to attend the ICSC Conference in 

Nevada and a budget amendment 

Ayes 

Noes 

Absent 

Abstain 


None 

None 

None 


414 CITY COUNCIL GOALS AND PRIORITIES FOR 2012 

Adopted City Council Goals and Priorities for 2012 

415 POSITION RECRUITMENT DIRECTOR OF FINANCE 

Adopted Resolution No 12 3354 authorizing the City Manager to retain a 

search firm for the Director of Finance Recruitment and approving a 

budget amendment for said purpose 

416 FUNDING FOR ECONOMIC DEVELOPMENT ADMINISTRATOR POSITION 

AND BUDGET AMENDMENT 

This matter was removed from consideration 


417 SPARTAN WAY 

Mayor Santos opened for public comment Bob Wallace Lathrop High 

School Interim Principa and Emma Cardenas Lathrop CA expressed 

appreciation for approval of the matter 

Adopted Resolution No 12 3355 approving the street name change of 

Lathrop Road to Spartan Way from Golden Valley Parkway west to Land 

Park Drive and approve a 50 50 funding split with the Lathrop High 

School Leadership Group 

5 SCHEDULED ITEM 

51 JULY 15T HOST GROUP 

Interim Parks and Recreation Director Becky Enneking introduced Parks 

and Recreation Administrator Kyle Dowley who provided an overview A 

question and answer period followed Mayor Santos opened for public 

comment Steve Dresser Lathrop CA urged selection of the Lathrop 


19

Sunrise Rotary Gene Neely Lathrop CA requested clarification of the 

role of the Host Group There were no other speakers Councilmembers 

commented on the matter 

On a motion by Councilmember Dhaliwal seconded by Councilmember 

Salcedo the City Council selected the Lathrop Sunrise Rotary as the Host 

Group for the 2012 July 1 Event 

Ayes 

Noes 

Absent 

Abstain 


None 

None 

None 

52 RIVER ISLANDS AT LATHROP PHASE 2 VESTING TENTATIVE 

SUBDIVISION MAP TRACT 3765 VTM 10 0070 


introduced Principal Planner Charlie Mullen who provided an overview A 

question and answer period followed Mayor Santos opened the public 

hearing Susan Dell Osso Applicant provided additional information A 

letter of opposition by Stanley Bettencourt Joanna Bettencourt Leslie 

Bettencourt Andrew Bettencourt Bettencourt Farming LLC was received 

and provided to the City Council There were no other speakers Mayor 

Santos closed the public hearing Councilmembers commented on the 

matter 

On a motion by Mayor Santos seconded by Councilmember Dhaliwal the 

City Council held a Public Hearing and 

1 Adopted Resolution No 12 3356 approving the third addendum to the 

Final Subsequent EIR and making findings in accordance with CEQA 

and 

2 Adopted Resolution No 12 3357 approving the River Islands at 

Lathrop Phase 2 Vesting Tentative Subdivision Map Tract 3765 subject 

to conditions 

Ayes 

Noes 

Absent 

Abstain 


None 

None 

None 

53 CALIFORNIA NATURAL PRODUCTS WAREHOUSE EXPANSION PROJECT 

GPA 11 0041 RZ 11 0042 SPR 11 0043 


introduced Principal Planner Charlie Mullen who provided an overview A 

question and answer period followed Mayor Santos opened the public 

hearing Georgianna Reichelt Manteca CA requested clarification on 

street improvements Gene Neely Lathrop Manteca Fire District 

requested clarification on zoning text amendment related to building 

height approval There were no other speakers Mayor Santos closed the 

public hearing Councilmembers commented on the matter 


20

On a motion by Mayor Santos seconded by Councilmember Dhaliwal the 

City Council held a Public Hearing and 

1 Adopted Resolution No 12 3358 approving an Initial Study Mitigated 

Negative Declaration for the project applications 

2 Adopted Resolution No 12 3359 approving a General Plan Map 

Amendment on three parcels from Services Commercial SC to 

General Industrial GI 

3 Introduced and waived first reading of an Ordinance approving a 

Zoning Map Amendment on three parcels from Services Commercial 

CS to General Industrial IG and a Zoning Text Amendment relating 

to industrial district building height and 

4 Adopted Resolution No 12 3360 approving a Site Plan Review Permit 

to construct a Phase I Project consisting of a 36 000sf industria 

warehouse distribution building on 562 Acres a Future Phase II 

Expansion consisting of a 26 000 sf warehouse addition and an 

enclosed conveyor bridge over McKinley Avenue to service the existing 

food and beverage manufacturing facility across the street at 1250 

Lathrop Road 

Ayes 

Noes 

Absent 

Abstain 


None 

None 

None 


61 COUNCIL REFERRALS None 

62 MAYOR COUNCILMEMBER COMMITTEE REPORTS 

Central Valley Executive Committee LOCCMateo Salcedo 

Vice Mayor Mateo reported on presentation by the President of the 

League of California Cities 

Council Governments Mateo Salcedo 

Vice Mayor Mateo reported approval of of FY 2012 13 Overall Work 

Program Annual Financial Plan and loan agreement with San Joaquin 

Regional Rail Commission 

LAFCo Dhaliwal 

Councilmember Dhaliwal reported annexation by the City of Tracy 

63 MAYOR S COMMITTEE REPORTS 

Beautification Day Committee 

Mayor Santos reported event to be held on April 28 2012 from800 

am to 12 00 pm 


21

Lathrop Celeb ation Event Committee 

Mayor Santos reported event to be held in July 2012 

Memo ial Day 

Veterans Day Celebration Committee 

Mayor Santos reported Memorial Day event to be held May 28 2012 at 

11 00 am 

Mayor s Art Show Committee 

Mayor Santos reported art show entries will be accepted on April 27 

2012 from900am to400 pm and April 28 2012 from900am 

to 12 00 pm at Lathrop City Hall 

64 MAYOR COUNCILMEMBER COMMENTS 

Councilmembers thanked those in attendance 

thanked Chief Holman for his years of service 

Councilmember Dhaliwal 

7 ADJOURNMENT There being no further business Mayor Santos adjourned 

the meeting at930pm 




22

ITEM 43 

CITY MANAGER S REPORT 

APRIL 2 2012 CITY COUNCIL MEETING 

ITEM 

APPROVE SETTLEMENT AND RELEASE AGREEMENT 

WITH TCN PROPERTIES LP VALLEY 

LANDSCAPING AND MAINTENANCE INC AND 

DEVELOPERS SURETY AND INDEMNITY COMPANY 

FOR SURETY BOND S5691375 5691355 AND 

5691345 

RECOMMENDATION 

Adopt Resolution Authorizing the Mayor to Execute 

a Settlement and Release Agreement with TCN 

Properties LP Valley Landscaping and 

Maintenance Inc and Developers Surety and 

Indemnity Company for the Mossdale Linear Park 

Bonds for Tracts 3073 and 3438 Bond No s 

5691345 5691355 and Surety Bond for Mossdale 

Landing Business Park Public Improvements Bond 

No 5691375 

SUMMARY 

The City TCN Properties LP TCN Developers Surety and Indemnity Company 

DSIC and Valley Landscaping and Maintenance Inc Valley seek to enter into a 

settlement and release agreement regarding the following bonds 

Bond No 5691345 Secures completion of the Linear Park Improvements which 

TCN was required to construct for Tract 3438 performance bond posted November 

of 2006 in the penal sum of275 310 00 

Bond No 569135S Secures completion of the Linear Park Improvements for 

Parcel B which TCN was required to construct for Tract 3073 performance bond 

posted December of 2006 in the penal sum of287 403 

Bond No 5691375 Secures completion of the Public Improvements which TCN 

was required to construct for the Mossdale Landing Business Park which included 

Conditions No 28 and 29 performance bond posted December of 2006 in penal 

sum of98 185 

Staff recommends that the City Council approve the attached agreement 

Attachment B to the staff report which supersedes the Valley Settlement 

Agreement dated September 12 2011 attached as Exhibit E to Attachment B 

23

CITY MANAGER S REPORT Page 2 


SETTLEMENT AND RELEASE AGREEMENT REGARDING LINEAR PARK BONDS 

BACKGROUND 

Bond No 5691345 Secures completion of the Linear Park Improvements which 

TCN was required to construct for Tract 3438 performance bond posted November 

of 2006 in the penal sum of275 310 00 

On September 22 2004 the City approved Vesting Tentative Map No 3438 

pursuant to Resolution 04 1750 which included a requirement that TCN improve 

any park that is within or adjacent to the boundaries of Tract 3438 and therefore 

on November 30 2006 the City and TCN executed a Park Improvement Agreement 

for Tract 3438 attached to the Settlement Agreement as Exhibit BPark 

Improvement Agreement Tract 3438 

In said agreement TCN among other things agreed to construct a portion of the 

Linear Park designated as Parcel B of Tract 3438 construction of which would be 

secured by a performance and payment bond from an admitted surety insurer and 

the City agreed among other things to pay TCN reimbursements as provided in 

Paragraph 1 of the Park Improvement Agreement Tract 3438 

In accordance with the terms of the Park Improvement Agreement Tract 3438 

Developers Surety and Indemnity Company DSIC provided the City with a 

Subdivision Improvement Performance Bond in the penal sum of 310 275 00 and 

a Subdivision Improvement Labor and Material Bond in the sum of 655 137 00 

each identified as Bond No 5691345 Tract 3438 Park Bonds 

DSIC remains obligated under the respective bonds for Tract 3438 and TCN remains 

obligated to complete the construction of corresponding linear parks until City 

releases the corresponding bonds The City agrees to release and return the 

originals of the Tract 3438 Park Bonds upon completion of the improvements on the 

Tract 3438 Linear Park in accordance with the drawings dated September 9 2011 

by RD 17 TCN or surety through construction or payment of penal sum by surety 

Bond No 5691355 Secures completion of the Linear Park Improvements for 

Parcel B which TCN was required to construct for Tract 3073 performance bond 

posted December of 2006 in the penal sum of 287 403 

On March 29 2005 the City of Lathrop Planning Commission adopted Resolution 

05 04 approving land use entitlements for the Mossdale Landing Business Park 

which included Conditions No 28 and 29 under which TCN was required to 

construct the Public Improvements described in the said Conditions 

On July 6 2005 the City entered into a Devefopment Agreement with TCN for the 

Mossdale Landing South Development Project recorded July 6 2005 in the County 

of San Joaquin California 

However in a letter Agreement dated December 18 2006 attached to the 

Settlement Agreement as Exhibit ALetter AgreemenY City and TCN agreed TCN 

24




would secure completion of the Public Improvements of Conditions 28 and 29 by 

depositing Bond 5691375 The terms of the Letter Agreement DSIC provided the 

City with a Subdivision Improvement Performance Bond in the penal sum of 

98 185 and a Subdivision Improvement Labor and Material Bond in the penal sum 

of98 185 each identified as Bond No 5691375 98K Bond 

DSIC remains obligated under the respective bonds for Tract 3073 and TCN remains 

obligated to complete the construction of corresponding linear parks until City 

releases the corresponding bonds 

The City agrees to release and return the originals of the Tract 3438 Park Bonds 

upon completion of the improvements on the Tract 3073 Linear Park in accordance 

with the drawings dated September 9 2011 by RD 17 TCN or surety through 

construction or payment of penal sum by surety 

Bond No 5691375 Secures completion of the Public Improvements which TCN 

was required to construct for the Mossdale Landing Business Park which included 

Conditions No 28 and 29 performance bond posted December of 2006 in penal 

sum of98 185 

On November 7 2006 the City and TCN executed a Park Improvement Agreement 

for Tract 3073 in which TCN inter alia agreed to construct a portion of the Linear 

Park designated as Parcel B of Tract 3073 construction of which would be secured 

by a performance and payment bond from an admitted surety insurer and the City 

agreed inter alia to pay TCN reimbursements as provided in Paragraph 1 of the 

Park Improvement Agreement Tract 3073 

In accordance with the terms of the Park Improvement Agreement Tract 3073 

DSIC provided the City with a Subdivision Improvement Performance Bond in the 

penal sum of287 00 403 and a Subdivision Improvement Labor and Material Bond 

in the penal sum of143 50 701 each identified as Bond No 5691355 

Considering all the covenants and agreements contained in the settlement 

agreement all parties have agreed that within 20 days of the effective date of the 

settlement agreement DSIC shall pay to City the sum of Fifty Three Thousand Six 

Hundred Dollars53 600 which contingent on RD 17 completing the Linear Parks 

in Tract 3438 and Tract 3073 The City agrees to release and return the originals of 

the 98k bonds to counsel for DSIC upon payment by DSIC of the payment 

referenced in paragraph 1 above The City shall adopt a Resolution confirming the 

acceptance of this Agreement and the release of the 98K Bonds within twenty 20 

days of the receipt of the payment provided 

RD 17 was required to perform levee improvements to satisfy the 100 year flood 

protection mandated by the StaYe and Federal regulation 

RD 17 is near completion of the levee improvements and has offered to construct 

both linear parks for a total cost of approximately 592K provided that the City 

25




matched funds totaling 40 of the total construction cost including 20 

contingency with no obligation for the City to pay back the 60 of cost funded by 

the State Grant On January 9 2012 City Council approved staff using CFF funds to 

cover the City s match of roughly 210k 


Staff recommends that Council approve the settlement and release agreement with 

TCN Properties LP for the Mossdale Linear Park Bonds for Tracts 3073 and 3438 

Bond No s 5691345 569135S and Surety Bond for Mossdale Landing Business 

Park Public Improvements Bond No 569137S 

FISCAL IMPACT 

If City Council approves the recommended settlement agreement the 53 600 

received from DSIC will be deposited into Developer Account271 0000 Z01 1401 

ATTAC H M E NTS 

A Resolution 12 

B Settlement and Release Agreement 

26




APPROVALS 

Ste J Salvatore Date 

Deputy City Manager 

Director of Public Works 

3lZ 

Cari James 

Date 

Acting Dire r of Finance 3z 9 

Salvador Navarrete 

City Attorney 

Date 

Cary ten Date 

City nager 

27

RESOLUTION NO 12 

A RESOLUTION FROM THE CITY COUNCIL OF THE CITY OF LATHROP 

AUTHORIZING THE MAYOR TO EXECUTE A SETTLEMENT AND RELEASE 

AGREEMENT WITH TCN PROPERTIES LP VALLEY LANDSCAPING AND 

MAINTENANCE INC AND DEVELOPERS SURETY AND INDEM NITY 

COMPANY FOR THE MOSSDALE LINEAR PARK BONDS FOR TRACTS 3073 

AND 3438 BOND NOS 569134S 5691355 AND SURETY BOND FOR 

MOSSDALE LANDING BUSINESS PARK PUBLIC IMPROVEMENTS BOND NO 

5691375 

WHEREAS the City and TCN Properties LP TCN seek to enter into a 

settlement and release agreement regarding the bonds to complete work associated 

with the construction of the Mossdale Linear Park Bonds for Tracts 3073 and 3438 

Bond No s 5691345 5691355 and surety bond for Mossdale Landing Business 

Park public improvements Bond No 569137s and 

WHEREAS DSIC remains obligated under Bond No 5691345 and 5691355 

for Tract 3438 and 3073 and TCN remains obligated to complete the construction of 

corresponding linear parks until City the releases the corresponding bonds and the 

City is not hereby releasing those bonds and 

WHEREAS bond no 5691375 secures completion of the Public 

Improvements which TCN was required to construct for the Mossdale Landing 

Business Park which included Conditions No 28 and 29 performance bond posted 

December of 2006 in penal sum of98 185 and 

WHEREAS considering all the covenants and agreements contained in the 

settlement agreement all parties have agreed that within 20 days of the effective 

date of the settlement agreement DSIC shall pay to City the sum of Fifty Three 

Thousand Six Hundred Dollars 53 600 to be deposited into Developer Account 

271 0000 201 1401 and upon twenty 20 days of the receipt of said sum City 

shall release Bond No 5691375 

NOW THEREFORE BE IT RESOLVED that the City Council of the City of 

Lathrop does hereby authorize the Mayor to Execute a Settlement and Release 

Agreement with TCN Properties LP Developers Surety and Indemnity Company 

and Valley Landscaping and Maintenance Inc for the Mossdale Linear Park Bonds 

for Tracts 3073 and 3438 Bonds No s 569134S 5691355 and Surety Bond for 

Mossdale Landing Business Park Public Improvements Bonds No 5691375 

However this action does not release the listed bonds themselves until a separate 

action is taken by Council at a future meeting 

28

The foregoing resolution was passed and adopted this 2n day of April 2012 by the 

following vote of the City Council to wit 

AYES 

NOES 

ABSENT 

ABSTAIN 

J CHAKA Santos Mayor 

APPROVED AS TO FORM 

ATTEST 



29

SETTLEMENT ANll RELEASE AGREEMENT 

REGARDING BOND 569137S 5b9135S and 569134S 

The following Agreement is entered into this 2 day of April 2012 by and between the City 

of Lathrop a municipal corporation of the State of Califomia CTTY TCN Properties LP a 

California limited partnership TCN Developers Surety and Indemnity Company an Towa 

corporation DSIC and Valley Landscapin and Maintenance Inc a Califomia corporation 

VALLEY all of whom together aze referred to herein as 

The Parties 

RECITALS AMONG CTI Y TCN AND DSIC 

A 

WHEREAS on or about March 29 2005 TCN and the CITY abeed to Conditions of 

Approval for the Mossdale Landing Business Park Conditions of Approval which included 

Conditions No 28 and 29 under which TCN was required to constnict the Public Improvements 

described in the said Conditions and 

B 

WHEREAS in a Letter Abeement dated December 18 2006 attached hereto as 

ExhibitALetter AgreemenP City and TCN agreed TCN would secure completion of the Public 

Improvements of Conditions 28 and 29 by depositing Bond 569137S 

C 

WHEREAS in accordance with the terms of the Letter Agreement DSIC provided 

the C1TY with a Subdivision Improvement Performance Bond in the penal sum of98 185 and a 

3ubdivision Improvement Labor and Material Bond in the penal sum of98 185 each idenkified as 

Bond No 5691375 98K Bonds and 

D 

WHEREAS on or about Septemher 22 2004 the CIY approved Vesting Tentative 

Map no 3438 pursuant to Resolution04 1750 which included a requirement that TCN improve any 

pazk that is within or adjacent to the boundazies of Tract 3438 and 

E WHEREAS on November 30 2006 The CTTY and TCN executed a Pazk 

Improvement Agreement for Tract 3438 attached as ExhibitBPazk Improvement 

Agreement 

1 

30

Tract 3438 in which TCN inter alia agreed to construct a portion of the Linear Park designated 

as Pazcel B of Tract 3438 construction of which would be secured by a performance and payment 

bond from an admitted surety insurer and theCl IY agreed inter alia to pay TCN reimbursements 

as provided in Paragraph 1 

of the Pazk Improvement Agreement Tract 3438 and 

F 

WHEREAS in accordance with the terms of the Park Improvement Agreement Tract 

3438 DSIC provided the CTI Y with a Subdivision Improvement Performance Bond in the penal 

sum of275 310 00 and a Subdivision Improvement Labor and Material Bond in the penal sum of 

655 137 00 each identified as Bond No 569134S Tract 3438 Park Bonds and 

G 

WHEREAS on or about Mazch 2 2004 September 22 2004 the CTTY approved 

Vesting Tentative Map no 3073 pursuanc to Resolution04 1626 which included a requirement that 

TCN improve any park that is within or adjacent to the boundaries of Tract 3073 and 

H WHEREAS on November 7 2006 The CTTY and TCN executed a Pazk 

Tmprovement Agreement for Tract 3073atached as ExhibitCPark Improvement 

Agreement 

Tract 3073 in which TCN inter alia agreed to construct a portion of the Linear Park designated 

as Pazcel B of Tract 3073 construction of which would be secured Uy a performance and payment 

bond from an admitted surety insurer and the C1TY agreed inter alia to pay TCN reimbursements 

as provided in Paragraph 1 

of the Park ImprovementAa eement Tract 3073 and 

L 

WHEREAS in accordance with the terms of the Park Tmprovement Abeement Tract 

3073 DSIC provided the CTTY with a Subdivision Improvement Performance Bond in the penal 

sum of287 403 00 and a Subdivision Improvement Labor and Material Bond in the penal sum of 

701 143 50 each identified as Bond No 569135S Tract 3073 Park Bonds and 

J 

WHEREAS thereafter TCN failed to complete some of the Public Improvements 

secured by the 98K Bonds and all of the Public Improvements secured by the Tract 3073 Pazk 

2 

31

Bonds and the Tract 3073 Pazk Bonds and 

K 

WHEREAS due to the failure of TCN to complete the Public Improvements the 

C1TY made demand upon DSIC to do so and 

L 

WHEREAS On or about October 21 2008 the C1TY and Reclamation District No 

17 RD 17 entered into an abeement granting an easement for levee purposes to RD 17 on a 

portion of the real property on which the linear parks were to be constructed and 

M 

WHEREAS during the past two years 12D 17 did reconstruct the existing Ievees 

which reconstniction modified the contour of the real proper y on which the lineaz parks were to be 

constructed and 

N WHEREAS RD 17 has proposed to the CITY that RD 17 will pay for the 

construction of the linear pazks on a cost sharing basis with the CITY and 

O 

WHEREAS the CTI Y has aoeed with RD 17 to pay a portion of the costs of the 

construction of the linear parks and 

P 

WHEI2EAS RD 17 has contracted witt A M Stephens for construction of the linear 

parks for the sum of592 726 69 

RECITALS AMONG CITY TCN DSIC AND VALLEY 

Q 

WHEREAS As between VALLEY and TCN this agreement relates solely to the 

written contract for Landscape Improvements in Recital U and the claims in ihe Action against the 

CTTY DSIC and TCN relatinc to the Landscape Improvements and 

R 

WHEREAS TCN and the CTTY previously entered into a Development Agreement 

regarding Mossdale Landing South Development recorded July 6 2005 Recorder s Serial No 

2005 163943 in the Official Records of the County of San Joaquin Califoinia the Development 

Abeement 

3 

32

S 

WHEREAS On Mazch 29 2005 the Planning Commission adopted Resolution OS 04 

to approve larid use entitlements for Mossdale Landing Business Park consisting of apprmtimately 

184 acres including ten commercial buildings totaling approsimately 241 000 square feet the 

ProjecP and 

T 

WHEREAS Pursuant to the Development Agreement and the conditions of the 

CTI Ys approval of land use entitlements for the Project including but not limited to Deferted 

Frontage Improvement Aoeement310 for Manthey Road and Towne Centre Drive dated December 

20 2008 TCN was required to complete among other improvements landscaping improvements 

along the west side of Manthey Road from Towne Centre to Brookhurst Landscape 

Improvements and 

U 

WHEREAS TCIrT entered into an agreement with VAI LEY on or about Mazch 9 

2009 whercin VALLEY agreed to complete the required Landscape Improvemcnts ataotal cost of 

78 970 as detailed in the written contract commonly referred to as the Mossdale Landin Business 

Park Manttiey Road pvblic works project job number 1451 che contracY a copy of which is 

attached hereto as Exhibit D and 

V 

WHER AS VALLEY partially completed the Landscape Improvements pursuant to 

the contract but paused work on the contract when TCI failed to pay VALLEY VALLEY timely 

and properly served a preliminary 20 day notice to TCN and CIT Yre azding TCN s failure to pay 

VALLEY then served upon CITY a verified stop notice in the form and time prescribed by law 

W 

Whereas Subsequently VALLEY filed an action in San Joaquin County Superior 

Court Case No39 2010 00252352 CU BGSTK entitledtalley Landscapi eg and Mainrenance 

Inc vs TCN Properties LP et al the Action seeking to recover money owed to VALLEY plus 

4 

33

attorney s fees and costs for work performed under several contracts between VALLEY and TCN 

including the contract for Landscape Improvements and to enforce the stop notice VALLEY served 

on che CITY as well as seeking recovery from DSIC on the 98K Bonds 

RECITALS AMONG ALL PARTIES 

X 

WHEREAS DSIC desires to resolve all claims and disputes against it by the CTTY 

and VALLEY howsoever arising in connection with the attached Exhibits A B and C the 98K 

Bonds BOND 569137S Tract 3438 Pazk Bonds and Tract 3073 Park Bonds 

Bond 569135S 

and 569134S and the Action and TCN desires to resolve all claims and disputesaunst it by the 

CITY howsoever arising in connection with the attached Exhibits A B and C the 98K Bonds 

BOND 569137S Tract 3438 Park Bonds and Tract 3073 Park Bonds 

Bond 569135S and 

5691345 and all claims and disputes against it by VALLEY howsoever arising in connection 

with the attached Exhibit D 

NOW THEREFORE in consideration of the covenants and agreements contained herein the 

undersi ned represent and agree as follows 

1 The above Recitals and the Terms and Conditions are contractual and not merely 

recitals and the agreements contained herein and consideration transferred aze to satisfy rights and 

obligations between the C1TY on the one hand and DSIC and TCN on the other and between 

VALLEY on the one hand and DSIC TCN and the CITY on the other 

2 Under a separate agreement between the CITY andRD 17 the CTI Y has agreed with 

RD 17 to pay a portion of the costs of the construction of the linear parks 

3 Within 20 days of the effective date of this agreement DSIC shall pay to VALLEY the 

sum of Forty Six Thousand Three Hundred Sixty Seven Dollazs46 367 00 in consideration for a 

dismissal with prejudice of the CTI Y and DSIC in the Accion DSIC shall also pay to the CITY the 

sum of Seven Thousand Two Hundred Thirty Three Dollazs7233 00 which shall satisfy all of the 

5 

34

obligations of DSIC and TCN to the Ciry under Exhibit A hereto and the 98K Bonds and 

contingent on T2A 17 completing the Tract 3438 and Tract 3073 parks as detailed in the recitals 

above and in pazagraph 4 below shall satisfy all of the obligations of DSIC and TCN to the City 

under the attached Exhibits B and C and BOND 

5691355 and Sb9134S Within five 5 business 

days of the payment from DSIC to VALLEY counsel for VALLEY shall 

file a dismissal with 

prejudice of DSIC and CTTY in the Action The Parties aree that the previous settlement 

agreement of the Action attached as Exhibit E is rescinded in its entirety from its inception by this 

Agreement 

4 Valley and TCN hereby irrevocably offer to dedicate to the CITY all improvements 

that have been completed by TCN or VALLEY which are described in Recitals A B and R throuah 

V The CITY hereby accepts the improvements as complete and releases TCN DSIC and Valley of 

any further responsibility for the improvements 

5 The City agrees to release and retum the originals of the 98k Bonds o counsel for 

DSIC upon payment to theCIY by DSIC of the7233 00 provided for in Paza raph 3 hereof 

The 

City shalI adopt a Resolution confirming the acceptance of this Abeement and the release of the 

98K Bonds within twen y 20 days of the receipt of the payment to the CTI Y provided for in 

Parabaph 3 hereof 

6 Contingent upon RD 17 completing the Tract 3438 and Tract 3073 Parks at no cost to 

TCN or DSIC DSIC and TCN herein waive any right to construct and any right of reimbursement as 

provided in parabaph 1 of the Park Improvement Abeement Tract 3438 and the Park Improvement 

Agreement Tract 3073 

7 DSIC remains obligated under the respective bonds for Tract 3438 and 3073 and TCN 

remains obligated to complete the constrttction of those lineaz parks until City releases the 

correspondi g bonds However The City agrees to release and return the originals of the Tract 3438 

6 

35

Park Bonds upon the completion of the improvements on the Tract 3438 Linear Park in accordance 

with the drawin s dated September 9 2011 

prepared by KLA Landscape Architecture or any 

changes thereto agreed to by RD 17 and the contractor which is awazded the work and the acceptance 

of the work on the Tract 3438 Linear Park 

by the CITY which will not unreasonably withhold 

acceptance of the work and the CTTY abees to release the Tract 3073 Park Bonds upon the 

completion of the improvements on the Tract 3073 Linear Pazk in accordance with the drawings 

dated September 9 2011 prepared by KLA Landscape Architecture or any changes thereto agreed to 

by RD 17 and the coniractor which is awarded the work and the acceptance of the work on the Tract 

3073 Lineaz Park by the CPI Y which will not unreasonably withhold acceptance of the work 

8 If RD 17 does not complete the Tract 3438 or Tract 30731inear pazks DSIC shall 

remain obligated under the respective bond for each incomplete pazk and TCN shall remain obligated 

co complete the construction of the linear parks DSIC and TCN each retain the rights to 

reimbursement for each respective linear park with the priority of reimbursement going to DSIC to 

the extent of any payment under the linear park bonds The Parties agree that a payment by DSIC to 

the CTTY uoder either of the linear pazk bonds shall constitute the cost of construction of the linear 

pazk entit ino DSIC to reimbursement as provided herein 

Due to the redesi n of the linear parks as 

a result of the reconstruction of the levee the reimbursement on the lineaz park on Tract 3438 shall 

be limited to the actual payments by DSIC to either pay Por the construction of the linear park or the 

payment to the CTI Y to obtain a release of the bond obligation on the Tract 3438 Lineaz Pazk and the 

reimbursement to TCN if any shall be limited to the ac ual costs expended by TCN in the 

wnstruction of the park and the reimbursement on the linear park on Tract 3073 shall be limited to 

lhe actual payments by DSIC toei her pay for the construction of the lineaz park or the payment to 

the C1TY to obtain a release of the bond obligation on the Tract 3073 Linear Pazk and the 

reimbursement o TCN if any shall be limited to the actual costs expended by TCN in the 

7 

36

construction of the park the CTl Y represents that he land cost at 000 200 per acre based on the 

original dimensions of the linear park before the reconstruction of the levee has already been paid to 

TCN 

9 DSIC and CTTY aoee that nothing contained in this agreement expands or enlarges 

DSIC s liability or obligations as set forth in the bonds and that in no event shall DSIC s liability to 

the CITY for completion of either of the parks be in excess of the penal sum of the performance 

Uond for the park in issue 

10 Other than liabilities and obligations specifically created in thisAreement the 

CITY and VALLEY hereby release and forever dischazge DSIC its officers directors agents 

employees servants and attorneys from any and all claims liens demands causes of action 

obligations damages and liabilities of every kind nature and character whatsoever including but not 

limited to any claim for atrorneys fees or costs which relate to or are in any manner connected with 

any transaction happening event occurrence act or omission involving remotely or directly the 

Action and All Bonds or which relate to the manner in which the claim of the CITX was hattdled by 

DSIC and other than the liabilities and obligations specifically created in thisAreementiany the 

CITY and VALLEY hereby release and forever discharge TCN its partners memUers officers 

directors agents employces servants and attomeys from any and all claims liens demands causes 

of action obli ations damages and liabilities of every kind nature and character whatsoever 

including but not limited to any claim for attorneys fees ar costs which relate to or are in any manner 

connected with any transaction happening event occuxrence act or omission involving remotely or 

directly All Bonds the contract attached as Exhibit D and he facts set forth in Rectitals U and V 

11 This Agreement does not affect any rights of DSIC against TCN or any other 

si natories on any Indemnity Agreement in favor of DSIC executed by TCN 

12 The CTI Y and VALLEY expressly understand and acknowledge that it is possible 

8 

37

that unknown losses or claims exist or that present losses may have been underestimated in amount 

or severity and the CITY and VALLEY each explicitly took that into account in entering into this 

Agreement and a portion of the consideration was given in exchange for a full accord satisfaction 

and discharge of all such claims 

13 Accordingly the CTTY and VALLEY expressly waive all rights under California 

Civil Code 1542 with respect to the matters released herein which provides that 

A general release does not extend to claims which the creditor does 

not know or suspect to exist in his favor at the time of executina the 

release which if known by him must have materially affected his 

settlement wi h the debtor 

14 The CITY and VALLEY understand that this release includes all claims for costs 

expenses and attomeys fees taxable or otherwise incurred by it in connection with or arising out of 

theabove mentioned matters and that each will bear its own costs and attorneys fees in connection 

with the matters released herein 

15 The CITY and VALLEY acknowledge that this Aoeement does not constitute an 

admission or concession of liability by DSIC on account of any claims or matters referred to herein 

liability for which is expressly denied by DSIC 

16 This Agreement shall be binding upon and for the benefit of the parties hereto and 

their respective heirs executors administrators successors designees and assigns 

17 The CTTY VALLEY TCN and DSIC each warrant that no promise inducement or 

agreement not expressed herein has been made to it in connection with this Abeement and this 

Agreement constitutes the entire agreement between the parties herein named with respect to the 

matters recited herein It is expressly understood and agreed that this Agreement may not be altered 

ainended modified or otherwise changed in any respect whatsoever except by a writing duly 

9 

38

executed by all of the parties The CITY VALLEY TCN and DSIC each agree that it will make no 

claim that this Abeement has been orally altered or modified or otherwise changed by oral 

communication of any kind or character Any such representa ion shall consUtute a material breach 

hereof 

18 This Abeement is entered into freely and voluntarily and except for TCN witt and 

upon the advice of counsel 

The CIY VALLEY TCN and DSIC each warrant that the person 

signing below is authorized to sign this Agreement on its belialf and to bind it to the terms of this 

Aeement 

19 

Should any provision of his Abeement be held invalid or illegal such invalidity or 

illegality shal not invalidate the whole of this Agreement but ra her this Agreement shall be 

construed as if it did not contain the invalid or illegal part and the rights and obligations of the 

undersigned shall be construed and enforced accordinbly 

20 Copies of this document may be used in lieu of the origin il Tn the absence of 

substantial evidence that the copy has been altered or substantial evidence that the copy is not a true 

and accurate duplicate of the original such copies shal be equally admissible in evidence as the 

original 

21 

ThisAreement shall be construed and enforced pursuan to the laws of the State of 

Caiifomia 

22 

This Abreement may be executed in counterparts each of which shall be deemed an 

original but all of which together shall constitute one and the same instrument 

23 No attorneys fees shall be paid by any of the parties to any other par y under this 

Agreement 

However if any party brings an action or motion against the other by reason of any 

breach of the provisions of this Abreement the prevailing party shal beeniled to recover from the 

other party or parties all costs and expenses of litigation or arbitration including reasonable 

10 

39

other parry or parties all costs and expenses of litigauon or arbitration including reasonable 

atlomeys fees 

24 The execurion delivery und performence by each of the undersigned of tius 

Agreement aud each and every document referred to herein are with the relevant signatories 

powers having been duly suthorized by corporate authorization as applicable require no govemment 

or creditor appmval except approval by the CiTy Council oftl e CiTY and do not contravene any 

laws or regulations or any contractual restrictio applicable to or binding upon the undersigned or 

their signatories 

25 T6is Agreement sha11 not take effect un3ess it is executed by alt ofthe parlies named in 

the fust paragraph above 

rcN Properties LP a California 

Limited partnership 

BY Its General Partner 

By 

Cathie LLC a California 

Li Liability py 

f 

Cathie A ey Me ber 

Dated L 2 1 Developers Suzery and In@emnity Company 

r 

f 

C 

L1 

itle ifiLEYf iGt 

Dated 4C Yi 5 C Valley Landscaping and Maiatenance Inc 

a Califomia Corporation 

By 

Donald W Oliver President 

11 

40

other party or parties all costs aud expenses of litigation or azbitration includ uig reasonable 

artorneys fees 

24 The execution delivery and performance by each of the nndersigned of this 

Agreement and each and every document refened to hereiu aze with tl e relevant signatories 

powers having been duly authorized by corpoiate auflioi7zation as applicable require no govemment 

or creditor approval except approval by the Gity Council of the CITY and donotcon ravene any 

laws or regulations qr any contractual restrictions applicable to orlinding upon the undersigned or 


25 This Agreement shall not take effect unless it is executed by all of the parties named in 

the first paragraph above 

TCN Properties LP a California 


By Its General Partrter 


Limited Liability Company 

B 

Catliie A Luckey Member 

Dated 

Developers Surety and Indemnity Company 

By 

Title 

Dated 

30 Valley Landscaping and Maintenance Inc 

a Califonua Corpoiation 

By 

Donaid W Oliver PresidenY 

11 

41

Iated 


By 

T1cae 

APPROVED AS TO FORM AND CONTENT 

LAWOFFI 

CHARLES 

J PHII 

PS 

IIy 

Charles71lulipps 

Attorneys for Developers Surety and Indemnity 

Company 

City Attomey ofLat rop 

By 

Salvador V Navarrete 

Cii Attorney for the City of Lafhrop 

PARISH 

SMALL 

By 

Erin Guy Castillo 

Attorneys for Valley Landscaping and Maintenance 

Inc 

12 

42

other paity or parties al costs and expenses of litigation or arbitration including reasonable 

attc rneys fees 

34 The executinn delivery and performance by each of the undersigned of this 

Agreeii ent and each and every daoument referred io herein aze with tl e relevant signatories 

powers having been duly authorized by cotporate authoiization as applicable require no govenunent 

or crzditor approval except approval by tlte City CounciI of fhe CITY and do not contravene any 

laws or regulations or any contractuai restrictions applicable to or bindin upon the iuidersi ed or 


25 This Agreement sha11 not take effect uniess it is executed by all of the parties named in 

the first parag aph ab ve 

TCN Properties LP a Califomia 


BY Its General Partner 


Iimited Liability Company 

B3 

Cathie A Luckey Member 

Dated 

Developers Surety and Indemnity Company 

t 

By r 

r 

Z 

IiUe 1tt I 1 kC kF icrt 

Dated j kl 7 Valley Landscapin and Maintenance Ine 


By 

Donald W Oliver Presidcnt 

11 

43

Dated 


y 

Title 

APPROVED AS TO FORM AND CONTENT 

LAW OFFICES OF CHARLES J PHILIPPS 

By 

Charles J Philipps 

Attorneys for Developers Stuety and Indemnity 

Company 

City Attorney of Lathrop 

By 

Salvador V Navarrete 

City Attorney For the City of Lathrop 

PARTSH 

SMALL 

By 

Erin Guy Castillo 

Attorneys for Valley Landscaping and Maintenance 

Inc 

12 

44

Exhibit A 

TCN Properties LP 

PO 8ox 310 


Phone 209 9564 982 

Fax 209 982 9566 

December18 2006 

City of Laihrop 

390 Towne Centre brive 

Iathrog CA 95330 

Atteafion Cary Keaten 

Regarding 

Compliance with tfie CoadiNons of Approvai pertaining to otLsite 

improvemenb tor iHe Sertiee Commercial9ite Mossdale Landing 

Mr Keaten 

This leEter is wriuen toac cnowledge receipt ofyour correspondence to this office dated 

Decesnber 2006 regarding the Service Commercial Site Mossdale Lauding The referenced 

corzespondence states the following 

fa regards to the Caaditioos of Appraval tor thc iVlossdale Landing Businas Park 

approved by the Pfanning Commission on March 29 2005 Conditions uumber 28 

aud 19 wlll be eamplied with once TCN Yraperties supplies the City with a cash 

securiiy in the amount of598 l85 00 and enters into an agrament to comptete ihe 

essocisled improvements wiihin 2 monlhs 

In aecordance with the foregoing TCN Properties is forwuding to your attention the 

Subdivision Improvements Pezformance Bond f5b9137S and ihe Subdivision Improvements 

Labor and Material Bond 5691375 wch in the amountof 98 185 00 

Additionaily TGTI Properties hereby agrees to complete the improvements contemplated by the 

referenced Conditions of Approval numbers 28 and 29 within 12 monihs of ihe date of this 

letter 

Pfease confum the City ofLathrop s acknowledgement ofthe foregoing by signing and 

retuming to me a wpy of this ietter 

Sirtcere3y 

We hereby acknowledge the foregoirtg 

p 

Thomas uekey 

t 

TCN Properties irectoriPublic Works 

CityofL throp 

Encl 

SubGivitianlmprovemrntPcrformaottBand i697375 

Subd Wiou Improvemeot Laborffi Materfil BonU N5691375 

45 

EYHIBIT

wwnawai2VcTYS res6YSv vcb lE6 1ma7A9yrvaruwr 4sr u2d4fYJ3isww 

Exhibit B 

CTTY QF LATHI2OP 

PARIC IMPROVENiENT AGREEMElYT 

TCY ProperEies Tract 3438 Parcel S 

A Portion of the Linear Park River Parl 

Tl is Ageement is made and entered into trris 3 v day ofNovember 2006 by and 

between the CITY OF LATHROP a municipai corporatian of the Staie of Califomia hereinafter 

P Qyirfa 

CITY and TCN Properties a nhereinafter Cl 

PFp 

On or abont September 22 2004 the Ciry Council approved Vesting Tentative Map No 

3438 hereznafter VTM 3438 pursuant to Resolution 041754 Tract 3438 is focated lvithin the 

above referenced Vesting Tentative Map 

Pursuant to Resolution04 1750 TCN is required to improve any park that is within or 

adjacent to the boundaries of Tract 38 Tract 3438 is adjacent to a park designated as Parcel B 

of Tract Map 3438 TCN shall make said pazk improvements hereinafier 7mprovements in 

accordance wiEh pazk improvement plans and specifications that will be prepared on behalf of 

TCN by a licensed Landscape Architect and approced by CITY S Director of Public Works 

hereinafterDirector Said park vnprovement plans shall be prepared aFterti e fiaal map is 

recorded for Traet 3438 

NOW THEREFORE in consideration of CTTY S approval of the Final Map and approval 

aad acceptance of the Tmprovements upon tlieir satisfactory completion and in consideration of 

TCN constnicrion of Improvements in strict accordance with the terms of this Agreement al l 

applicable laws statutes ordinances rules and regulations currenUy in force and effect in the 

CITY the tercus and condirions of which aze incorporaYed herein by this reference the parties 

hereto mutually covenant and aee as follows 

TCN shall construct or cause to be constructed at its sole cost and expense the 

Improvements consistin of the pathways landscaping irrigation and other pazi 

46 

EXHIBIT t0

sWcaxskBViar axYeeev 

usd as avtvuq cnsak 

Park ImprovementAgeement 

Tracts 3438 Linear ParK 

facilities used in linear parks TCN shalI ensure that conshvction oFsuch Improvements 

complies with the requirements of Califomia Labor Code sections 1720 and following 

this is a public pzoject for purposes ofthe prevailin waae law The CI fY shall reimburse 

TCN for the cost to design engineer and conshuct the Improvements in accordance witn 

the CF program The Improvements 

will be reimbursed at e 

dollars per squue foot 

The pathway shalI be reimbursed at an additional nine doltars per tineaz foot The otal 

conskuction cost shall be mazked up twenty eight percent to cover desi n eagineerin 

pernrits etc All improvements shall be consti ucted to the satisfaction and approval of 

the City Enneer in a good and worlananlike manner in accordance with the above 

referenced improvement plans and specifications the improvement standards and 

specifrcations of the CTTY S Deparhnent of PubIic Works the applicable Ordinances of 

the City of Lathrop and the Califomia Subdivision Map Act 

2 TCN shall commence work on the Improvemen s within 90 days after the frnal map is 

recorded for Tract 3438 Said wark shall be comgleted 1viYhin hvelve 12 montf s 

from the date the final map is recorded Detemiination of the required 

Tniptovements to be constructed shall be within the sole discrerion of the Pazk and 

Recreation Director for the CIY subject to the tetms oF thisAreement and the 

Conditions ofApprova3 for VTM 3438 

3 CTTY or itsaent s shall at any rime duringtl e pro ess of the Improvements have 

free access thereto and sl atl be allowed to examine the sazne and all material to be used 

therein If tlie Improvements or any part thereof aze not in strict compliance with the 

standazds set forth in Pazagxaph 1 

above the CITY may refuse to accept andnay reject 

the defective improvements and or materials therein 

Page 2 of9 

IEabl 

sLYwlsStaR apom 0611 Iomnbcr ur lTna XlY SU SFPK8 inet Pv Imp Apttema PaRI 0 Tm SiJtl03 O4 mm uk dae 

47

uC623S lYiwC AC sep Ff TTie 14miNSLvaiYlYGti lUl tRWF 

JbNV Y1Y Siti YCii0 tlrb syP9 Kia2vSi Ck 

Pazk ImprovementAeement 

Tracts 3438 Linear Park 

4 TCN shall secure the services of skilled personnel necessary to consuuct the 

Improvements CITY is not skilled in these matters and relies upon the skill of TCN to 

ensure that thecons uction of the Improvements is in the most skillful and durable 

manner 

5 CITY S acciptance ofthe Improvements does not operate as areIease of TCN or its 

bonding company from any guarantee hereunder 

6 TCNoarantees and warrants that the Improvenents shall be constructed in compliance 

with the standards set forth inPara rapb 1 above free from any defects in work or labor 

done and from any defects in matarials fumisbed Further TCN shall reptace aII dead or 

unacceptable plant material and repair and maintain the Improvements ui good condition 

in aecord ce with CIT1 specifications for one 1 year after CITY S acceptance of the 

Improvements 

7 Prior Eo acceptance ofthe Improvements TCN shall deposit with he CiryEn neer a 

Maintenance Bond in the amount of 10 ofthe estimated cost ofthe Improvements to 

insure TCN replacement repair and maiutenance of the Improvements in accordance with 

the terms of this aaeement 

8 Upon completion of the improvements by TCN Properties and acceptance oftl e 

improvements bytl e City Council the CITY shal release de performance surety bonds 

to TCN Proper ses Ninety days afrer completion of the improvements by TCN Properties 

and acceptance of the improvements by the City Councii the CITY shall release the labor 

and materials surety bonds to TCN Properaes provided that no action has been 

commenced in accordance vrith Califomia Civil Code section 3210 

9 IfTCN in whole or in part abandans the Improvements or unnecessarily ar 

Page 3 of 9 

cPMceblSiNTR uu0M111 Nu xmbct To Oi Tnrtvi SI tlt lIItKN IinvYvk Imp Aprtmcm fPartd B 1Faz81 10s p5 ovau Y doc 

48

wn vsw znrvxs mi ws vsfa scxcs snr 4s rVararv mn az caAvCnveimu viu uM52 JudwWwLCi Ca vr 

va svtvacs 

Pazk rmprovement Agreement 

Tracts 3438 Linear Pazk 

unreasonably delays wnstruction of the Improcemeats fails to complete construciion of 

the lmprovements within the time specified in ihisAeement or fails to repair replace 

or reconstruct any dafects as set forth inPar aph 7 above CITY may but is not 

required to proceed to complete and or repair replace or recoostruct the Improvements 

either by itself or by contracf for such sen ce and CITX may cause to be forfeited such 

portion of aay securiry deposited tlierein as is necessary to cover the costs of complerion 

repair replacement or reconstruction incurred by CITY Once acrion is taken by CITY 

to complete repair replace and or reconstruct the Improvements TCN shatl be 

responsible for ai1 costs incurred by CITY even ifTCN subsequentiy completes the 

worlc 

10 TCN shall fumish and deliver to CITY upon the execurion of this Agreement the 

folIowin good and sufficient surety bonds and undertaldn s issued by a compa ry duly 

and regulazly authorized to do a eneral surety business in the State of Califomia 

a 

For Performance Security intl e amount of ane hundted percent 100 of the 

estimated cost of the Improvements 

b 

For Labor and Tvlater3al Security in the amount of fifty percent 50 of flie 

estimated cost of the Improvements 

11 TCN shall comply with CITY S insutance requirements set forth on ExhibitA attached 

hereto 

12 Any alteration s made to tbe plans and specifications which aze a par of this 

Aeement or anypro sion of thisAeement shall not operate o release any surety or 

siueties from liability on any bond or bonds attached hereto and made a pazt hereo The 

above teferenced sureties hereby consent to such alterations and waive the provisio ns of 

Page 4 of9 

I1PUblie 

lbM1aJWfP cpxvC0U4 IIeveniht YOrOT Srxi SiStl SL 

49 

E1t1 A IintN PYk1q Ayiecmml fPvC 8 TtsstliJYl 103 wwlduc

oM 1tIYC Ty ustusY Mvm ti Th vVl amr ivAeawac mnnn vi5 w4auK vadtsh1aYilsY 

Park ImprovementAeement 

Tracts 3438 Lineaz Pazk 

California Civil Code section 2819 

13 Neither the CITY nor any ofits officers emplayees oraents shall be liable to TGN 

and or TCN s agents contractars or subcantractors for any error or omission arisin out 

ofor in connection with any work to 6e performed under this Agreement 

14 NeRher the CTTY nor any oFits officers employees oraents shall be liable to TCN or 

to any person entity or organization for any injury or damage that may result to any 

person or property by or from any cause in on or about the subdivision of af2 orary part 

ofthe lad covered by diisAeement 

15 TCN herebyaees to and shatlhold CITY its elective and appoinrive boazds 

commissions officers agents and empioyees harmless from any liability for damage or 

claims for dama e for personal injury includin death as 1vei1 as for dama e or claims 

for properly dama e which may arise from TCN and or TCN s contractors 

subcontractorsaents or employees operations under tlusAreement whether such 

opera ions be by TCN or by any TCN conhactocs subcontracters or by any one or more 

persons directly or indirecdy employed by or actin as agent for TCN or any of TCN s 

cnntractors or subcontractors TCN aees to and shalI defend CITY and its electi 

and 

appointive boazds commissions officers agents aud employees from any suits or actions 

at 1au or in equity for damages caused or alleged to have been caused by reason of any 

of the aforesaid operations CTTY does not and shail not waive anyri hts against TCN 

which it ruay have by reason of the aforesaid hold harmlessareement because of fhe 

acceptance by CITY of any deposit with CITY by TCN The aforesaidlold bazmless 

aeement by TCN shall appiy to ail dama es and ciaims for damages of every kind 

suffered or alleged to have been suffered 6y reason of any of the aforesaid operarions 


50 

IWOL1icKorka 

Smlfecpans Wti 11 YO eNabr OSrx 3851A FSf 7iL4 1ukl Apcoiw Pm e19Tfanli NIa sVR omuukJUe

au xaran c4dr nt mmruiirs vev us 35arrm 

Pazk ImprovementAeement 

Tracts343S Lineaz Pazk 

refened to in ttus paza agh regardless ofwhether or not CITYYas prepazed supplied or 

approved of plans aad or specificarions for the subdivision 

16 Neiiher TCN nor any of TCn saenis contsactoz5 or subcontractors are or shaLi be 

considered to be agents of CITY in counection the performance of TCN s 

obligations under thisAeement 

17 Prior to acceptance of the Tmprovements by the City Council TCN shal l be solely 

responsible for maintaining the quality of the Tmprovements and maintaurin safety at the 

pmject site TCN s obligation to provide the Improvements shall not be satisfied until 

after the CityEn ineer has made a written deteffiination that aRobli ations ofthe 

Areament have been satisfied and all outstanding fees and chazges have been paid and 

the City Coimcil has accepted fl e Improvements as complete 

I 8 

TCN shall maintain the Improvemenu and pay sen ice fees for the utility services for 60 

days From che time theImpt ovements are accepted by the CITY At rhe end of 60 days 

the gark maintenance and payment of service fees for the utility services shall transfer to 

the City and be funded by the maintenance Community Facilities District CFD 

19 TCN sball not assi t this Aereement widiout the prior rvritten consent ofCITI wluch 

shall nat be unreasonably withhetd or de3ayed 

if such consent is ven the terms of ihis 

Aeement shall appIy to and bind the heirs successors executors administrators and 

assignees ofTCt I and any heirs successors executors administrators and assignees of 

TCN and shall bejointly andser erally liable hereunder Notwithstandin the foregoin 

consent shall not be required for an assi ment of this agreement to an affiliated entity of 

TCN Properties 

20 

TCN shall at TCN s expense obtain and maintairt all necessary permits and licenses for 

Pa e 6 of 9 

LYuhGclVOrl 

rStlCRcpurtcC00o 11oan Nor 07179ct YJ951 F1fF8finorPSklmrgcmvsl YarcclBTr 3I MJlU25WwrtuII doc 

51

vu mav ssw cwu rrc vscuavl 

Park Improvement Agreement 


construction of theImpro emenis Priar to the commenccment ofImprovement 

construction TCN shall obtain a City of Lathrop Business License TCN shall compfy 

with all local state and federal laws whether or not said laws aze expressly stated in this 

Aeement 

21 Tllis Agreement and any amendments hereto comprise the entire understandin and 

agreement between tte partiesre azding tHe improvements to be constructed and 

dedications ThisAreement supeisedes all prior negotiaTions representations or 

agz eements 

22 The followinQ miscellaneous provisions aze applicable to thisAeement 

a 

Controllin Law The parties agree that this Agreement sha 1 be ovemed and 

construed by and in accordance with theIaws oF the State of California 

b 

Definitions The definitions and temis are as defined in thisAeement 

c 

Force Majeure Neither party shall be deemed to be in default on accounE of any 

delay or failure to perform itsobli ations imder thisAeement which direcdy 

results from an Act of God or an act of a superior govemmental aathority 

d 

Headings The paraaph headin s are not a part of thisAeement and shalI have 

no effect npon fhe construction or iuterpretation of any part of thisAeement 

e 

Incorporado 

of Documents All documents referred to herein and all documents 

which may from time to time be refesed to in any duly executed azuendment 

hereto are by such reference incorporated herein and shall be deemed to be part of 

thisAeeraent 

f 

ModificationoFA eement This Agreement shall notbe modified or be binding 

upon the parties unless such modification is agreed to in writing and sioned by 


IllLbGew xk uiT Rum 006 ItoemM oOi Trx 3a3851A 

52 

FPi B tiny Pvl mp Agrtem partel0Tm 1Y11030fi mumrY du

ss cev aRmmsa oaaa ut vs rwsicTvcramn cxcxr zaK 6i AAi1s 

ntipccsmxms3tke 


the parties 

g 

Severability If a coLSt of competentjurisdicrion finds or rtiles that any provision 

of thisAeement is void or unenforceable the provisions of tlasAreement not 

so affected shall rem n in full force and ect 

h 

Successors and Assi 

Except as otherwise expressly provided herein the 

provisionsothis Aaeement s6a11 inure to the benefit of and sha11 apply to aud 

bind the successors and assigns of the parties 

i 

Time ofthe Essence Time is ofthe essence of thisAeement and eac1 of its 

provisions In the catcularion of time hereunder the time in which aa act is to be 

performed shall be computed by exctuding the first Day and inclnding the lasY If 

the time in which an act is Co be performed falls on a Saturday Sunday or any Day 

obsarved as a leal holiday by CITY the time for performance shall be extended 

to the following Business Day 

j 

Venue In tUe event either party brin s that suit hereunder the parties agree tuat 

trial of such action shall be vested exclusiveIy in the state courts of California in 

tbe Co mry of San 7oaquan 


1WV66cNa lYW1RC ap OIMII lorn bcR as OT Trac 11J Sf l3Ff1g IiMa Pak Inry ASnT IPVCd 6Tn tJ1 IG 116 tomuati Jtt 

53

ati zs ac a3c nvW cs uvsrNi 

rac isaty1sa 

Iracts 3438 Linear Park 

IN WITNESSWF REOF the parties hereto have execated thisAreement on 

this day ofNovember 2006 at Lathrop Califomia 

A1 TEST Rick Caldeira 

City Clerk of and for the City 

ofLathrop State of California 

CPfY OFTATHROP a 

poUtical subdivision of 

the State of California 

sx 

Yc 

Rick Caldeira Gloryan a Rhodes 

Ciiv Clerk 

City of Lathrop Mayor 

FORM APPROVED FOR CTSE IN 2006 

BY Ti CITY A770RNEY 

sY 

J 

IiY 

tiV Stovall 

terim City Attorney 

i 

TCNProper ties PEaGerpotatmn 

c 

B 

Name Thomas Luckev 

It s Partrier 


NpuLl4 vmG Surtucponr toe t4uo enusr bv ilTTna 

lASSUSF3PxDLivwrvllmpnpr mcnilrv leinnlul9 19smnvuvkJoc 

54

drS4SVLsesGi Sci STdfnG 

tSanwGyueats 

rmtii YuYfu3 uvi Sr ar Xryao fi sa9 

CI QfLA IZYO J 1 

ti x 

Administr ction 

Transmittal Form 

Il7Hk 

J 

DATE November 30 2006 

T0 Rick Caldeira FR Yesenia Linnell Public Works 

RE 

TCN Properties Tracf 3438 Parcel B 

xM 

Deaartment Please advise action s you need taken on tlils document 

X Mayor sSi ature 

City Manager sSi ature 

CityManager sSi ature with Notice to Proceed NTP 

Nararizarion ofSi ature please specify Mayor and Deputy City Clerk 

X City Clerk s Signature 

Notices for Publication dates 

X Other PIease returu fuIly esecnted signed oridnal to Public Worl s 

Attention Xesenia Linnell 

Ciry Attomey s Siaature 

Date 

Notice to proceed with one 1 original contract returned 

Your document is being retumed for the foUowing reason 

Instructions are unclear 

Too many originals oniy iwo 2 originalsau horized 

No bond attached 

No insurance cerfificate attached 

Signer not identified 

Designation of Conflict of Inierest Code not identified on Contracf Tracking 

Form 

No action information compietedon Contract Tracking Form 

We are stiil waiting for signaturas or other information before document 

can be released Notice onlyJ 

Other 

Commenfs 

Signature 

Date 

55

Exhibit C 

CIT Y OF LATHROP 

PARK IMPROVEMENT AGREEn NT 

TCN ProperEies 

Tract 3073 Parcel B 

A Portion of the Linear Park River Park 

ThisAreement is made and eniered into tlus 7 day of November 2006 by and between 

the CITY OF LATHROP a manicipal corporation ofthe State of California heteinafter 

Q crt V 

s 

CIT Y and TCN Properties f 

rereinatter TCN 

On or about March 2 2004 the City Council approved Vesfin Tentative Map No 3073 

hereinafter VTM 3073 pursuant to Resolubon04 1626 Tract 3073 is locazed within the above 

referenced Vesting Tentative Map 

Pursuant to Resolution 041626 TCN is required to unprove any park tbat is within or 

adjacent to the 6oundaries of Tract 3073 Tract 3073 is adjacent to a pazk desi ated as Pazcel B 

of Tract Map 3073 TCN shall make said park improvements hereinafter Improvements in 

accordance with pazk unprovement plans and specifica2ioas that will be prepared on beha3f of 

ICN by a licensed Landscape Architect and approved 6y CITY S Director of Public Works 

hereinafterDvector Said pazk improvement plans shall be prepared after the final map is 

recorded for Tmct 3073 

NOW THEREFORE in consideration of CTTY S approval of the Final Map aad approval 

and acceptance ofthe Improvements upon their sarisfactory completion and in consideration of 

TCN consti af Improveraents in strict accordance vitli the tcrms of thisAreement al 

applicable lativs statutes ordinances rules andre ulations currently in force and effect in the 

CTTY the terms and conditions of whicb are incorporated herein by this reference the parties 

hereto mutually covenant andaee as follows 

1 TCN shall construct or cause to be consiructed at its sole cost and expense die 

Improvenients consistina of the pathways landscaping inigarion and other park 

EXHIF3ITC 

56

Park Improvement Agreemenf 


faciliries used in linear pazks TCN shali ensure that construction of such Improvements 

complies with the requiremenis of Califomia Labor Code sections 1720 and foIlowin 

this is a public project for ptuposes of the prevailin cva e taw The CITY shall reimburse 

TCN for land at200 000 per acre ofacceptabie pazland in accordaace with the 

Condition ofApproval for VTM 3073 at the time of dedicafioa oftl e parkland The 

CITY shaIl reimburse TGN for the cost to desi nen neer and construct the 

Improvemenis in accordance with the CFF pro ram The Improvements will be 

reimbursed at three dollars per square foot as adjusted perpae 96 ofthe SepYember 2 

2003 City of Lathrop report using the latest ENR CCI at the time ofPark Acceptance 

The pathway shall be reimbirzsed at ai additionaJ nine dollars per linear foot foot as 

adjustedper 96 of tke September 2 2003 City of Lathrop report usin the latest 

ENR CCI at the time o f Park Acceptance The total consiruction cost shall be marked up 

twenty eight percent to covet designen neering permits etc 

All improvements shall 

be constructed to the safisfacfion and approval ofthe City Engineer in a good arid 

worknlanlike manner in accordance with the above referenced improvement and 

specificalions the improvement standards and specificatlons of the CITY S Departrnent 

ofPub ic Works the applicable Ordinances of the City of Lathrop and the California 

Subdivision Map Act 

2 TCN s1 a11 commence work on the Improvements within 90 days after the final map is 

recorded for Tract 3073 Said work shall be compteted within twel 

12 months from 

the date the final map is recorded Determination of ihe required Improvemenis to be 

constructed shall be within the sole discrerion of the Park and RecreaTion Director for the 

CITY subject to the temzs of this Agreement and the Conditions of Approval for VTM 

Pa e Z of 9 

IVWIICWOrksl5ulrRCry ut qri111 bsm4ci oGTTm StAiTGV LinearPa2 4ry AYrcmm Yar cl aTran UDIO tE06 Ja 

57



3073 

3 CITY or i tsaent s shatl ai any rime durin thepro ess of the Improvements have 

free access thereto and shaII be allowed to examine the satne aud al material to be used 

therein If the Improvements or any part thereof are nof in strict compiiance with the 

standazds set forth in Pazagraph I above the C1TY may refuse to accept and may reject 

the defective linpro ements and or materials therein 

4 TCN shall secure the services of skilled personnel necessary to conshuct the 

Tmprovements CITY is not skilied in these matters and re ies upon the skill of TCN to 

ensure Yhat the construction ofthe unprovements is in the most skillful and durable 

manner 

5 CTTY S acceptance of che Improvements does not operate as a release of TCid or its 

bonding company from any guarantee hereunder 

6 TCNeTn and wan that the Improvements shall be constructed in compliance 

with the staadards set forfli u Para aph 1 

above free from any defects in work or labor 

done and from any defects in materials furnished Further TCN shall replace a11 de2d or 

unacceptabie plant material and repair and maintain the Imptovements in good condition 

in accordance with CITY specificarions for one 1 year after CTTY S acceptance of the 

Tmprovements 

7 Prior to acceptance of the Improvements TCN shall deposit with the City Enneer a 

Mainteoance ond in the amount of 10 ofthe estuuated cost of the Improvements to 

insure TCN replacemenY repair and maintenance of the Lmprovements in accordance 1th 

the terms of thisaeement 

8 Upon completion of the improvements 6y the SUBDIVIDEF2 and acceptance of ttie 


rPUnra crn saRR 

yeissLanuu lvmm hrNoa or rnaa ms ns reaea4 wwrcdamn oawoosaoc 

58

Pazk finprovementAeement 


improvements by the City CounciI the C1TY shall release the performance surety bonds 

to the SUBDNII ER Ninety days after completion of the iragrovements by the 

SUBDNIDER and acceptance of the improvements by the Ciry Gouncil ffie CITY sbail 

release the labor and materials surety bonds to the SUBDNIDER provided fhat no action 

has been commenced in accordance with California Civil Code section 3210 

9 If TCN in whole or iu part abandons the Improvements or unnecessarily or 

unreasonably delays constructian of the Improvemenks fails to complete construction of 

the Improvements within the time specified in thisAreement or fails to repair replace 

or reconstr any defects as set forth in Para raph 7 above CITY may but is not 

required to proceed to complete and or repair replaee or reconstrucE the Impmvements 

either by itself or bycon act for such service and CITX may eause io be forfeited such 

portion of any security depositedtl erein as is necessary to cover the costs of completion 

repair replacement or reconstruction incused by CITY Once action is taken by CITY 

to complete repair replace and or reconstruct the ImprovemeaSs TCN sl all be 

responsible for all costs incurred by CITY en if TCN subsequentty completes the 

work 

10 TCN shall fiunish and deliver to CITY upon the execurion of tlrisAeement the 

followin ood and sufficient siaety bonds and undertaldn s issued by a company duly 

and regulazly authorized to do a general surety business in the State of Califomia 

a 

For Performance Security in the amount of one hundred pzrcent 100 of the 

esiimated cost of the Improvements 

b 

For Labor and Material Security in the amount of 5fty percent 50 aftt e 

estimaied cost of the Improvements 


V W blicWmi35tldRrym vOOblll IO aYde av UTinC03 L1 FMRGInai 

Fvlt lry Ay nlPxel B Trxt 3013 0ll 04EOc 

59



11 TCN sliall comply with CITY S insurance requirements set forth on Exhibit A attached 

hereto 

12 Any alteration s made to the pians and specifications which are a parE of this 

Areement or any provision of thisAeement shail oot operate to release any sureiy or 

sureties from liabiIity on any bond or bonds attached hereto and made a part thereof The 

above referenced sureties hereby consent to such alterations and waive the provisions of 

Califomia Civil Code seclion 2819 

13 Neither the CITY nor any of its officers employees oraents shall be liabte to TCN 

and or TCN s agents contractors or snbcontractars for any error or omission arisin out 

of or in connection with any work to be performed under tivsAeement 

14 Neither thz CTTY nor any of its officers emptoyees oraents shall be Iiable to TCN or 

to any person entity or organizarion for any injury or damage that may result to any 

person or property by or from any cause in on or about the subdivtision of ail or any part 

of the land cove ed by this Agrezment 

5 TCN herebyarees to and shall hold CTCY its elective and appointive boards 

commissions officers agents and employees hannless from any liability for dama e or 

claims for damage for personal injuty includin death as wefl a for damage or claims 

for properiydama e whicb may arise from TCN and or TCN s contractors 

subcontractorsaents or employees operarions under thisAeement whether such 

operations be by TCN or by any TCN contractors subcontractors or by any one or moze 

persans directIy or indirecdy employed by or acting as agent for TCN or any ofTCN s 

coniractors or subcontractors TCN agrees to and shall defend CITY and iu elective and 

appointive boards commissions officers agents and employees from any suits or 

Pa e of 9 

LPvbGCltlwLZ5ia1T cwM1 LIX16 11 aKmFCtiov OT Trm OTJ SIA G Flt1TCV LincII PYk 1 hpmnan fYartrJ UTrac SQ 37 0 606 dot 

60

Pazk Improvement Agreement 


actions at Iaw or in equiry for dama es caused or alle ed to have bean caused by reason 

of any of the aforesaid operarions 

CITY does not and shall not aive az y rights againsi 

TCN which it may bave by reason of tbs aforesaid hold harmlessaeement because of 

the acceptance by C1TY of any deposiT with CTTY by TCN The aforesaid hold hannless 

aeement by TCN shall app y to ati dama es and claims for dama es of every kind 

suffered or alleged co have beeu suffered by reason of anyothe afotesaid operations 

referred to in thispara raph regardless of whether or not CITY has prepared supplied or 

approved of plans and or specifications for the subdivision 

16 Neither TCN nor any ofTCN saents contractors or subcontractors are or shall be 

considered to be agents of CITY in connection with the perfozmance of TCN s 

obli ations under this A2reement 

17 Prior to acceptance of the Improvements by the City Council TCTI shail be solely 

responsiblc for mainYaiivng the qua ity of the Improvements and maintaining safety at the 

praject site CNs obligation to provide the Improvements shall not bes2sed until 

after the CityEn neer has made a written determinarion rhat allobli ations of the 

Areement have been satisfied and all outstanding fees and charges have been paid and 

the City Council has accepted the Impro vements as cArrcple4e 

18 TCN shal7 maintain ttle Tmprovemeats and pay service fees for the utility sercices for 60 

days from the time the Improvements are accepted by tfie CTTY At the end of 60 days 

the park maintenance and payment of service fees for the utility services shall transfer to 

the City and be funded by the maintenance Community Faciliries District CFb 

19 TCN shall not assi hisAreement without the prior written consent of C1TY vhich 

shail not be unreasonably withheld or delayed Tf such consent is aven the terms of this 


1PUWicWOrhzS a1Reparu 006 

tuvv rt tTnv9TTrx tl1 S4t @ FM1nTGLma PvC Imp Ayern cat YVW6iru 0A Oi le04doc 

61

Park ImprovementAeement 


Areement shatl apply to and bind the Heirs successors executors administrators and 

assi nees of TCN and anyhe irs successors executors adminisirators and assi ees of 

TCN and shal be jointly and sevenlly liable hereunder Nonviti standin the fore oing 

consent shall not be required for an assi unent of thisaeement to an affiLiated entity of 

SUBDNIDER 

20 TN sba11 at TCN s expense obtain and maintain all necessary permits and licenses for 

conshvction of ihe Improvements Prior to the commencement of Improvement 

construction TCN shall obtain a Ciry of Lathrop Business License TCN shall comply 

with all locat state and federal laws whether or not said las are eapressly stated in this 

Aeement 

ZI 

ThisAeement and aay amendments hereto comprise the entire understanding and 

areement betweea the parties regarding the improvements to be constructed and 

dedications ThisAeement supersedes aA prior negotiations representations or 

aeements 

22 The follotvin miscellaneous provisions aze applicable to this Agreement 

a 

Controllia Law The partiesaee that this Agreement shall be govemed and 

construed by and in accordance wifh theTaws of the State ofCa u 

b 

Definirions The defuutions and terms aze as defined inti isAeement 

c 

Force Majeure Neither party shall be deemed to be in default on account of any 

delay or failure to perform its obligations under this Agreement whichduectly 

results from an Act of God or an act of a superior governmental authority 

d 

Headin s The paragaph headind aze not a part of tivsAeement and shall have 

no effect upon the constructioa or interpretation of any part of this Agreement 


lPubticll SaRNep tu Odfi 

lFe cmberVOV OTTrx tTSIA C FM TCT Li Park1 Tgeemen PSUI 6Trx JC3 D IS O4Joe 

62

Tracts 3073 Lineaz Park 

e 

Incorporation of Documents All docnmenu referred to herein and all documents 

which may rom time to time be referred to in any duly executed aznendment 

hereto aze hy such reference incorporated herein and shall be deemed to be part of 

tivs Aeement 

f 

Modificarion of Agteement This Agreement shalI not be modified or be bindin 

upon the parties unless such modificarion isaeed to in writin andsi ed by the 

parties 

Severabiliry If a court of competent j urisdiction finds or mlestl at any provision 

of this Agreement is void or unenforceable thepro sions of fhis Aaeement not 

so aff ected shall remain in full force and effect 

h 

Successors and Assi 

Except as otherwise expressly provided herein the 

provisions of thisAeement shall inwe to the benefit of and shall appIy to asl 

bind the successors and assigns ofthe parties 

i 

Time of the Essence Time is of tfie essence of thisAreement and eac1 of its 

provisions In the calcufation of tuue hereunder the time in which an act is to be 

perfozmed shall be computed by excludin the first Day and including tIie last Lf 

the rime in which an act is to be performed falls on a Samrday Sunday or any Day 

observed as a leal holiday by CiTI the time for performance shall be extended 

to tha foilowin Business Day 

j 

Venue n the event either party brings that suit hereunder the parEiesaree that 

trial of such action shall be vested exclnsively in the stateco rts of Califomia in 

the County of San Joaqnin 


sudicwutcSiaQltew aa VO 

erxM1Vavoraae uns nTnTiG Linwrad vvnpernwt 

eacdoTrwlo ol sas ma 

63


IN WITNESS WHEREOF the parties hereto have executed thisAeement on 

tlus 

Day ofNovember 2006 at Lathrop Califomia 

ATFEST Rick Calden 

City Clerk of and for the City 

ofLaBuop State of Califomia 

CTTY OF LATHROP a 

political subdivision of 

the State of Califotnia 

Y 

Rick Caldeira 

Citv Clerk 

r 

BY 

Gloryanna Rhodes 

City of Lathrop NIayor 

FORM APPRO VED FOit USE IN 2006 

BY THE CiTY ATTORNEY 

SY 

J 

W StovaIl 

rim City Attomey 

V 

TCN Pro fo a orpo tion 

By 

Name Thomas Lackev 

It s Pariner 


PUlilie 

VUfLt15uRRryan tl0o I1 YO arteribv OTTra 

303 S1A 3FSiTG linex Puk Iiry Agaemem PS eel D TnaPil m 1Y Mdoe 

64


ministration 

Transmittal Form 

F 

S 

oF 

AT 

DATE November 30 2006 

TO Rick Caldeira FR Yesenia Linnefl Public Works 

I 

RE 

TCN Prop erties Trac 307 Parcel B 

x 

Deparbnent Please advise action s yott need faken on this document 

X Mayor s Sigiature 

CityManager s Signatise 

CityMana er s Signature with Notice to Proceed NTP 

Notarizafion ofSi nature please specify Mayor and Deputy City Clerk 

X Ciry Clerk sSi attue 

Notices forPubiication dates 

X Other Please return fuliy executed signed oribnal to Pubfic Works 

Attention Yesenia Linneil 

City Attomey s Signature 

iWrtrftrtrrri tirt axrirttir 

trtie 

Date 

Notice to proceed with one 1 original contract returned 

t 

Your docume t is 6eing retumed for the following reason 

Instructions are unclear 

Too many originals only fwo 2 originals authorized 

No bond attached 

No insurance cert cate attached 

Signer nof identified 

Designation of Conf icY of Interesf Code not iden6fied on Contract Tracking 

Form 

No action information compieted on Contract Tracking Form 

We are still waiting for signatures or other information before document 

can be released Notice on3y 

Other 

Comments 

Signature 

Date 

65

Exhibit D 

C1CSi Rtbtdzd6ht 

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7i7 

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i 

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iPrfan cap ng aad tFainter ane ircc 

eorr amZa 

df carff messz4z 

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Aun So r9nv 

DATEFhrch 2bD9 

rr ortajw 

IzFro 

Tac zas 3sQb7 

t387S MtYG vRd JE7S MantFiei d5E z 

La3rop CA sGtR 

LOCA IGi E Beiiv rB onRhucst Tav rCfr 

PitOF1E l2D319 35nd Pa239 950 o Cii atFtlnA Si AT E CA 7f 

RD HGc 3UOTAfiIdHSaY1 JE47 T CHAHCtrR kY10Et1 d77o1 F dFSF x2 d UAt isigna2 Yul y 

ompJc iaiPY Ufs or ei rsc sY 6e reUi@edaua ay7a17 irgyyzFn atlanIcPaO t0 

C09ef 4cT fYAKE3Si 0V4 1C 

17c EM6 

cSCRI fDId 

Ya iltlrcaging 

andMainfzfain rA tmxwlLPiro vidallia Ia6 Pa tdmatcrla s 

hscaP lrSznd Imgaifhn riheTciW eOtteSlroC4saaP acciCNng fdpt ri pmt lded 

51tjds 

tgtrcera 3EF o2k mfis nitp vin5c aP caYidns 

SS7L rcsratx 3rotat 

ar aisa svdrdrL 

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xiram Nq in rd sd7 fiVd Sac Vallcy MAias 

spp 

2Yalf j47 pthgYv be 9i ep rineW eLs ndi 5efcu slesi2r guric rpz1 

enizriadasphaltn 

rnncxFe 5anching boP 35i n4 fnd78Eaece ti 6jiGs 

xtA sua ly iaLIpoqfori 5d zi eaari LSVpP jec rnuollrt ic bs uQ cr 

vW e3SpoEi s 

41aaF 16 ffA qe uo774 or 2hWSty Uaitae prSSe iS 

1 

5 ITnzYlfti 

Hl ce R nod is3c3 20d Ei4LVl 9 h6 af GS a1e ec dltt a PAmved 

6IThia isai ti tadwrai mrokifeta 1yViQbted li aodcries sYshsrt 3cspt pipe 

Ydll 62LP13 1Y 2i LiIIafor li3Pa3 LIt1 Wa12 RGt ii2LS 

7Tn5 ys Pa1 ciriT1Y fi Sta n5fY ap a8FV72 55 ij1CSL IILf DiY L 

Gtana7kwy Va3uRiefpros rlSEb hio iWoak trirun GieepArsst 

z 

S 

Irsiors cer ivrak ifsid ujovxp 42a1 Ywz cns wreti eiqs rkrrJ LcenEi6fr 

ayiUl9CtL cucl2mirbn eows7Tcnats nct rklortpta snxi 

irTisz tgu25es hrs rssra rturir ar airta cde pi 

I 

7uQCtaswa rm tr 

SEt EIIY zJb77 EfOUS N6 EiR7LdpRSYFFFt Ntt 

DOL ARSJtND N6 GS 

TS ANPC6tJf3C IONS 

oJ ri 7E5Rao 

I 

PA1T 7EhlT TO 3Eb7k E45 FO LLOWSay rctf due hythe 40thoFtbe foilnwing mon ST paymcot 

due 1 fulfumr mnp tio 

NiiAGpJUM 9PKSfWc sf COLiWIt53WLG 9E 

Rc POKS7 LFReILUNGpRSIIMEGHaR SCRORNEYf SCOU CCOST 

t7pL 7LRAliDN ORt1Y 

Vi710NFROJ 

SA90VE9PE IFICAtidN MIDLVR FKfttAGt ST5W 

BccEC1TiLD 

DNCY UPONuR17R7OROcR 

ND WILE 8c WMEANTC1 RGE 

PVC2HlFQA 7V6 

PONA CoTAYVCFO 

SFIISGQNTr 7Gl PL 

LtCtZFASRiJCIC JA ITO SACL ri FAN3 ic1 

wC 

BY rl 

naul y4Avff Ycf lnxi 

i 

PTEGflATc U7 2C0rVallept 

BY 

TL 

f VtN 

volSGon 

an3ngnuntant 

rnileglandSCaAln9 mairGe mnce IilXj 

jIiPane 

66

Exhibit E 

AG32EEMEIVT hy and among 

CITY OFLAT 20P CALIFORNIA a mnnicipal corporaiioa 

and 

tN PROPEKTIES IP a Califoruia lmtifed partnership 

anst 

LA VDSCPINGAFDMAIN TE TANCE IltiC a Catifora9a rnrporafion 

For the improvemenY of a portion of Manthey Raad 

Thist1 

eement Agreeinent is madc aud entered mto this1 ofr20I bp 

and betw een the CITY OFLAE7T dP a mvnicipai corporation CITY TC PAOPEI2TIES 

LP a California limited gartnership TGN and VAT LEY LANDSCAPLVG TJD 

PrIANIENANCELC a Califomia corporafionVAI LEY CI1Y TCN aad tIr1LLEY are 

some2imes referer cedhrein collecfive y as PART ES 

A 

RECITALS 

TCN nd the CTTY previously en ered into aDevel pment Agreemeisi regazding 

hlossdale Landin SauYh DeveIopment reeorded Juty 6 2005 Recordec s Serial No 2005 

2b394 in the Official Records of the Coimty of San Joaquin Catifomia the Develapmer t 

Agreev nY 

On March 29 2Q45 the Pla nnina Cammissien adopted Resofution OS 44 to 

arove land use entitta ents for MossdaleLa ndingBsiness Pazk consisting of approximateFy 

7 84 ac es inciuding ten commcrcia2 buildiugs totaliug appro timaCely211 dQ0 scgti3re feet hhe 

C P7usuant to tse DevelogmeatAement and the condirions of the CI7 Is 

approva of land use entitIeme s for the Project including but not limited to Defetred Frontage 

Imptovement Agreemeni310 tarnfanthey Ro2d and Towne Cernsc Drive ed da December 0 

2SQB TCh was requued to campletc among other improvemeats 3andscapino imprasements 

aion the west side of biauthey Road from Towne Czntre ta f3raoktar cst Laudscape 

Improvements 

D TG entered into au reement with VALLEY on or about biarch 9 2009 

wherein VALI EYaeed to complete the required Iandscape Improvements at a tal aas oC 

73 470 as detai ed in the writien eontraei cotumonly referred to as the Massdale Landing 

Busin ss Pazk Manthcy Road gubtic works project job number 1451 the cvnhacP j a cepy of 

vh sch is attached hereto as Exhibit A 

E 

VA LLEY pamally compieted theiandscape Improvements pe rsiant to che 

contract but paused worii on the coatract wl en TCN failed to pay VALLEY Vr1LLEY time f 

and proF edy served a preliminary 20 day natice to TGN and eIYse azdiag TCN s failure to 

pay Vr1I LEY then served upon CIY a verified staprnfice in the fozcn and time ptescabed by 

Page 1 

67 

EXHIBITE

Law SubsequernlyV1I TEY filed an action in 5an 7oaquin Couaty Superior Coux Case No 

39 O10 Q0252352 CU BGSTK entitted a17eyIenclscaping and Mmntenco ce Inc vs TC1V 

Ppertie 

LP et al thE Action seeking to recover money owed ta VALLEX plus attomey s 

fees acd costs for work performed under several contracts between VALLEY and TN 

inctudiag ihe contract for Landscape Improvemeats and to enforc 

the scap notic eVALLE Y 

serced on the CIT Y as well as a bond issuecl by DEVELflPERS SLTRETY ANI INDENINI CY 

CQ bIPA Y DEVELOPERS 

F This Agreemerti relates solely to the wrifien conhaci far Landscape Improvemens 

ident ied in paragraph D andti e clai s in the Actian againsk the C1TY and TCN relating to the 

Iaudscape Improvements 

G 3nis Agreement establishes the terms and canditivns by which Use Ci y will use 

the 67 Od0 security posied in tke for of a 1ettEr of credit dated cto er 3 2flQ8 issncd by the 

Bank of Agcicnl ure Fi Commerce capy of which is attaehed herew as ibitBLOC to 

comglete a partion of the regcciredLan scape Impmvements as detailed inEbit C 

NOiTf FREFORE in consideration ofthe foregoine Parties hvrebyaee as fotlows 

1 IZelease ofb7 000 of LOC to Citv TC and CITY hereby jointly conscni acd 

dirc ct Ba k oF Avricultuze Commerce to pay to CITY the full G7 00savailable puisuant 

to the LOC so that CITY may nse said sum tapay VALLEY as derailed herein specifically in 

seetions 3 S and 8 herein below 

2 Vatiev s A2reement to Comp e3e Certain Improcemznts alonv htanthev Rc ad 

VAILEYarees to perform the entire scope of wrork listed in its proposai to the CTI Y dated 

7une 30 2011 a copy af which isattacb ed hereko asEibiiCRemau in Work to tlte 

safisfaction of the ITY PubticZJorks Director and to ths specifications dcta llcd inExht C 

ir clitdin conplecing work fln The desi ated areas carmisting ofappro mateiy393 squarc feet 

located in ont of lots thaf have been develooed Devetoped in thzstl reement is defincd as 

lots tftat have been built ont ox aze oLhenvise occupied by an wner or tenant 

Iirst Pavrnent co Va11ev VAIZ EY agrees to cammence said Remainin Wark 

uithin days af er rzceipt from CIT Y of the First Paymetrt Of41 73t130 vhic represeirts 

papment n fuIl for all wvrkper ormed byV4Li FY Erriar to the date of this Agrc ment minus 

10n reten tian First Paymevt 6y CIT 

4 

Tiuce to Comnlete Rerrsainina Work VALI EY agrees to comglete all Remaining 

Work and provide C1TY Public Works Direaor wzitEen notice thereof Notice of Compiefion 

within 60 days after receigt of First Payment from CITY 

5 

Second Pavment Withi 10 days oFtiALLEY s Nc tioe of Completion to CTIY 

CI tY agzees to issueVI LLEY a pavment in the amauni of t3 569 70 regresenting the Secend 

Paymcnt to VALi EY minus 10 to reLentioa SecondPa vieni byCTY 

Page t 2 

68

6 Irrevncable Offet ofDec ication bvTV and Valley to Citv TCN andVAI LEY 

hereby irrevocably offer to dedicate to CTlY all impt ovemenis that have been completed by 

VaL1 EY and aL Remaining Vw ork that will be comgleked by VALLEY pursuazrt to fhis 

Agreement 

7 Ci vIns ection and Accentance ofSVork bv Va tlev TJpan meeipf of Notice of 

Completion CITY agcees to timeiy inspeet work campteted b9VP LLEYdcontinue toiz scect 

worktl rou 3aouE the 9fl day maintenauce period The 4Q day mainten2nce period commences 

when VALi EY sends the Notice ofComple on to the CI7 Y CIT Y agreasto pre ie ALLEY 

written naiice of any cancetns with VAT LEY s perfo anec and Vr1LLEY agrees to rime y 

addzess CITY s concems and casect any substantiaTed Frobiems witfit1Li FYs perfaanaace 

ar maintenance Upon expiralian of the 94 day maintenance period and VALLEY s successful 

conecfion of any problems with VALLEY s wvrkien rified by CI IY in writing prior to the 

expir 2ion of the 90 day maintenance period CZTY ap rces to pro ess for City Covncil 

considcration of the full acceptance of ail work gerfatmed by VALL Y pucsuant ta tttis 

Agreement 

Finat Paytnent to Valicv from Citv CITY agzees to issueVILEY a Final 

Fay in the full amaunt of the6700 retentioa ihe 14 lo heId fcom First Payicent and 

Ses ond Payments witfun 5 calendar days of acceptance of wei3c by the Lattuap City CounciL 

9 Di missai of CTTY bvVt1LI EY from Action Within 5 business drys of 

VALLE is receipt of ibe First Paymeni as set fatth in Pazagzaph 3 afti is Agmement Vt1LLEY 

shaJl clismiss tivith prejudzce CITY fromtre pending Aotion refercnced in Pzragraph E hetein 

ahove 

10 I3ismissal af DEVELOPERS bv VALLEY from Actibn Within 5 business days 

of VALLFY s receipt of the First Payment nm CTI Y as set Furth en Puagraph 3 af this 

Agreement Vt1LLEY sball dismiss with prejudice DEVELOPERS from flze pendin Actian 

referenced in Paz E hercin above 

11 Settlement an Release Except to eniorce the terms cf thc AgreemeniTCN and 

VALLEY hereby each izdividuatlp release disc ge aud cavenant nat to sue the GTI Y or the 

CITY s officers directors parcnersenployees represeatatives succe csors sulmidiaries 

attomeys from any and alI cla ms demands actions abilitizs dama es dcauses of actiou 

incIuding costs and attomey s fees referenced in the Aciion 

12 Civi Code Section 1542 GYrth the exception of the abligarions Cthis Agreement 

aud only with respect to the rele es given in section 1Q above the parties each wai e theiz 

ruspctiveri ts given by Civil Coe Sectian 1542 ofte State of Callforaia wbi h reads as 

foliows 

gea release does not eactend ta cIaiias wliich tJze czeditor 

does nat 1mo4c or suspecE to exis t in his onc favor at the time oP 

executing the reiease whioh ifiocvn by him cr her musf have 

maYeriallv affected his or hex setllement with the debtor 

Page 3 

69

Each offe parties sndecstands andact navrledges thencance and consequt nce of 

this specific waiver ofCa ifomia CiV i1 Code Section 1542 azd fiuther repzzesents acknowle3pes 

d agrees th2x its Imowing andrwavier af the pro isions of Catifomia Civii Cade 

Section 2542 is an esseuLial and material term of thisAeemern witfiout wEricla the consideration 

set forth herein and reIating hereio woutd not have beeu delivered 

13 Consuuction Access The C1TX or its agent s shall at any time durin 

compiefion of Remainin 7ork have free access thcreto aad shalT be ailowed to inspect and 

examinz ihe work and aLt material used therein Tf the Rem sn ng Wark or any part hereof is 

not in compliance with the staadards set foi above the C1TY may refuse to accept md ac 

re eet tfie deiective Remaining Work and oz materiaLs used thereiu 

14 

Personnel VAL LEY shaD sec 

thest rvzces af sialFed persozluel necessary to 

comnlete the Itema vii g4csck The CITY is deemed tn not be sldlled in ihese mattets andre ies 

upon the sl of VA LLEY or its retained personnal to ensure that he cumpletion oi the 

itema ng Work is eondvcred m a proper andwori nlike manner 

I5 Wauaniv VALLEX guarantees d wazrantstl ai theRe En ng Work si all be 

completed in coeiplianca viith the stavdards set forth sn this Ageement fTee om any detecxs 

and suitably con structerS to he reasonable satisfacrfion of CITY Further ALLEY sl Il 

wazzanty the repair andmarnr ne oi the improvements in good caodition and in acc rdance 

with CITY sgecificafions for 90 aas after theiVoiice of Completion and unfi3 acceptance of 

improvemeafs 

16 AUandorunent IfVAI tiEY abaudonste Remaimng Wark m whole or in parf 

or unnxess lrily ar unrea oaably delays completion of he Remaining Work refeued co in 

Exhi oit C ar otberwise fai s to complete Remng Work within the tuae speci3ied in this 

Axeement CITY may but is aat reqtired to comglete repair or reconstrucc Rcmauiin Work 

asaropriate e4ifier by itself or by contract and CTI Y shalI have a contracmai zight to deduc 

the cost of said work firomV4LLEY s retention held hy C1TY Once scuaa is twken by CETY to 

campte repai reg ce or reconstr ot the Remaining Work VAi LEY shall be responsibl for 

a1 costs incuxred by EITY ceIafed to such compl eticm tcgaiz seplacemenr orrecaus ucrion 

11 PerFormance Guarantee Acceptauce of all or any porfion of swpe of work 

detailed iuFxhibit C by CIY staff shall not release VALLEY fzone any guarautee hereundc 

The ldo hsid hy CTl i as security shail be released anly upem expiration of the 40 daywarranty 

peciei and Ciry Counczl acceptance of the Remainin Wotk 

13 Ta Liabilitv Neither the GITY nor any of ifs officers employees or agents st ali 

be iai te to TCN arrALLEY and or their agents contx actors or su6contra ters for any erzor oz 

omissen riCi out 4 or in aannection with auy wo c to he perfozmed under this Ageement 

Nei her the CIT Y aor an of is afnccrs employees or agenu shsll be liable tc TCW or 

VhI LLY or Lo any person entity er organizatic 

for an snjnry or damate that may resuit ro 

any person ar property by or from any cause in on or about tCe subditi cf aU or any part af 

the and covered by this Agreemeat 

Page f 4 

70

19 Indemnitvv TGTT TC23 hereby agrees to d sball indem nifg and hold ihe 

CTI Y its elective and appointive boards aud COrnmiccl II3 officera agents and empioyees 

harmless from anp tiabi ry for damage or ciaims which may arisefi omoations under ihis 

rlgreement by TGN urTCN s coictractars subcantractars agents or employees whether such 

operations be by TCt or bp any of TCN s contzactors siibconfractors agezds ar emp ayees oz 

by any ane or mare peisons ditecfly or inciirec ly emplayed by oz aciin as agent for TCN or 

any af TCN S C071tCdCCOIS OL 3UbCQII1Z8C14CS TCN 3gL285 tA and sha 11 defend witb co asel 

acceptab 

tn the CIT Y and ifs etective officers and appoirrtive boards and cammissions officers 

agenis and employecs from any lawsuits crr actions a iaw or in equity far darnages or claims 

caused or al3eged to have beea caused by reason of any of ttieaorasai 2aerations C1TY daes 

ut and shall noi waive any righhts against TCN which it may have by ieasan of the aforesaid 

defense indemnity 3nd 6old harrIIless agreementbause af the 2cteptarice by CIT 

of any 

deposit or security from TCN 3he zaresaid defense inc emniip and hoid harm3ess agreement 

by 1CN shall apply to ati damages and claims far dam ages of every kind suffered or alteged to 

bave baen suEfered inclndanw unitarion death or injury to petson or praperty by reason 

of aIIy of the aforesaid operations regaidless af tivhether or nat CE FY has prepared supplied or 

approved pl s arsge cations for work relatad La the afaresaid operafions Nothing herrin 

shall abti ate TCTT to iademuify CTTY for any uegligence or wilfCiil misconduct of CTI Y or of 

any tbird parTy other than TCN s contractors snbconiractors agents or employees 

24 Iademnitv BvVAT LEY V61 LEY ereby agrees to and shail indemuify azid 

hoId tkie CITY its elective aud apporutive boazds and commissions ot icers agems and 

emptoyees harmless from any liablity for dama e or claims which may arise from operations 

under this Agreement by VALLEY or VALLEY s con actors subcontractors agents or 

emFioyees whether sucfr opetaTiocLS be by VALLEY ar by anyof VALLEY s cantr ctars 

subcantractors agenLs or employees ar by any one ai more persons dir ctly or indirectiy 

emptoyed by or actin as agent for VALLEY or any of VALLEY s contract rs or 

sixbcon ctors VAL LEYarees to and sEzatl defend with counsel accegtahle to the CTTY and 

its elective otficecs and agpointive boazds and commissioas afTicers agents and employec s om 

anyla vsuits or aciio s af Eaw or in equity fot dau aes or claicns caused oc alleo to bae been 

canscrl hy reason of auy oF the aCoiesaid oparatiqns CTPY does uat and shail oot waive any 

ri ts ainst VALLEX whicfi it Enay have b reason af The afaresaid defense iudemnity and 

haldkaanl ss agzeemem because of the acceptant 

by CITY of any dep sit or sec uaty frem 

VALLEY Ihe faresaid defense indcmnit and hod hacmte5s ageeYnenz by VALLEY sfialI 

agply to aIl damages and ciaims for daraages af evsry kind suffered ac aile ed to have been 

suffered including wiihoutli itatinn death or ivjury to person or groperiy by reason of any af 

tbe aforesaid operaLions regardless ofwhether or not CITY has prepare svpplied ar appraved 

piaas or specifications for workre ated to the aforesaid apetafiaas Nothing herein shall oblipate 

4tlLLEY to indemnify CITY foi any negliaence et vriIL ul misconduct ci CITY or of any tbird 

party other than VALLEX s conuacYors subcontraators agents otemp oyees 

21 

tioAency Relaiionshsv Neither FCl aorVLLEY nor any oE theiraenU 

contractors subevutractors agents or empioyees aze or srall be considered ta be agen of Cfie 

CiTY in cannection with the peiformance oftheir ablations under this tlgreement 

Page J 5 

71

Z2 

Maintenance oP the Remaining Work Prior io accegtance vf tEie Remaiouig 

Work by tbe City Counci as set forth in Paragragh 7 of this Agreement VALI EY shatl 6e 

soiety responsibte for maintataing rhe qaality of the Rezn n1rig Work and msiatr safety at 

the site VALLEY s obli3alion o complefe the Renaining Work shali not sfied anal the 

CITY Peblic Worics Uireetor has made a written determination thaz atl obtigations of this 

Agreemen lsave beansa isfied and aii outstauding fees and chargas have been pai d and ttie Ciiy 

Council has accepted Remaining Worlc as complete In ao case however stzail VAIEYs 

obligacions exceed the 9fl day maiatenzince periiod as sct forth fn Paragraph 7 of this Agreement 

23 Assignment Neither TC nor VALLEY shall assign fhis Agreeinent in whoIe ar 

in partxithaut the priorwcensent of tbe CTTY and any attempt to do so shafl be nuti and 

void The ter s of this Agrezmeut shall apply to and bind he heirs successozs execakars 

administratars and permitted assig 

of CCt az VAI LE aud each shall be jointly nd 

setierally liable heseunder 

24 

Gomoliance with Laws VALLBY sk al at YAI LEY s expense obt in and 

m2 tntain all neeessacy permits and liaeases for coElglelion of the Remaining Lork in 

perfom ance of thisAgi VALLEY and TCN sl atl comply with all applicab3e local state 

and fcderal iaws tivhether or aat said laws aze expr slq ider tified in this Ageement 

25 

FinalAreeme t This Agzeement and theExiulrits amched to ii camprise the 

entire nnderstandin andaeemmt between CITY TCN and VALLEY regarding Cl IYS 

dismi4s 1 frnm ihe Action ThisAmeut supcKSedes atI grior negotiatipns repmseatations oi 

agreemerts with regard to the Lascdscape Impravements 

26 

f3ther Issues The parties acZmow iedge and agree ttat tlzis A2reement in no way 

effects resolution of other issues cuneatly outstanding between tLe CITY ar d TCN or betwe 

VALLEY and TCT ztzcluding bui na limited to the offier cIainis in the Action against TCN 

27 

Miscel aneous The fflllowing provisions are agplieat 

to thasrgreemeat 

ControIling Lav The par s agcce ihat thisA shail b govem ed an3 

a 

constrned bi and in accordance with tha laws of the State ofCalifomia 

b Force Mai cure Neither party shall ba deeraed ta be in defiutt an account of any 

dc ty or fail1ue to pezfarm iLS obligations under this Agrecmcntti Iuch directlysIt from asa ct 

of God or an act of a sugerior governmenfa3 aufhority 

c Fiead aags The paragraph headings ate not a part of tBisAeement and shaII 

hace noe2ect uponte canstruction or interprelatian of anp part af thisAeement 

d Incorporatian oP Docume s All documents referred to herein aad all documenu 

which may from time to time be refeaed to in any dttl executed smendment hereto are by such 

referenc 

incarporate herein aad shalI be deemeii to be part a this Agrecment 

Page 6 

72

e Modification of Agreemenf This Agreemeat shatl not be modified or be binding 

upon the CFT X TCN or VALLEY mless such modificatioa is agreed in cvriting and signed on 

bebaif of alI thr Parties 

tl 

Severability If a court of competent juzisdicfion deteimin s ttay procisian of 

tnis Asreerrxent is void or imenfqrceable the grovisions of this Agreemeni nat so affected shaB 

remazn in fuil force and effect and io tFiaY end the pmvisiflns ot this Agreemeni are sevcrable 

g Time of Essence Time is of tfie essence of thzs Agraement and eac h of tts 

provisions In the calculation of time hereunder the timer in rvhich an act is to be perfotmed 

shall be computed byeccludiug the first day and includiu flte last If the time in which an act is 

to be perfrnmed fa ls ofl a Saturda y Sunday or any ciap observed as a Iega2 oliday by CTII the 

tim for perfonnance sliali be esiended to khe following ousiness day 

fi 

Venue In the event zzther party brings suit here der the pzrties asree thattriaf 

of sueh zction shati be cested exclvsively m ckhe state courls of Califaz iai the Coumy of Sau 

Joaquin and the parties consent topersonal tuisdictifln therein for any sait hereunder 

i No aini Venture Notfa ing in this Agzeement shatl be deemed to creaze any for n 

of busmessoaanization 6etween the parties inciudi g withoui Iimitaficin a joiut venture or 

partne ship and neiihcr party sbatl have any tiduciazy duty ta the other by virtue of this 

Axcement Except as eacpressly provided to he consary in tis Agrccment nothing cpntaine3 

in this Agzeemeat shall aatfiorizc or empower any patty to assume ar create any obligarion or 

Siability whaLSOever express or implied an be3 alfo tfie ather party or its prop ty 

j Attoraeys res In flze event of any action orpra eeding instituted by or between 

fhe Qarties in cannec tion with ttvs AgreemenL then the prevailing party shal be entitted to 

recor from thenon grev ailing partyit aetual andrea onable costs and expenses inco nnection 

with such actian or proceeding pre or gosT dcision including bnt not limited to mediation 

costs coar costs and attazueys aud errs fses and disbursements 

k Counterparts This Agreement may be executed inco mtezpm of which 

sball be deeraed an originaI and atl of which together sha11 be deemed UneAeemeuc Lny 

siened eopy of tliis Aareement eacenuted hy eitherpwrsch is ransmittec4 via facsimile to fhe 

otherpty sball liave a binding effect a tizough an executed eriginal were pezsnn ly detivered 

as part of an enri 

originaI af filais Agreernent 

STGNA iL22ES ON PtEXT PAGEj 

Page 7 

73

IN VJINESS WI IZEOF the parties hereto have executed this Agretment on ttus 

1 day of 201 l at Lathrop Cali omia 

bu 

4TTEST Mitzi Ortiz 

CITY OF LATHROP a 

City Clerk of and far the City 

municipal carporation of 

ofLathrop StaYe of California the State of Calif ia 

BY 

BY 

NU rt 7 5 

Ciry Clerk 

pvlayor 

APFROVED AS TOFORM 

BY 

Salvador V NavarreTe 

City At4ornep 

c 

TCN Properties LP a CaLifornia 

Zlrr ed Pazine Sh2P 

BX ItsEienezaF Partazr 

Cattie LLC a California 

Limited liability company 

Valley Landseaping and Maintenance Inc 


BY 

Cathie A Luckey Member 

i 

BY Cd j fti r 

ponald V Oliver President 

Page 8 

74

lN WIT IESS VJFTF iREOF fhe parties hereto have eacecuted thSs 

day of August ZOl 1 atLitkrop Califarnia 

Agrcemei3t an this 

TCEST NFitg Oztiz 

City Cteck nf anc3 for Ehe City 

cE LUirop Sfate of CaliFornia 

CTI Y OFLTEIRQP a 

municipa2 cocporatios of 

thc State ofCaIi arzua 

t3Y 

INitzi Ostiz 

ity Clcrk 

BY 

J Chaka Satxtos 

Mayor 

APPKUVr D AS Td POiLWI 

a 

Salvador V Navacrete 

City tLOrney 

fiGTI ProperEias LP a Galifornia 

timitcd paztnership 

BY IIssen rel Partnar 

I3Y 

Cathie LLC a Caiifurnia 

Limite liability company 

j 

athie A Iu ey etttber 

f 

l i 

Valley Landscaping aud MtiSutenzuice Fne 

a GaliFnrniaCorp cation 

BY 

Gtl 

Danaid W Olicai Presiden4 

Page 8 

75

i 

arierac izw oa vau EVamsca 

czuora NafeEr Nr 

a sfea 

I 

7CN ProwY ies 

Ffn Soe ier 6ovor 

vile landseap rg ac drriai fe anc iRC 

RnaQ Pitonc 203 333 3aa 9 

5 

7t39j3S9 66Gi 

iSOU tS Lox i Sattsmer ia 

Lut CaLTacnh 95242 

mSaosas 

Li ssM1U rai Paz 

DSF 1arc6 9 2DJS 

t297 Sh1a Ly Rd 1CJ3 tanthav St scaD 

hra CA 9SE2 7 if1 AT 3v Prvr n Bro7knurst Ct7we Ctr 

Fi ION lt039St FPtSEL 95n5 

IfY in SrA fE CR 

NOitC c UOTAl1QN5SJ 9JECi TO eHAtiGE OR CANCELLAT715N AFi c 30 3AY w A signed fit ly 

comr74f u7 capy n Lis orJar rr tsi be ret imed to Vatlxy LanCSCdFittq ElatltLa3tatice 7nc PfaOF TiJ 

C6Rih7cNL lREN7AYJDT iC 

Ztf 

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c7cSC Pi10ld 

jNIi Uivi 

Valt 3 LarCscap ng andFriEeranw Erac trID FO nde ha aaand maY Xlets tavt h11 tha 

tzasep4iig atia Srttte avneCise Stescz prneter 

GYOo szvj3e5ign rEusdil 3seataLu5 e6e rz rcs 

tkcELE kd8iAEr2Cd e3nRd itt K2c tMf1 3f iCh 

eoC 5v ailattserain koccrz 

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nc Srenchinghcnn5 1a k5Satlfl 9 xcugnPa EmerMaFers 

asE cr 

tve334CGLX 

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sbncccc te vockfi ytuhic rcw rt f2TJ wc cFvrCt szah entxr rst 

veym6vs arrtraiaG zmv uiLqYraiCv sasxxn Sam rs j 

wES snsrsysd 

TUadrsad Nc cfmrer 

SEVEN Iy cEGF3F iOUSfsMD fltY iiUPEDP EES SEV Y Za al Pri e S 78 97fl UO 

DOLfAt25 AAQ CEHTS 

3IiiSASD COhiDYCifl3il5 

PYMEiQT TO Sc b7AbAS rDLCOWS Paytttencdue bythe ffi nf ihe fbitawingmntfr payment 

tte ia u9unwrnA an 

I 

iti2CO3f1i53CCNS PnST OL c4 COLLEu SGKSEcCbH iNE i4F15 OA an yRyB 

fica R7MSiEL rix 3tLLtN PRS ftVCECM iGScrOR ESE5 COGRT C4 5 AH7 CTlt RRII n 

9PFt75c S 

L1 ALT RIi CN OR fFJLli10N Ke2Dft ASDV SPECfS1CMtOR1WOLi1NQCKI RkLG53 zN1EL 3c EXECift e0 

ONCYIi UtMIT Ett GRIIEFSSAuNPIi 

oEWF1cbN aXiR1 CHMGL OVER AN ir FS3V5 7N4 Cnh AfwF31C 

Cev1V1CETAMw OF TNI CDhTNFCT FJ45 FrGN DGiEAN J AENANOGhAt G9PTTpLOFFlC 

rsaccinsGEIIHSnE 

Wcrc OA7E yL7 QO Ya lav LanesaArng and6amEa tne 

Y 

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vYf4ER 

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hvE jfnl TIT cst a ap 

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C4Wafiart nagyment ral eglan caP Omairt4t anee inr 

a 

76

30 os 2qo8 4tOR Lul rv zua ar ot 

October 3 20 8 

Eank of AcercuIture C Comtnercc 

Ld 1GS 

ir 

I 

TCT Proptiesrp 

t1TN Totn Luc key 

PO Box 31U 

Lhrap CA 95Si0317 

SlIY bV arr x fD2fl G82 96J 

Szt asic e Lerf City oiL2 hrop 

Ytan2hey Road Getd n VaFleyPn kway Projeat 

irsr 608 znd 8o10 

f 

Deer 1bm 

T Ci Prope Ts LP TGv aad Ee Ciy oiath op Cityfi ve asked Bk of 

hgriculL re Com nuce BACt set aside67 ofco mit edit nds fiorn 

tne twd referenced loans Tortecort aieii n ofwarj aloug 4antheyRad 

a1i opwnciiwili ead CiCy to ssae n occupsr cy ezrnit for Tl e oiidi g hici 

1t noa er 5rrts will oaci py 

TCN znd Ci ry have iurtl errquesied iCatifICN does notccn plete 1lze requi ec 

4 wersavs actor iytat Citv will beant twri ed to draw up to67 Op oiti e 

procee s cr ihe 

h 

twnre erenced1cas teca tp ett t thevork 

11 

j And TCN ancCty liave askcd hit aej advaaces cf tie 567 000 oIeanii e3 

i 

Lds iYe aerced to aJ ooz aai ies 2rd TC vrillre BAC witii a lien rcle se 

r if e pnrr enothose nds that ere adva ced 

3 I 

iIl 

fEi 

lipo recei2t ef a aopy ofus letter witla originat autho izedsi aafures of a1 

oat es BACaees to therec uests efTt and Giry stated abovc 

StP CB CIY 

Vice President Carpozrgte LoaaOr icer 

209 433aI 

ii 

1 

rE 

fscrnn U RAG P1 u 2627 WescNan3i Tynr PO FsvY 7066 5tcnCa if rn3a 95 G7 C 47i68Ct 

Ylr mi erFPIC n ni 

i 

x 

a 

a 

77

5A 

g 

i 

4 it 

iOiCGl2008 kjdi7 9a1 E3 09i 2837 I0JIUd3 

YCffi cy o te24tap Sec AsarrLaz 

4 CcnoSxz 3 200 

C 

g y Ca 

iI 

Tke SeticsieL er oaTed QcxobR 32t OS om Banfc octtiture 

umcroe rcgudang TCNiuperTiws P andLe Cty oiLtfi o is ecctr td zad 

areeato 

g ill 

S i j y GitCiii Ei COi ciCC 

E 

ir 

r y Uf a 

3 

s 

s 

s 

d 

B 

k 

r 

in 

j yl 

lr 

tiv ilia S McIC IeY VicePsi nt C4rparzeeTe3nQc 

p TCa vPapezes LP 

ny Ca LieL 

aCcli 

Firnitedtiz ilityc p 

try sGen 1 artrter 

Cati or 

firaite3par ersYip 

i 

j 

L r 

f GSlrie 

t 

i 3 

9 

Lackep Me her 

CiC ofLalroF 

Y 

j 

Date 

fi 

k 

s 

3 

78

i 

TO 

City of Laihrop 

Lir e hFumber 399502 Fax 209 339 0047 

390 Tovrna Centre Dr 

DATE Juna 3t1 2011 

Latf rop CA 9533Q w 

JOB 

Manthe Rd Streetsca 

Aff y Stgve Salvatare LOCATION Manthe Road 

PHONE 941 7481 FAX 941 7449 CITY Lathrop STATE CA ZIP 95330 

NOTlCE QUOTATIQNS SUBJECT TO CHANGE OR CANCELlAT10N AFTER 30 DAYS A signed fuity 

campfeted copy of this order most be returned to Valtey Landscaping Maintenance Ina PRiOR T 

GOMMENCEN ENT 4F WORK 

w 

w vyn 

iTEb1 NO DESCRIPTION iAf4 lOUNT 

i 

I Valtey Landscaping and M1Aaintenance Inc wi11 provide the labor and mater as to finish 

i instailing the landscaping and irrigation for only fhe designated areas locatecf in front ot 

lots that have already been devetoped by others aEang Nianthey Road 

Piease rsote thefa 3ow9a g clarifiaations 

Landscaping to be installed according ta plarts prov ded 6y Odyssey Desigo revised 

719Ifl9 

Site to be sgrayed wifh Rour dup by others prior to start of vork 

Va16ey wili perform site ctean up only in areas to be artdscaped 

Work atready ipsfalled by Va3tey landscaping witi be repa3red where needed 

Comptete landscayxing in areas consisting of approximateiy3933 sq ft 1 

ARaintenance period is for 90 days 

i City witl pay prtor to start flf workf46 367 00 for work afready perFormed and 6ilIed to 

TCN by VaEley Landscaping 

Gty to pay Valfey Landscaping Yhe batance of20 533 00 upon campletian of 

tandscaping Ea front of existing devebped tots 

NOTE Thisco tract is in rto utay intended to deitect ar limit aur rights to coftect maney 

owed to Valtey Landscaping 

Iylainienance Inc by Tom Luckey andlcs 7GN Gompanp 

i 

i 

i 3 

i 

I 

Val ey andscaping 8aKnunian Maintenance lnc is anan DVBE certified corporation 

1 Sixty seven thousand do lars and zero cents Total Prtce 67 OU4 QO 

b 

W 

aa 

TERMS AND CONDITIONS 

PAYMENT Td BE MADE A3 FOLLOWS Payment due in fnB upon compfetion 

WtiEN ACCOUNTS HECOME PASS OUE ANO GpLLECTI6NS BECOMES NECES5ARY 7HE CllST431AER WILL 8E 

RESPONSIBLE FOR ILLfNG 6R SERV GE CHARGES ATfORNEY FEES C011RT GOSTS AND O7HER RELAtED 

EXPENSES 

ANY ALTERAFiON R DEVIATION FRflM ABQVP SPECIFICATI0Y5INVp VING EX7RA COSTS WILL 6E EXECU7E0 

CNLY IJPON WRiTTEiV OR6ER5 AND WtLL BEEpfitE AN EX7RA CHARGE OVER ANO ABOVE 7H3S CONTRACT PRICE 

UPOt1 ACCEPTANCE OF THIS CONTRACT PLEASE SIGN DATE AND RETURN ORIG NAL COPY T6 OtiR OFFICE 

AI L TERMS AND CONOITlONS ACCEPTED FEEREfN 

79 

e c 

s

ITEM 4 



ITEM CONTRACT PROFESSIONAL OM SERVICES WITH 

THE H20 GROUP FOR THE LAWTF PW 07 05 


Adopt Resolution Awarding a Professional Services 

Contract with the H20 Group for Contract Water 

Treatment Plant Operation and Maintenance 

Services for the Louise Avenue Water Treatment 

Facility PW05 07 

SUMMARY 

Staff is requesting City Council authorize a contract with The H20 Group for 

Contract Water Treatment Plant Operation and Maintenance Services OM 

Services for the Louise Avenue Water Treatment Facility LAWTF Contract OM 

Services are required during the initial years of operation to meet California 

Department of Public Health CDPH and State Revolving Fund SRF requirements 

for the water treatment plant operations Currently the City does not have the 

necessary level of certification and experience qualifications needed to operate this 

type of facility The H20 Group will provide qualified experienced operators and 

engineers with the expertise needed for the development of an Operations Plan per 

CDPH guidelines and to prevent potential costly accidental damage to the facility 

due to improper operation The H20 Group will train the City staff over the initial 

years of operation as well as provide oversight and assist City Staff to operate the 

LAWTF with other City water facilities to more efficiently operate the entire water 

system and thereby extend the lifetime of these facilities and minimize costs The 

H20 Group is recommended based on their extensive technical and practical 

experience providing design construction management and OM Services for 

similar water treatment facilities The cost for the contract with The H20 Group is 

shown in the table below and will be paid from CIP PW 05 07 and the Water 

Operations Fund 562 as follows 

Year 

CIP PW OS 07 Water Fund 562 

FY 2012 2011 67 000 25 603 

FY 2013 2012 37 677 233 623 

FY 2013 2014 211 500 

FY 2015 2014 

211 

BACKGROUND 

The Louise Avenue Water Treatment Facility LAWTF was constructed as part of 

the City s Water Supply Wells Arsenic Reduction Facilities project CIP PW 05 07 to 

remove arsenic from five of the City s water supply wells in order to comply with 

the state and federal drinking water standards The LAWTF is located at 2112 

Louise Avenue with the new Corporation Yard facility The LAWTF is anticipated to 

81

CITY MANAGER S REPORT PAGE 2 


CONTRACTOM SERVICES WITH THE H20 GROUP FOR THE LAWTF 

PW 05 07 

be substantially completed in March 2012 with start up and commissioning of the 

facility to begin in April 2012 and project completion in July 2012 

The City currently does not have staff with the minimum level of certification and 

experience required by the State to operate the LAWTF minimum of a T3 level 

operator certification is required In addition services are needed for expertise to 

troubleshoot and optimize plant operations during start up and commissioning and 

to minimize plant operational costs prepare a CDPH Operations Plan laboratory 

testing and reporting to meet regulatory requirements and to provide emergency 

on call services Full calibration of a facility like the LAWTF requires 23 years of 

management and trending to ensure efficient long term operation of the facility 

Staff issued a Request for Qualifications to provide Contract Water Treatment Plant 

Operation and Maintenance Services for the LAWTF and received responses from 

three firms Based on review of the consultants proposals a selection committee 

recommended The H20 Group as the best qualified firm for the City s needs Staff 

then negotiated the scope of work and fee with The H20 Group per the attached 

contract agreement 

The H20 Group will participate in orientation provided by the Contractor and 

equipment supplier during start up and testing and assist develop preliminary 

budgeting for the City prior to acceptance of the LAWTF and takeover of operations 

During the initial 3 years of operations The H20 Group will provide daily plant 

operations and emergency on call services and will develop operation protocols and 

coordination of the LAWTF operation relative to other City water facilities The H20 

Group will provide operations management services including staffing permit 

compliance coordination with City staff and vendors development and training of 

City staff and asset management for the LAWTF 


Contract services to operate and maintain the LAWTF are needed during start up 

and initial years of operation to provide qualified water treatment plant operators 

with the minimum level of certification required by the State In addition expertise 

is needed to assist the City to meet CDPH permitting requirements and to more 

efficiently operate the LAWTF and other facilities to minimize capital replacement 

and operation costs Staff recommends approving a contract with The H20 Group 

for Contract Water Treatment Plant Operation and Maintenance Services for the 

Louise Avenue Water Treatment Facility The length of this contract is for 3 years 

with an option to renew the contract on an annual basis at the end of the contract 

term 

82



CONTRACT OM SERVICES WITH THE H20 GROUP FOR THE LAWTF 

PW 05 07 

FISCAL IMPACT 

The cost for the contract with The H20 Group is proposed to be paid from CIP PW 

05 07 and the Water Operations Fund 562 using funds budgeted for these 

purposes as follows 

Year CIP PW 05 07 Water Fund 562 

FY zoii oiz 6000 o 

FY 2012 2013 20 000 265 500 

FY 2014 2013 

500 211 

FY 2015 2014 

500 211 

ATTACHMENTS 

A Resolution Approving a Contract with The H20 Group for Contract Water 

Treatment Plant Operation and Maintenance Services for the Louise Avenue 

Water Treatment Facility 

B Contract with The H20 Group for Contract Water Treatment Plant Operation 

and Maintenance Services for the Louise Avenue Water Treatment Facility 

83



CONTRACT OM SERVICES WITH THE H20 GROUP FOR THE LAWTF 

PW 05 07 

APPROVALS 

Greg G son Date3Zql9 

Senior Civil Engineer 

p 

Mar G ce ouliha Date 

Princip I Civil Engineer 

c2 

Ste Salvatore Date 



3 L IZ 

CG 3 

Cari Jame 

Date 

Acting Dir tor of Finance 



Z 

Date 

Car Ke ten Date 

City Man 

ger 

v 

84


A RESOLUTION AWARDING A PROFESSIONAL SERVICES CONTRACT WITH 

THE H20 GROUP FOR CONTRACT WATER TREATMENT PLANT OPERATION 

AND MAINTENANCE SERVICES FOR THE LOUISE AVENUE WATER 

TREATMENTFACILITY 

PW05 07 

WHEREAS the Louise Avenue Water Treatment Facility LAWTF was 

constructed as part of the City s Water Supply Wells Arsenic Reduction Facilities 

project CIP PW 07 05 to remove arsenic from five of the City s water supply wells 

in order to comply with the state and federal drinking water standards and 

WHEREAS the LAWTF is anticipated to be substantially completed in March 

2012 with start up and commissioning of the facility to begin in April 2012 and 

project completion in uly 2012 and 

WHEREAS contract services to operate and maintain the LAWTF are needed 

during start up and initial years of operation to provide qualified water treatment 

plant operators with the minimum level of certification required by the State and 

WHEREAS expertise is needed to assist the City meet CDPH permitting 

requirements and to more efficiently operate the LAWTF and other facilities to 

minimize capital replacement and operation costs and 

WHEREAS The H20 Group is recommended to provide these services based 

on their extensive technical and practical experience providing design construction 

management and 0M Services for similar water treatment facilities and 

WHEREAS staff recommends Council to authorize a professional services 

agreement with The H20 Group to provide Contract Water Treatment Plant 

Operation and Maintenance Services for the Louise Avenue Water Treatment Facility 

for the cost shown in the table below 


Lathrop does hereby authorize a Professional Services Agreement with The H20 

Group to provide Contract Water Treatment Plant Operation and Maintenance 

Services for the Louise Avenue Water Treatment Facility for the cost shown in the 

table below and to be paid from CIP PW 05 07 and the Water Operations Fund 

562 using funds budgeted for these purposes as follows 

Year CIP PW 05 07 Water Fund 562 

FY 2011 2012 67 000 25 603 

FY 2012 2013 37 677 623 233 

FY 2014 2013 

211 500 

FY 2014 2015 500 211 

85



AYES 

NOES 

ABSENT 

ABSTAIN 



ATTEST 



86


AGREEMENT FOR Louise Avenue Water Treatment Facility LAWTF 

Operations and Maintenance SERVICES WITH CONSULTANT 

FOR PROJECT 

THIS AGREEMENT dated for convenience this day of 20 

is by and between The H20 Group Inc CONSULTANT and the CITY OF 

LATHROP a California municipal corporation CITY 

RECITALS 

WHEREAS CONSULTANT is specially trained experienced and competent to 

perform LAWTF Operation and Maintenance Consulting Services which are required 

by this agreement and 

and 

WHEREAS CITY selected the CONSULTANT pursuant to said qualifications 

WHEREAS CONSULTANT is willing to render such LAWTF Operation and 

Maintenance Consulting Services as hereinafter defined on the following terms and 

conditions 

NOW THEREFORE CONSULTANT and the CITY agree as follows 

AGREEMENT 

1 Scope of Service 

CONSULTANT agrees to perform LAWTF Operation and Maintenance 

Consulting Services in accordance with the scope of work and fee proposal 

provided by CONSULTANT attached hereto as Exhibit A and incorporated 

herein by reference CONSULTANT agrees to diligently perform these services 

in accordance with the upmost standards of its profession and to CITY S 

satisfaction 

2 Compensation 

CITY hereby agrees to pay CONSULTANT a sum not to exceed 

Phase 1 67 000 

Phase 2 500 148 

Phase 3 000 137 

Phase4 211 

500annually 

Page 

1 of 13 

87


CONSULTANT 

CONSULTING SERVICES AGREEMENT 

for the LAWTF Operation and Maintenance Consulting Services set forth in 

Exhibit A CONSULTANT shall be paid any uncontested sum due and payable 

within thirty 30 days of receipt of billings containing all information pursuant to 

Paragraph 5 below Compensation for any task must be equal to or less than the 

percentage of task complete In no event shall CONSULTANT be entitled to 

compensation for work not included in Exhibit A unless a written change order 

or authorization describing the extra work and payment terms has been executed 

by CITY s authorized representative prior to the commencement of the work 

3 Effective Date and Term 

The effective date of this Agreement is April 2 2012 and it shall terminate no 

later than June 30 2015 

4 Independent Contractor Status 

It is expressly understood and agreed by both parties that CONSULTANT while 

engaged in carrying out and complying with any of the terms and conditions of 

this Agreement is an independent contractor and not an employee of the CITY 

As an independent contractor CONSULTANT is responsible for controlling the 

means and methods to complete the scope of work described in Exhibit A to 

City s satisfaction CONSULTANT expressly warrants not to represent at any 

time or in any manner that the CONSULTANT is an employee of the CITY 

5 Billin s 

CONSULTANT 

bills shall include a list of all tasks a total amount due the 

amounts previously billed and the net amount due on the invoice Except as 

specifically authorized by CITY CONSULTANT shall not bill CITY for duplicate 

services performed by more than one person In no event shall CONSULTANT 

submit any billing for an amount in excess of the rates or the maximum amount 

of compensation provided in section 2 for either task or for the entire 

Agreement unless modified by a properly executed change order 

6 Advice and Status Reportinq 

CONSULTANT shall provide the CITY with timely reports orally or in writing of 

all significant developments arising during performance of its services hereunder 

and shall furnish to CITY such information as is necessary to enable CITY to 

monitor the pertormance of this Agreement 

7 Assiqnment of Personnel 

CONSULTANT shall assign only competent personnel to pertorm services 

pursuant to this Agreement If CITY asks CONSULTANT to remove a person 

assigned to the work called for under this Agreement CONSULTANT agrees to 


88


CONSULTANT 


do so immediately without requiring the City to process a reason or explanation 

for its request 

The services shall be performed by or under the direct supervision of 

CONSULTANT s Authorized Representative Cort Abney CONSULTANT shall 

not replace its Authorized Representative without the prior written approval by 

the CITY 

8 Assiqnment and Subcontractinq 

It is recognized by the parties hereto that a substantial inducement to CITY for 

entering into this Agreement was and is the professional reputation and 

competence of CONSULTANT Neither this Agreement nor any interest therein 

may be assigned by CONSULTANT without the prior written approval of CITY S 

authorized representative CONSULTANT shall not subcontract any portion of 

the performance contemplated and provided for herein other than the 

subcontractors noted in the proposal without prior written approval of the CITY S 

authorized representative 

9 Insurance 

On or before beginning any of the services or work called for by any term of this 

Agreement CONSULTANT at its own cost and expense shall carry maintain 

for the duration of the Agreement and provide proof thereof that is acceptable to 

the CITY the insurance specified in subsections a through c below with 

insurers and under forms of insurance satisfactory in all respects to the CITY 

CONSULTANT shall not allow any subcontractor to commence work on any 

subcontract until all insurance required of the CONSULTANT has also been 

obtained for the subcontractor Verification of this insurance shall be submitted 

and made part of this Agreement prior to execution 

a 

Workers Compensation CONSULTANT shall at CONSULTANT 

sole cost and expense maintain Statutory Workers Compensation 

Insurance and Empioyer s Liability Insurance for any and all 

persons employed directly or indirectly by CONSULTANT Said 

Statutory Workers Compensation Insurance and Employer s 

Liability Insurance shall be provided with limits of not less than one 

million dollars In the alternative CONSULTANT may rely on a 

self insurance program to meet these requirements provided that 

the program ofself insurance complies fully with the provisions of 

the California Labor Code The insurer if insurance is provided or 

the CONSULTANT if a program ofself insurance is provided shall 

waive all rights of subrogation against the CITY for loss arising from 

work performed under this Agreement 


89


CONSULTANT 


b Commercial General and Automobile Liabilitv Insurance 

CONSULTANT at CONSULTANT 

own cost and expense shall 

maintain commercial general and automobile liability insurance for 

the period covered by this Agreement in an amount not less than 

one million dollars per occurrence combined single limit coverage 

for risks associated with the work contemplated by this Agreement 

If Commercial General Liability Insurance or an Automobile Liability 

form or other form with a general aggregate limit is used either the 

general aggregate limit shall apply separately to the work to be 

performed under this Agreement or the general aggregate iimit 

shall be at least twice the required occurrence limit Such coverage 

shall inciude but shall not be limited to protection against claims 

arising from bodily and personal injury including death resulting 

therefrom and damage to property resulting from activities 

contemplated under this Agreement including the use of owned 

and non owned automobiles 

Coverage shall be at least as broad as Insurance Services Office 

Commercial General Liability occurrence form CG 0001 ed 88 11 

and Insurance Services Office Automobile Liability form CA 0001 

ed 90 12 Code 1 any auto 

Each of the following shall be included in the insurance coverage or 

added as an endorsement to the policy 

i CITY its officers employees agents and volunteers are to 

be covered as insured with respect to each of the following 

liability arising out of activities performed by or on behalf of 

CONSULTANT including the insider 

general supervision of 

CONSULTANT products and completed operations of 

CONSULTANT premises owned occupied or used by 

CONSULTANT The coverage shall contain no special 

limitations on the scope of protection afforded to CITY its 

officers employees agents or volunteers 

ii 

The insurance shall cover on an occurrence or an accident 

basis and not on a claim made basis 

iii An endorsement must state that coverage is primary 

insurance and that no other insurance affected by the CITY 

will be called upon to contribute to a loss under the 

coverage 

iv Any failure of CONSULTANT to comply with reporting 

provisions of the policy shall not affect coverage provided to 

CITY and its officers employees agents and volunteers 


90


CONSULTANT 


v 

vi 

Insurance is to be placed with California admitted insurers 

with a BesYs rating of no less than A VII 

Notice of cancellation or non renewal must be received by 

CITY at least thirty days prior to such change 

c Professiona Liability CONSULTANT at CONSULTANT 

own 

cost and expense shall maintain for the period covered by this 

Agreement professional liability insurance for licensed 

professionals performing work pursuant to this Agreement in an 

amount not less than One Million Dollars1000 

per claim 

made and per policy aggregate covering the licensed professionals 

errors and omissions as follows 

i Any deductible or self insured retention shall not exceed 

150 000 per claim 

ii 

iii 

Notice of cancellation material change ornon renewal must 

be received by the CITY at least thirty days prior to such 

change shall be included in the coverage or added as an 

endorsement to the policy 

The policy must contain a cross liability or severability of 

interest clause 

iv The following provisions shall apply if the professional 

liability coverages are written on a claims made form 

1 The retroactive date of the policy must be shown and 

must be before the date of the Agreement 

2 Insurance must be maintained and evidence of 

insurance must be provided for at least five years 

after completion of the Agreement or the work so 

long as commercially available at reasonable rates 

3 If coverage is canceled or not renewed and it is not 

replaced with another claims made policy form with a 

retroactive date that precedes the date of this 

Agreement CONSULTANT must provide extended 

reporting coverage for a minimum of five years after 

completion of the Agreement or the work The CITY 

shall have the right to exercise at the 

CONSULTANT 

cost any extended reporting 

provisions of the policy should the CONSULTANT 

Page 


91


CONSULTANT 


cancel or not renew the coverage 

4 A copy of the claim reporting requirements must be 

submitted to the CITY prior to the commencement of 

any work under this Agreement 

d 

Deductibles and Self Insured Retentions 

disclose the self 

CONSULTANT shall 

insured retentions and deductibles before 

beginning any of the services or work called for by any term of this 

Agreement During the period covered by this Agreement upon 

express written authorization of the CITY s authorized 

representative CONSULTANT may increase such deductibles or 

self insured retentions with respect to CITY its officers employees 

agents and volunteers The CITY s authorized representative may 

condition approval of an increase in deductible or self insured 

retention levels upon a requirement that CONSULTANT procure a 

bond guaranteeing payment of losses and related investigations 

claim administration and defense expenses that is satisfactory in 

all respects to each of them 

e Notice of Reduction in Coveraqe In the event that any coverage 

required under subsections a b or c of this section of the 

Agreement is reduced limited or materially affected in any other 

manner CONSULTANT shall provide written notice to CITY at 

CONSULTANT 

earliest possible opportunity and in no case later 

than five days after CONSULTANT is notified of the change in 

coverage 

f In addition to any other remedies CITY may have if CONSULTANT 

fails to provide or maintain any insurance policies or policy 

endorsements to the extent and within the time herein required 

CITY may at its sole option 

i Obtain such insurance and deduct and retain the amount of 

the premiums for such insurance from any sums due under 

the Agreement 

ii 

iii 

Order CONSULTANT to stop work under this Agreement or 

withhold any payment which becomes due to CONSULTANT 

hereunder or both stop work and withhold any payment 

until CONSULTANT demonstrates compliance with the 

requirements hereof 

Terminate this Agreement 

Exercise of any of the above remedies however is an alternative 


92


CONSULTANT 


to other remedies CITY may have and is not the exclusive remedy 

for CONSULTANT 

breach 

10 Indemnification CONSULTANT 

Responsibility 

As to the CONSULTANT 

work hereunder it is understood and agreed that a 

CONSULTANT has the professional skills necessary to perform the work b 

CITY relies upon the professional skills of CONSULTANT to perform the work in 

a skillful and professional manner and c CONSULTANT thus agrees to so 

perform 

Acceptance by CITY of the work performed under this Agreement does not 

operate as a release of said CONSULTANT from such professional responsibility 

for the work performed It is further understood and agreed that CONSULTANT 

is apprised of the scope of the work to be performed under this Agreement and 

CONSULTANT agrees that said work can and shall be performed in a fully 

competent manner in accordance with the standard of care applicable to 

CONSULTANT 

profession 

CONSULTANT shall indemnify defend and hold CITY its officers employees 

agents and volunteers harmless from and against any and all liability claims 

suits actions damages and causes of action arising out of any personal injury 

bodily injury loss of life or damage to property or any violation of any federal 

state or municipal law or ordinance to the extent caused by the willful 

misconduct or negligent acts or omissions of CONSULTANT its employees 

subcontractors or agents or on account of the performance or character of this 

work except for any such claim arising out of the negligence or willful misconduct 

of the CITY its officers employees agents or volunteers It is understood that 

the duty of CONSULTANT to indemnify and hold harmless includes the duty to 

defend as set forth in Section 2778 of the California Civil Code Acceptance of 

insurance certificates and endorsements required under this Agreement does not 

relieve CONSULTANT from liability under this indemnification and hold harmless 

ciause This indemnification and hold harmless clause shall apply whether or not 

such insurance policies shall have been determined to be applicable to any of 

such damages or claims for damages 

Except as otherwise provided in this agreement Operation and Maintenance 

Activities shall inc ude performing and or oversight of preventative predictive and 

corrective maintenance and all repairs of LAWTF equipment and systems The 

cost of maintenance and repairs shall be the responsibility of the City All 

expenditures initiated by the CONSULTANT shall be preapproved by the City 

However if any maintenance or repair is performed as the sole result of a failure 

by the CONSULTANT to follow OM Manuals approved by the City to perform 

preventive maintenance as recommended by the equipment manufacturer or as 

the sole result of the CONSULTANT s negligence the full cost of this 

maintenance and repair shall be the borne by the CONSULTANT If 

Page 


93


CONSULTANT 


maintenance and repair expenditures are necessary to continue operation of the 

LAWTF and to provide for public safety and environmental protection the 

CONSULTANT shall proceed with the repairs after making every reasonable 

effort to first contact and obtain approval for the repairs from the CITY 

representative or proceed with the repairs consistent with the CITY approved 

emergency repair policies and procedures 

The CONSULTANT shall prepare sign and submit to California Department of 

Health CDPH regular operational reports as required by the City water permit 

These shall beco signed by the CONSULTANT and where required by the City 

Copies of all reports shall be sent to the City or designated representative If the 

CONSULTANT fails to submit any state or other agency required report on time 

and fully compliant with State or other appropriate agency requirements the 

CONSULTANT will pay any fine or penalty levied against the CONSULTANT or 

City by State or other appropriate agency as a result of the fully compliant report 

having been filed late Participate in annual inspections of the LAWTF and 

address corrective items as may be issued by CDPH The cost and a plan to 

address corrective items shall be prepared by the CONSULTANT and presented 

to City for review and approval 

11 Licenses 

If a license of any kind which term is intended to include evidence of registration 

is required of CONSULTANT its employees agents or subcontractors by 

federal or state law CONSULTANT warrants that such license has been 

obtained is valid and in good standing and CONSULTANT shall keep it in effect 

at all times during the term of this Agreement and that any applicable bond has 

been posted in accordance with all applicable laws and regulations 

12 

Business Licenses 

CONSULTANT shall obtain and maintain a CITY of Lathrop Business License 

until all Agreement services are rendered and accepted by the CITY 

13 Termination 

Either CITY or CONSULTANT may cancel this Agreement upon 30 days written 

notification to the other party In the event of termination the CONSULTANT 

shall be entitled to compensation for services performed to the effective date of 

termination provided however that the CITY may condition payment of such 

compensation upon CONSULTANT 

delivery to the CITY of any or all 

documents photographs computer software video and audio tapes and other 

materials provided to CONSULTANT or prepared by or for CONSULTANT or the 

CITY in connection with this Agreement 

14 Fundinq 


94


CONSULTANT 


CONSULTANT agrees and understands that renewal of this agreement in 

subsequent years is contingent upon action by the City Council consistent with 

the appropriations limits of Article XIII B of the California Constitution and that 

the Council may determine not to fund this agreement in subsequent years 

15 Notices 

All contracts appointments approvals authorizations claims demands Change 

Orders consents designations notices offers requests and statements given 

by either party to the other shall be in writing and shall be sufficiently given and 

served upon the other party if 1 personally served 2 sent by the United States 

mail postage prepaid 3 sent by private express delivery service or 4 in the 

case of a facsimile transmission if sent to the telephone FAX number set forth 

below during regular business hours of the receiving party and followed with two 

2 Days by delivery of a hard copy of the material sent by facsimile transmission 

Personal service shall include without limitation service by delivery and service 

by facsimile transmission 

To City 

Copy to 



390 Towne Centre 



Department of Public Works 

390 Towne Centre 


MAIN 209 941 7430 

FAX 209 941 7449 

To Consultant 

H20 group Inc 

4661 Golden Foothill Parkway 

Suite 206 

EI Dorado Hills Ca 95762 9763 

Phone 916 806 3970 

Fax 916 405 3694 

16 Miscellaneous 

a 

Consent Whenever in this Agreement the approval or consent of a 

party is required such approval or consent shall be in writing and 


95


CONSULTANT 


shall be executed by a person having the express authority to grant 

such approval or consent 

b 

Controlling Law The parties agree that this Agreement shall be 

governed and construed by and in accordance with the Laws of the 

State of California 

c Definitions The definitions and terms are as defined in these 

specifications 

d Force Majeure Neither party shall be deemed to be in default on 

account of any delay or failure to perform its obligations under this 

Agreement which directly results from an Act of God or an act of a 

superior governmental authority 

e Headings The paragraph headings are not a part of this 

Agreement and shall have no effect upon the construction or 

interpretation of any part of this Agreement 

fl Incorporation of Documents All documents constituting the 

Agreement documents described in Section 1 hereof and all 

documents which may from time to time be referred to in any duly 

executed amendment hereto are by such reference incorporated in 

the Agreement and shall be deemed to be part of this Agreement 

g 

Integration This Agreement and any amendments hereto between 

the parties constitute the entire Agreement between the parties 

concerning the Project and Work and there are no other prior oral 

or written agreements between the parties that are not incorporated 

in this Agreement 

h Modification of Agreement This Agreement shall not be modified 

or be binding upon the parties unless such modification is agreed to 

in writing and signed by the parties 

i Provision Any agreement covenant condition clause 

qualification restriction reservation term or other stipulation in the 

Agreement shall define or otherwise control establish or limit the 

performance required or permitted or to be required of or permitted 

by either party All provisions whether covenants or conditions 

shall be deemed to be both covenants and conditions 

Q Severability If a court of competent jurisdiction finds or rules that 

any provision of this Agreement is void or unenforceable the 

provisions of this Agreement not so affected shall remain in full 

force and effect 

Page 


96


GONSULTANT 


k Status of CONSULTANT In the exercise of rights and obligations 

under this Agreement CONSULTANT acts as an independent 

contractor and not as an agent or employee of CITY 

CONSULTANT shall not be entitled to any rights and benefits 

accorded or accruing to the City Council members officers or 

employees of CITY and CONSULTANT express y waives any and 

all claims to such right and benefits 

I Successors and Assigns The provisions of this Agreement shall 

inure to the benefit of and shall apply to and bind the successors 

and assigns of the parties 

m Time of the Essence Time is of the essence of this Agreement 

and each of its provisions In the calculation of time hereunder the 

time in which an act is to be performed shall be computed by 

excluding the first Day and including the last If the time in which 

an act is to be performed falls on a Saturday Sunday or any Day 

observed as a legal holiday by CITY the time for performance shall 

be extended to the following Business Day 

n Venue In the event that suit is brought by either party hereunder 

the parties agree that trial of such action shall be vested exclusively 

in the state courts of California in the County of San Joaquin or in 

the United States District Court for the Eastern District of California 

o Recovery of Costs The prevailing party in any action brought to 

enforce the terms of this Agreement or arising out of this 

Agreement may recover its reasonable costs including reasonable 

attorney s fees incurred or expended in connection with such 

action against thenon prevailing party 

17 

Notice to Proceed 

Prior to commencing work under this agreement CONSULTANT shall receive a 

written Notice to Proceed from CITY A Notice to Proceed shail not be issued 

until all necessary bonds and insurances have been received City shall not be 

obligated to pay CONSULTANT for any services prior to issuance of the Notice 

to Proceed 

18 Siqnatures 

The individuals executing this Agreement represent and warrant that they have 

the right power legal capacity and authority to enter into and to execute this 

Agreement on behalf of the respective legal entities of the CONSULTANT and 

the CITY This agreement shall inure to the benefit of and be binding upon the 

Page 


97


CONSULTANT 


parties hereto and their respective successors and assigns 

Page 


98


CONSULTANT 


Approved 

as to Form 

City 

of Lathrop 



Date 

Recommended for Approval 



Stephen Salvatore 

Date 

Accepted By 




Cary Keaten 


Date 

CONSULTANT 

Consultant 

Address 

City State Zip 

Fed ID 

Business License 

Date 

Print Name and Title 


99

Providing Operations Services to Meet the 

Needs of the City of Lathrop and its Citizens th e f p 

March 8 2012 

smartwaterengineering 

imm planning to operations 

Greg Gibson PE Senior Civil Engineer 

City of Lathrop Department of Public Works 

390 Towne Center Drive 


Regarding Letter of Transmittal Proposal for Contract Services for Operations of the 

Louise Avenue Water Treatment Facility LAWTF 

Dear Mr Gibson 

Please note that this proposal package for the operations of the LAWTF includes the following 

information 

a 

b 

c 

Specific scope of work 

Fees for services provided 

Assumptions and clarifications 

Please see the previously submitted SOQ for details regarding our work history references and 

staff 

We will follow up with you within one week from the time this proposal was submitted In the 

meantime if you have any questions or require further information please feel free to contact 

Cort Abney at 916 806 3970 orcoii ptheh2oqroup com We look forward to working with you 

Sincerely 

G 

Scott Myers Pe 

President 

The H20 Group Inc 

4661 Golden Foothill Parkway Suite 206 

EI Dorado Hills CA 95762 9763 

916 806 3970 

w a te 

Ciry ofLathrop the Hz0 group inc 

1 Proposal or Contracf Services or Operations of the LAWTF Page i 

100


Needs of the City of Lathrop and its Citizens the 

ro u p 

Table of Contents 

smart water engineering 

rom planning to operations 

GenernlConlrnct Scope1 

Oernliottal Tusks2 

Fee c Seri ices10 

Reyuii ecf Resource s11 

Assumplions ancClari icntrans12 

RcrteSchedule 

li 

M 

4 

r 

ciryoi arhrop 

Proposal for Contracf Services for Operafions of the LAWTF 

the Hz0 group inc 

Page ii 

i 

r 

101


J 

Needs of the City of Lathrop and its Citizens the ro u r 


imm planning o operations 

ii fi clyB17 ifaua 

The City of Lathrop is nearing the completion of constructing a large water treatment and 

storage facility The Louise Avenue Water Treatment Facility LAWTF will be the City s 

largest producing and most complex water supply facility The City desires to contract 

for services to operate the facility 

In general operation of LAWTF includes full operation and oversight program for the 

facility As such responsibilities include both operations providing a licensed operator 

to perform regular operational tasks necessary to ensure proper facility operation and 

operations management managing operations including staffing reporting permit 

compliance material purchases budget assistance etc The H20 Group will direct 

operation and maintenance activities coordinate and schedule regular maintenance 

activities with City staff and vendors assist with asset management efforts report to City 

engineering staff on facility operations and status etc 

H20 shall provide operational services as described in Exhibit B within generally 

accepted industry principles and practices within the utility facility design capacity and 

capabilities in full compliance with all applicable and existing Federal State and local 

laws regulations policies rules and permits and any associated time schedules as they 

relate to operational activities Subject to regulatory water quality standards H20 will 

coordinate with the City staff to maintain water flow in an amount and pressure as 

reasonably specified by the Director of Public Works to provide adequate fire protection 

pursuant to the Master Plan and other applicable documents 

The contract scope is divided into four 4 phases of work Prior to the acceptance of the 

facility by the City and subsequent takeover of operations H20 will participate in 

training startup testing and preliminary budgeting for the facility Upon initial start of 

LAWTF operations work will begin including tasks to bring the new facility into the City 

water program by establishing operation protocols and the facility s function duty relative 

to other City water facilities Once operations of the facility and larger water system 

are stable regular operational activities can proceed The first phase will be the 

Ah3i F4cCta49cr7 Plsase and the second phase will be the L1 WTF perations 

zt 

chlvIprr nt P1 ase The third phase will be the LAWi F Operatipns 

CIi rtiQn Pha e The final phase wiil be the LAWTOerations1V 

air7tenarvee and 

4larr rt4yrhas 

ciryor amrop 

theHzOgroup inc 

k Proposal for Contract Services Por Operations o the LAW7F Page 1 

102

Providing Operafions Services fo Meet the 

Needs of the City of Lathrop and its Citizens t M 

the E ro u p 


fmm planning to operations 

txfr 

The following outlines in detail the work to occur in each phase of operations Adjacent 

to each phase is an estimated window of time over which the services in that phase will 

be provided Month 0 is considered the point in time at which the City has accepted the 

LAWTF and taken on full operations responsibilities 

LAWTFPre Operations Phase 1 

1 Electrical Engineering Support This task includes extensive electrical 

engineering review and support including third party electrical engineering 

review of LAWTF plans coordination between the City Jacobs and the 

Contractor tracking and analysis of electrical change orders electrical system 

solution alternative analysis and extensive electrical inspections 

2 Plant Validation Testing and Startup H20 operators will be on site during these 

testing and startup activities to witness document and observe these 

procedures In addition H20 operators will participate in training provided by the 

equipment manufacturer and contractor We estimate this process will take 

place over approximately 25 months 

3 Preliminary Budgeting Support H20 will work with City staff to develop a 

preliminary operating budget including analyze chemical use develop preliminary 

asset management list life spans and maintenance budgets 

LAWTF Operations Approach Development Phase 2 Year1Months 0 6 

1 Preliminary SOP Development H20 will utilize information gathered from 

discussions with City engineering and operations staff the contractor and 

equipment vendors as well as information gained during functional testing and 

startup to develop preliminary SOP s SOP s will take the form of both hard copy 

and electronic PDF guidelines for operating the LAWTF Chapters within the 

document wilf include the following 

a 

b 

c 

d 

e 

f 

g 

h 

i 

Facility status and performance trends and data tracking 

Type and schedule of regular maintenance activities 

Chemical inventory dosing ordering and deliveries 

Water quality testing schedules and procedures 

High and low demand set points summer and winter 

Unscheduled maintenance procedures 

H20 staff participation in emergency response plan 

Service interruption procedures 

Internal external communication protocols 

i ciry of atnrop 

the Ha0 group inc 

Proposal for Contract Services for Operafions o the LAWTF Page 2 

103


Needs of the City of Lathrop and its Citizens the 

n ro u p 

j Record Keeping 

k 

I 

Security and access 

Vulnerability assessment actions 

2 Plant Management and Coordination This task includes regular 

communications with City staff meeting agendas and minutes and CDPH 

coordination 

artl2 f water engineetlng 

imm planning to operations 

a Weekly Coordination Meetings with City The purpose of these meetings 

is to keep the City informed of facility performance the progress of the 

various aspects of work included such as status of SOP development 

communications with CDPH asset management program development 

etc 

b City Coordination H20 will coordinate daily during he work week and as 

needed on weekends and holidays with the City Operations and 

Maintenance staff and routinely with engineering staff to ensure lines of 

communication are open and active information required by the City will 

be prepared and delivered in a timely fashion 

c CDPH Coordination and Reporting H20 will regularly coordinate and 

report to CDPH as required by regulations 

d The H20 Group shall submit a monthly OM report to the City by the 10 

of the following month At a minimum the report shall include Water 

system flows a detailed explanation of any violations that occurred 

projects completed for the month a projection of projects to be completed 

the following month a summary of maintenance completed for the month 

Each quarter the H20 Group shall meet with the City staff and make a 

presentation on OM activities since the last such report 

e Operations Scheduling H20 will submit annually a staffing and 

organizational structure to the City for the management and operation of 

the LAWTF The Facility Managing Operator or his or her designee shall 

be available by telephone at all times Telephone numbers shall be 

furnished to the City and updated as required to ensure that the list 

remains current 

3 Plant Operations Once the plant is past the validation testing and startup 

phase H20 will begin regular plant operations 

a 

Daily plant operations and inspections 7 days on site for first 4 to 6 

weeks then 5 days on site 2 days remote 

b Facility Operations Oversee review inspect and verify proper 

operation of the LAWTF 

M 

ciryor atnrop 


Proposal forContract Servicesfo Operations othe LAWTF Page 3 

104

Providing Operations Services to Meet the 1 

Needs of the City of Lathrop and its Citizens 

ther ro u p dYr 

sfnartwaterengineering 

from planninq to operations 

c Regular Maintenance Perform regular maintenance as recommended 

by the equipment manufacturer s and as developed during phases I and 

II Operations Plan 

1 

d Record Keeping Maintain records of operational activities and plant 

status 

e Alarm Response Address facility alarms 

f Coordinate City and Vendor Work Direct coordinate and oversee work 

by City staff and others associated with scheduled and unscheduled 

maintenance and repairs 

g Assist with Emergencies Assist with facility service interruptions as 

necessary to ensure continued service to City customers 

h 

i 

Except as otherwise determined by the City the H20 Group shall be 

responsible for monitoring coordination of sampling and testing and 

reporting as necessary for compliance with the operating permit as 

issued for the LAWTF by CDPH and provide a Quality Control Quality 

Assurance program for sampling testing and analyses The cost of 

monitoring sampling testing analyses and reporting requirements 

imposed in addition to those in current laws regulations and permits will 

be borne by the City 

4 On Call Services 

a 

b 

With the approval of the City or pursuant to a policy established by the 

City order and maintain throughout the contract period an inventory of 

chemicals catch basin filters etc The direct cost of chemicals and catch 

basin filters is to be paid directly by the City to the vendor All such 

materials and supplies and an inventory thereof shall be maintained at the 

City Corporation Yard at 2112 East Louise Ave and will be accessible to 

City staff 

On call plant operations services will consist of the following 

247 emergency response 

Standby operators 

c Three 324 hour per day 7 days per week emergency phone numbers 

that the City can use to contact H20 in the event of an emergency The 

emergency number shall be answered by a person who will notify the 

H20 Group personnel within not more than 30 minutes A qualified 

representative of The H20 Group will respond to the call 

5 Warranty Management H20 will be responsible for maintaining all manufactures 

warranties on current equipment or any new equipment purchased by or on 

behalf of the City for the LAWTF facility Cooperate with the City in enforcing 

equipment warranties and guarantees and maintaining warranties on any existing 

or new equipment purchased by or on behalf of the City H20 will manage 

contractors during the warranty period to have faulty facility components or 


Proposal 


or Con ract Services fo Operations of the LAWTF Page 4 

105

Providing Operations Services to Meet the YYY I 


theit p 

Stoart water engineering 

trom planning to operations 

programming repaired This will be a time and materials task and effort will 

depend on the number of warranty issues that arise 

6 Asset Management H20 will track asset management for the LAWTF through 

the City s asset management system SEMS The asset inventory program must 

comply with Statement 34 of the Governmental Accounting Standards Board 

GASB34 reporting requirements for infrastructure assets All records and data 

will be property of the City H20 will be responsible for maintaining current 

LAWTF equipment inventory and maintenance records in the SEMS database 

7 Operations Plan H20 will maintain and update as necessary written standard 

operating procedures to clarify refine or supplement procedures in OM 

Manuals or manufacturers maintenance manuals or to describe maintenance 

practices which do not conform to or may be added to the manuals and to 

maintain contingency plans for all majorin plant processes The H20 Group 

shall obtain written approval of the Director of Public Works for the content of all 

OM Manuals not prepared by the Manufacturer and for any maintenance 

practices that do not conform to the manufacturer s OM Manuals 

Operations Plan will include the following 

a 

b 

c 

d 

e 

f 

g 

Summary of plant oversight and operations 

Schedule of maintenance and operations 

Chemica supply coordination 

Production management plan 

Outside testing and coordination 

Regulatory compliance and reporting 

Preparation of a physical inventory of all spare parts materials and 

supplies on site as of the effective date of the AGREEMENT to be 

submitted within 90 days after said date Assessment of trending of 

facility 

LAWTF Operations Calibration Phase 3 Year1Months 7 12 

1 Final SOP Development H20 will prepare final SOP s based on the various 

calibrations that take place during this phase of work 

2 Assist with Water System Operations Analysis Support and Engineering Work 

with City staff to coordinate operations of LAWTF with other City water supply 

facilities such as other water sources water storage facilities etc use City 

hydraulic model to determine appropriate source and pressure requirements for 

establishing water operations and make recommendations for operations of all 

water facilities to ensure a properly choreographed system This effort will 

reduce maintenance energy and chemical costs maintaining proper system 

pressures etc 

i 

ciryot atnrop 


Proposal for Confract Services for Operations of the LAWTF Page 5 

106



p 

3 Plant Management and Coordination 

a 

t e 

Bi weekly Meetings H20 will meet with the City every two weeks to 

discuss the status of operations maintenance repairs plant 

performance etc 

grou 



b City Coordination H20 will coordinate daily during he work week and as 

needed on weekends and holidays with the City Operations and 

Maintenance staff and routinely with engineering staff to ensure lines of 

communication are open and active information required by the City will 

be prepared and delivered in a timely fashion 

c CDPH Coordination and Reporting H20 will regularly coordinate and 

report to CDPH as required by regulations 

d The H20 Group shall submit a monthly OM report to the City by the 10 







e Operations Scheduling H20 will manage the schedule of personnel 

work repairs and maintenance of the LAWTF H20 will submit annually a 

staffing and organizational structure to the City for the management and 

operation of the LAWTF The Facility Managing Operator or his or her 

designee shall be available by telephone at all times Telephone 

numbers shall be furnished to the City and updated as required to ensure 

that the list remains current 

4 Warranty Management H20 will be responsible for maintaining all 

manufactures warranties on current equipment or any new equipment purchased 

by or on behalf of the City for the LAWTF facility Cooperate with the City in 

enforcing equipment warranties and guarantees and maintaining warranties on 

any existing or new equipment purchased by or on behalf of the City H20 will 

manage contractors during the warranty period to have faulty facility components 

or programming repaired This will be a time and materials task and effort will 

depend on the number of warranty issues that arise 

5 Plant Operations Plant operations will be fine tuned and calibrated during this 

phase Objectives will be to maximize performance while also minimizing 

operations costs Operations will be viewed in the context of the workings of the 

larger water system 

a 

Daily plant operations and inspections 5 days on site 2 days remote 



m 

y 

Proposal 

vY 

Ciryot arnrop 

the Hs0 group inc 

or Contract Services for Operafions of the LAWTF Page 6 

107


Needs of the City of Lathrop and its Citizens the u p 

smart waie engineering 

from planninq lo operations 

s 



II Operations Plan 

J 


status 







h 

i 










a 

b 






City Corporation Yard at 2112 East Louise Ave and will be accessible to 








GAS634 reporting requirements for infrastructure assets All records and data 



LAWTF Operetions and Maintenance Phase4Years 2 3 

1 Plant Management and Coordination 

r d t city oflatnrop the Hz0 group inc 

Proposal for Contract Services or Operations of the LAWTF Page 7 

e 

6 0 

108


r 

Needs of the Cify of Lathrop and rts Crtrzens the 1 

U p 

a Monthly Coordination Meetings with City The purpose of these 

meetings is to keep the City informed of the progress of the various 

aspects of work included in this phase such as the status of plant 

operations maintenance and repairs 



b CDPH Coordination and Reporting H20 will coordinate directly with 

CDPH regarding testing results reporting requirements etc 

c The H20 Group shall submit a monthly OM report to the City by the 10 







d Operations Scheduling H20 will manage the schedule of personnel 

work repairs and maintenance of the LAWTF H20 will submit annually a 

staffing and organizational structure to the City for the management and 

operation of the LAWTF The Facility Managing Operator or his or her 

designee shall be available by telephone at all times Telephone 

numbers shall be furnished to the City and updated as required to ensure 

that the list remains current 

2 2 Plant Operations Plant operations will be fine tuned and calibrated 

during this phase Operations will be viewed in the context of the workings of the 

larger water system 

a 

Daily plant operations and inspections 





I Operations Plan 


status 







h 




1 City ofLathrop the Hz0 group inc 

y Proposal for Contracf Services for Operafions o the LAWTF Page 8 

109


Needs of the Cify of Lafhrop and rts Crtizens 

the 

1 

i 

Frou p 


fmm planning lo operations 











City Corporation Yard at 2112 East ouise Ave and will be accessible to 





GAS634 reporting requirements for infrastructure assets All records and data 




a 

b 




vt i ciryofLarhrop 


y Proposal for Contract Services for Operations o fhe LAINTF Page 9 

a 13 

d 

aa 

a 

110


Needs of the City of Lathrop and its Citizens th eI ss ro u p 

13 CxiwtLsi6Ls 

t 



Phase 1 Pre Operations 

1 Electrical Engineering 5upport 27 000 

2 Plant Validation Testing and Startup 36 500 

3 Preliminarv Budqetinq Support 3500 

Subtotal 67 000 

LAWTF Operations Approach Development Phase 2 Year1Months 0 6 

1 Preliminary SOP Development 7000 

2 Plant Management and Coordination 20 3 Plant Operations 89 000 

4 On Call services 7500 

5 Warranty Management 5000 

6 Operations Plan 20 000 


LAWTF Operations Calibration Phase 3 Year1Months 7 12 

1 Final SOP Development 2500 

2 Water System Operations Analysis Support and Engineering 18 000 

3 Plant Management and Coordination 10 4 Warranty Management 5000 

5 Plant Operations 89 000 

6 On Call Services 7500 

7 Asset Manaqement 5 000 


LAWTF Operations and Maintenance Phase4Years 23annual costs shown 

1 Plant Management and Coordination 19 500 

2 Plant Operations 000 177 

3 On Call Services 15 000 


Time and Materials Task 

Services beyond year 3 to be mutually negotiated between the City and H2O 

Fees will be escalated by 3 per year above what is shown starting in year 3 

r Y ciryoarnrop the Hz0 group inc 

a 

Proposal fo Confract Services for Operations of the LAWTF Page 10 

t 

111



Ccpuirelesoure 

th p 

sm9tEwaterengineering 

fmm planning to operalions 

The City will provide the H20 Group with the following resources 

1 SEMS training 

2 Office space dedicated for management of the LAWTF systems at the 

corporation yard building including the following 

a 

b 

c 

d 

e 

Desk workspace 

Computer 

Laptop with air card for remote access to SCADA 

Minor office and lab supplies 

White board 

3 Training on accessing of required City databases and software such as SEMS 

4 Continued IT support to allow access to facility operational data 

5 Use of hydraulic model 

ciry of arnrop 

the Ha0 group inc 

Proposal or Contracf Services for Operations ot the LAVV 

F Page 11 

112



atrrta atiaar nc larifieatic rts 

the p 

sm3Rtwaterengineering 

fmm planning ro operations 

1 City personnel will support scheduled and unscheduled maintenance activities by 

providing manpower parts materials and equipment as necessary 

2 Maintenance activities that cannot be supported by City staff will be contracted 

out and managed by H2O 

3 Equipment parts repairs and replacement will be budgeted for and paid for by 

the City 

4 All interagency fees will be paid for by the City 

City ofLathrop 


Proposa for Contracf Servrces7o Operations o7the LAWTF Page 12 

113


t 


the I u p 


from planning to operations 

iwtf 

Fees listed are hourly 

Plant Operator 85 

Plant Operator backup 85 

Electrical Engineer 125 

Principal in Charge 145 

Project Contract Manager 125 

Maintenance Personnel 85 

Administrative Support 50 

Expenses Cost plus 15 

Rates will be escalated by 3 at the beginning of each calendar year 


Proposal for Contract Services for Operafions of the LAWTF Page 13 

i ciryot arnrop 

fiii 

4 4 

114



ITEM 45 

ITEM CREATE CIP GG 12 16 FOR ADA TRANSITION 

PLAN 


Adopt a Resolution Approving the Creation of 

CIP GG 16 12 to Prepare an ADA Transition 

Plan 

SUMMARY 

Congress enacted the Americans with Disabilities Act ADA in 1990 requiring local 

governments to provide equal access to civic facilities services programs and 

activities for individuals with disabilities An ADA Transition Plan for the City of 

Lathrop is needed to survey existing facilities and to identify procedures and 

establish a schedule for achieving compliance with ADA requirements Staff 

requests creation of CIP GG 16 12 to prepare an ADA Transition Plan for the City of 

Lathrop with a project budget of 35 000 to be paid using the interest earned in 

TDA fund 214 

BACKGROUND 

The Americans with Disabilities Act ADA mandates local governments to provide 

equal opportunity for individuals with disabilities An ADA Transition Plan is needed 

for the City to meet the following objectives for compliance with ADA requirements 

Provide a survey to identify barriers for accessibility in existing facilities and 

describe methods that will be used to make the facilities accessible 

Ensuring that all new construction alterations and additions meet current 

accessibility standards 

Maintaining features that are necessary to provide access to services 

programs and activities 

Specify a schedule and establish processes for complying with the ADA 

The Central San Joaquin Valley Risk Management Authority CSJVRMA has adopted 

an ADASelf Evaluation and Transition Plan Checklist for use by its members Staff 

requests the creation of CIP GG 12 16 in order to hire a consultant to prepare an 

ADA Transition Plan for the City of Lathrop in accordance with the CSJVRMA 

document and ADA requirements 


Preparation of an ADA Transition Plan is needed to assist the City meet compliance 

with ADA requirements to provide civic access to individuals with disabilities Staff 

requests creation of CIP GG 12 16 with a budget of 35 000 to prepare an ADA 

Transition Plan for the City of Lathrop using the interest earned in TDA fund 214 

115



CREATE CIP GG 12 16 FOR ADA TRANSITION PLAN 

FISCAL IMPACT 

Staff requests City Council authorize creation of GG 12 16 to prepare an ADA 

Transition Plan with a budget of 35 000 Staff requests a budget amendment 

using the interest earned in TDA fund 214 

Increase Transfer Out LTF Streets and Roads TDA Fund 214 

214 9900 

9010 35 000 

Increase Transfer In 

301 9900 393 0000 35 000 

Increase Expenditure 

301 8000 481 2001 GG 12 16 35 000 

ATTACHMENTS 

A Resolution Approving Creation of CIP GG 12 16 to Prepare an ADA Transition 

Plan 

116



CREATE CIP GG 16 12 FOR ADA TRANSITION PLAN 

APPROVALS 

so 3 12 

Greg G on Date 


M ry G ace ou i Date 

Pr ncip I En ineer 

3zL 

Ste alvatore Date 


Dir ctor of Public Works 

327rz 

Cari James 

Acting Finance 

irector 

Date 



D tae 

3z z 

a 

Car eat n Da e 

City Mana 

er 

117


A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LATHROP 

APPROVING THE CREATION OF CIP GG 12 16 TO PREPARE AN ADA 

TRANSITION PLAN 

WHEREAS Congress enacted the Americans with Disabilities Act ADA in 

1990 requiring local governments to provide equal access to civic facilities 

services programs and activities for individuals with disabilities and 

WHEREAS an ADA Transition Plan for the City of Lathrop is needed to 

survey existing facilities and to identify procedures and establish a schedule for 

achieving compliance with ADA requirements and 

WHEREAS the Central San Joaquin Valley Risk Management Authority 

CSJVRMA has adopted an ADA Self Evaluation and Transition Plan Checklist for 

use by its members and 

WHEREAS Staff requests creation of CIP GG 12 16 with a budget of 

35 000 to prepare an ADA Transition Plan for the City of Lathrop using the interest 

earned in TDA fund 214 as follows 


Lathrop hereby authorizes creation of GG 16 12 ADA Transition Plan with a budget 

of 35 000 using the interest earned in TDA fund 214 in accordance with the 

following budget amendment 

Increase Transfer Out LTF Streets and Roads TDA Fund 214 

214 9900 

9010 35 000 


301 9900 393 0000 35 000 

Increase Expenditure 

301 8000 481 2001 GG 12 16 35 000 

118

The foregoing resolution was passed and adopted this 2nd day of April 2012 by the 


AYES 

NOES 

ABSTAIN 

ABSENT 



ATTEST 



119

120



ITEM 46 

ITEM CREATE CIP GG 12 17 FOR SCADA SYSTEM 

MODIFICATIONS AND APPROVE TASK ORDER 

12 WITH MCC CONTROL SYSTEMS LP 


Adopt a Resolution Approving Creation of CIP 

GG 12 17 and Approving a Task Order 12 with 

MCC Control Systems for SCADA System 

Modifications 

SUMMARY 

SCADA System Modifications are needed to upgrade the City s SCADA system 

software for the wastewater stormwater and recycled water systems to the new 

SCADA software used for the potable water system Staff requests creation of CIP 

GG 17 12 SCADA System Modifications with a project budget of 52 730 allocated 

from various funding sources as follows 

rFund No Fund Name Amount 

253 Woodfield Landsca e District General Fund Subsid 1614 

249 Xroads Storm Drain Ca ital Re lacement 1614 

251 Storm Drain Benefit Assessment District 12 913 

256 Stonebrid e Draina e and Li htin 1614 

259 Mossdale CFD Ca ital Re lacement 9685 

607 WRP 1 Ca ital Re lacement 172 

611 WRP 1 MBR Ca ital Re lacement 8118 

TOTAL 52 730 

In addition Staff requests approval of a Task Order under the Master Agreement 

with MCC Control Systems to perform the SCADA System Modifications using the 

funds allocated to the new CIP GG 12 17 

BACKGROUND 

The City s Supervisory Control and Data Acquisition SCADA system is the 

combination of hardware and software that controls the wells booster stations lift 

stations and pump stations for the City s storm drainage water wastewater and 

recycled water systems The SCADA system software currently used for 

wastewater stormwater and recycled water systems has expensive annual 

subscription fees with limited historian and reporting capabilities and can only run 

on dated server software The new SCADA software that is currently used for the 

potable water system provides improved data historian and reporting capabilities 

and greater flexibility at a lower annual subscription cost than the software that is 

used for the old SCADA system In March 2011 Council approved an agreement 

for MCC Control Systems to install and configure the new SCADA software for the 

City s potable water system and the new Louise Avenue Water Treatment Facility 

and anticipating that the wastewater stormwater and recycled water systems 

would be added to the new SCADA system at a later date At the request of Staff 

MCC has provided a proposal to migrate the wastewater stormwater and recycled 

water systems to the new SCADA system used by the potable water system for a 

cost of52 730 

121



CREATE CIP GG 12 17 FOR SCADA SYSTEM MODIFICATIONS 


SCADA integration services from MCC Control Systems are needed to migrate the 

wastewater recycled water and storm drainage facilities to the new SCADA system 

used for the potable water system Staff requests creation of CIP GG 17 12 with a 

budget of52 730 for SCADA System Modifications and approval of a Task Order 

agreement with MCC Control System to provide these services 

FISCAL IMPACT 

Staff requests City Council authorize creation of GG 17 12 with a budget of52 730 

for the SCADA System Modifications A General Fund subsidy is required to 

subsidize Woodfield Landscape District Fund 253 portion of the SCADA integration 

services Staff requests allocation of funds from Funds 101 249 251 256 259 

607 and 611 to GG 12 17 with the following budget amendment 

Increase Transfer Out 

General Fund 

101 9900 

9010 1614 


Woodfield Landscape District 

253 9900 393 0000 1614 



253 9900 

9010 1614 


Crossroads Storm Drain Capital Replacement 

249 9900 

9010 1614 

Increase Transfer Out Storm Drain Zone 1 

251 9900 

9010 12 913 

Increase Transfer Out Stonebridge Drainage Lighting 

256 9900 

9010 1614 


Mossdale CFD Capital Replacement 

259 9900 

9010 9685 


Water Recycling Plant 1 Capital Replacement 

607 9900 

9010 172 


Wastewater Capital Replacement 

611 9900 

9010 8118 

Increase Transfer In GG 12 17 

301 9900 393 0000 52 730 

Increase Expenditure GG 12 17 

301 8000 481 2058 52 730 

ATTACH M E NTS 

A Resolution Approving Creation of CIP GG 12 17 SCADA System Modifications 

B Task Order 12 

122



CREATE CIP GG 12 FOR SCADA SYSTEM MODIFICATIONS 

APPROVALS 

3282 

Greg 

son Date 


3i 

M ry 

ac Houli Date 

Pnci ai ngineer 

S Zy 

St n Salvatore Date 


Direator of P blic Works 

C 

Cari James 

Acting Fin n e Director 

S 



Date 

Date 

3 K ia 

Zl z 

1 

Cary Ke ten D Ee 

City Man ger 

123



APPROVING CREATION OF CIP GG 12 17 AND APPROVING A TASK ORDER 

WITH MCC CONTROL SYSTEMS FOR SCADA SYSTEM MODIFICATIONS 

WHEREAS SCADA System Modifications are needed to upgrade the City s 

SCADA system software for the wastewater stormwater and recycled water 

systems to the same platform used for the potable water system and 

WHEREAS in March 2011 Council approved an agreement for MCC Control 

Systems to install and configure the new SCADA software for the City s potable 

water system and the new Louise Avenue Water Treatment Facility and anticipating 

that the wastewater stormwater and recycled water systems would be added to 

the new SCADA system at a later date and 

WHEREAS MCC Control Systems has provided a proposal to migrate the 

wastewater stormwater and recycled water systems to the new SCADA system 

used by the potable water system for a cost of52 730 and 

WHEREAS Staff requests approval of a Task Order agreement with MCC 

Control System for a cost of52 730 to provide these services and 

WHEREAS A General Fund subsidy is required to subsidize Woodfield 

Landscape District Fund 253 portion of the SCADA integration services funds 101 

249 251 256 257 607 and 611 are available to fund GG 17 12 for SCADA System 

Modifications 

WHEREAS Staff requests creation of CIP GG 12 17 with a budget of 

52 730 for SCADA System Modifications with a project budget of 52 730 

allocated from various funding sources as follows 

Fund No Fund Name Amount 

253 Woodfield Landsca e District General Fund Subsid 1614 

249 Xroads Storm Drain Capital Re lacement 1614 

251 Storm Drain Benefit Assessment District 12 913 

256 Stonebrid e Draina e and Li htin 1614 

257 Mossdale CFD 9685 

607 WRP 1 Ca ital Re lacement 172 

611 WRP 1 MBR Ca ital Re lacement 8118 

TOTAL 52 730 

124


Lathrop hereby authorizes creation of GG 12 17 SCADA System Modifications with a 

budget of 52 730 and approval of a Task Order with MCC Control System to 

provide services to migrate the wastewater stormwater and recycled water 

systems to the new SCADA system used by the potable water system for a cost of 

52 730 to be paid using Funds 101 249 251 256 257 607 and 611 and 

BE IT FURTHER RESOLVED that the City Council of the City of Lathrop 

hereby authorizes the following budget amendment 


General Fund 

101 9900 

9010 1614 



253 9900 393 0000 1614 



253 9900 

9010 1614 


Crossroads Storm Drain Capital Replacement 

249 9900 

9010 1614 

Increase Transfer Out Storm Drain Zone 1 

251 9900 

9010 12 913 

Increase Transfer Out Stonebridge Drainage Lighting 

256 9900 

9010 1614 


Mossdale CFD Capital Replacement 

259 9900 

9010 9685 


Water Recycling Plant 1 Capital Replacement 

607 9900 

9010 172 


Wastewater Capital Replacement 

611 9900 

9010 8118 

Increase Transfer In GG 12 17 

301 9900 393 0000 52 730 

Increase Expenditure GG 12 17 

301 8000 481 2058 52 730 

125

The foregoing resolution was passed and adopted this 2nd day of April 2012 by the 


AYES 

NOES 

ABSTAIN 

ABSENT 


APPROVED AS TO F RM ATTEST 



126

TASK ORDER No 12 

PURSUANT TO 

MASTER AGREEMENT FOR CONSULTING SERVICES 

DATED JANUARY 16 2007 

MCC CONTROL SYSTEMS LP 

SCADA SYSTEM MODIFICATIONS PROJECT GG 12 17 

THIS TASK ORDER dated for convenience this 2 day of April 2012 is by 

and made and entered into by and between MCC Controi Systems LP 

CONSULTANT and the CITY OF LATHROP a California municipal corporation 

GTY 

RECITALS 

WHEREAS on January 16 2007 CONSULTANT entered into a Master 

Agreement AGREEMENT with the CITY by which the CONSULTANT has 

agreed to provide SCADA Professional Services for which they are uniquely 

qualified as the City s Sole Integrator for SCADA systems 

The City Council 

authorized the execution of said AGREEMENT with CONSULTANT pursuant to 

Resolution 07 2349 and 

WHEREAS at the request of the CITY CONSULTANT has submitted a 

scope of work and fee estimate shown in the attached Exhibit A and incorporated herein 

by reference to provide Ignition SCADA System Development copy of said scope of 

work and fee estimate attached hereto as Exhibit A and incorporated herein by 

reference 

NOW THEREFORE THE PARTIES MUTUALLY AGREE AS FOLLOWS 

AGREEMEiVT 

1 IncorporationOfMasterAqreement ThisTaskOrderherebyincorporates 

by reference all terms and conditions set forth in the Master Agreement for 

Consulting Services forthis project unless specifically modified by this Task 

Order 

2 

Scope of Service CONSULTANT shall furnish labor services materials 

and equipment in connection with the construction of the Project and 

complete the Work in accordance with the covenants terms and conditions 

of this Agreement to the satisfaction of City CONSULTANT agrees to 

perform SCADA Consulting Services in accordance with the scope of work 

and fee proposal provided in ExhibitA CONSULTANT agrees to diligently 

perform these services in accordance with the upmost standards of its 

profession and to the CITY S satisfaction 

127

CITY OF LATHROP CONSULTING SERVICES AGREEMENT 

MCC CONTROL SYSTEMS LP TASK ORDER 12 

3 Time Of Performance 

This Agreement shall commence on and be binding on the parties on the 

date of execution of this Agreement and shall expire on the date that final 

payment is made hereunder subject to the earlier termination of this 

Agreement CONSULTANT shall commence performance and shall 

complete all required services no later than the dates set forth in Exhibit A 

4 Representations and Warranties 

In the supply of any materials and equipment and the rendering of labor 

and services during the course and scope of the Project and Work 

Consultant represents and warrants 

a 

b 

c 

d 

e 

f 

g 

Any materials and equipment which shall be used during the 

course and scope of the Project and Work shall be vested in 

Consultant 

Any materials and equipment which shall be used during the 

course and scope of the Project and Work shall be merchantable and 

fit to be used for the particular purpose for which the materials are 

required 

Any labor and services rendered and materials and equipment 

used or employed during the course and scope of the Project and 

Work shall be free of defects in workmanship for a period of one 1 

year after the recordation of the Notice of Substantial Completion or if 

no such notice is required to be filed on the date of project 

acceptance 

Any manufacturer s warranty obtained by Consultant shall be 

obtained or shall be deemed obtained by Consultant for and on behalf 

of City 

Any information submitted by Consultant prior to the award of 

Agreement or thereafter upon request whether or not submitted 

under a continuing obligation by the terms of the Agreement to do so 

is true and correct at the time such information is submitted or made 

available to the City 

Consultant has not colluded conspired or agreed directly or 

indirectly with any person in regard to the terms and conditions of 

ConsultanYs proposal 

Consultant has the power and the authority to enter into this 

Agreement with City that the individual executing this Agreement is 

Yage 2 of 5 

128



duly authorized to do so by appropriate resolution and that this 

Agreement shall be executed delivered and performed pursuant to the 

power and authority conferred upon the person or persons authorized 

to bind Consultant 

h 

i 

j 

k 

I 

Consultant has not made an attempt to exert undue influence with 

the Project Manager or any other person who has directly contributed 

to City s decision to award the Agreement to Consultant 

There are no unresolved claims or disputes between Consultant 

and City which would materially affect ConsultanYs ability to perform 

under the Agreement 

Consultant has furnished and will furnish true and accurate 

statements records reports resolutions certifications and other 

written information as may be requested of Consultant by City from 

time to time during the term of this Agreement 

Consultant and any person performing labor and services under 

this Project is duly licensed as a Consultant with the State of California 

as required by California Business Professional Code Section 7028 

as amended and 

Consultant has fully examined and inspected the Project site and has 

full knowledge of the physical conditions of the Project site 

5 Compensation 

CITY hereby agrees to pay CONSULTANT a sum not to exceed Fifty Two 

Thousand Seven Hundred and Thirty Dollars 52 730 for the Ignition 

SCADA System Development Services set forth in Exhibit A 

CONSULTANT shall be paid any uncontested sum due and payable within 

thirty 30 days of receipt of billings containing all information pursuant to 

Paragraph 5 of the Master Agreement In no event shall CONSULTANT be 

entitled to compensation for work not included in ExhibitA unless a written 

change order or authorization describing the extra work and payment terms 

has been executed by CITY s authorized representative prior to the 

commencement of the work 

6 Assiqnment 

This Agreement and the performance required hereunder is personal to 

Consultant and it shall not be assigned by Consultant Any attempted 

assignment shall be null and void 


129



7 Audits by Citv 

During the term of this Agreement and for a period of not less than three 

3 years after the expiration or earlier termination of this Agreement City 

shall have the right to audit ConsultanYs Project related and Work related 

writings and business records as such terms are defined in California 

Evidence Code Sections 250 and 1271 as amended during the regular 

business hours of Consultant or if Consultant has no such hours during 

the regular business hours of City 

8 Notice to Proceed 

Prior to commencing work under this agreement CONSULTANT shall 

receive a written Notice to Proceed from CITY A Notice to Proceed shall 

not be issued until all necessary bonds and insurance have been received 

City shall not be obligated to pay CONSULTANT for any services prior to 

issuance of the Notice to Proceed 

9 Siqnatures 

The individuals executing this Agreement represent and warrant that they 

have the right power legal capacity and authority to enter into and to 

execute this Agreement on behalf of the respective legal entities of the 

CONSULTANT and the CITY This agreement shall inure to the benefit of 

and be binding upon the parties hereto and their respective successors and 

assigns 


130



Approved 

as to Form 

City 

of Lathrop 



Date 

Recommended for Approval 



Stephen J Salvatore 

Date 

Approved By 




Cary Keaten 


Date 

CONSULTANT 

MCC Control Systems LP 

859 Cotting Ct Suite G 

Vacaville CA 95688 

Fed ID 

Bus License 

Signature 

Date 

Print Name and title 

Paae 5 of 5 

131

ICCC NTRUL 5YST MS 

YC IJR PARTi Eft IN AUTC MtlOf k 

859 Cotting CL Ste G www mccwater com 


Phone707 0341 449 

Fax707 449 6333 

21 2011 

To 

Attention 

From 

Regarding 


Mary Grace Houlihan 

Robert Pitts 

Ignition SCADA System Development 

MCC Quote 

110201 RP02 

This proposa details all mater ials and services we intend to provide for the above referenced project 

Be sure to reference General Notes following the scope listing 

This proposal expires 45 days after the date noted above 

Scope of Work 

Item No Qty Description Line Item Price 

3 Lot Waste Water 10 Sites 19 080 00 

Off site screen development 

On Site Screen Integration 

Waste Water Report Creation 

On Site Testing 

General Notes 

1 The total price 

for the work above is 19 080 00 

2 Prices quoted above includes sales tax and travel to the jobsite 

3 Terms and Conditions of safe Upon MCC approval o customer credit MCC will extend 30 day payment terms 

on invoices for deliverables provided per this scope of work Deliverables are FOB MCC Vacaville CA with 

freight allowed unless specifically noted othenvise in this proposal Customer may accept this proposal by 

signature here on or by separate purchase order 

Please call or email with any questions 

Sincerely 

Robert Pitts 

This scope of work is the property of MCCCS and is provided only for fhe useoprospecfive customers who have 

received this document directly from MCCCS II is not fo be reproduced orre transmitted to any par y withouf the 

wiitten authorization of MCC Contro Systems 


132

MCC CCJf JTRQ SYSTEMS 

Rli hE Id JiCAl IN 

859 Cotting 


Ct Ste G www mccwater com 

Phone707 0341 449 

Fax707 449 6333 

212011 

To 

Attention 

From 

Regarding 



RobeR Pitts 


MCC Quote 

110201 RP03 

This proposal details all materials and services we intend to provide for the above referenced project 

Be sure to reference General Notes following the scope listing 

7his proposal expires 45 days aRer the date noted above 

Item No Qty Description 


Line Item Price 

4 Lot Storm Water 17 Sites 27 440 00 



Storm Water Report Creation 


General Notes 

t The total price for the work above is 27 440 00 


3 Terms and Gonditions of sale Upon MCC approval of customer credit MCC will extend 30 day payment terms 


freight allowed unless specifcally noted othenvise in this proposal Customer may accept Yhis proposal by 



Sincerely 

Robert Pitts 

ihis scope of work is the propertyoMCCCS and is provided only or he use ofprospective customers who have 

received this documenf directty from MCCCS f s no o be reprodacedorre 

transmiHed tu any party without fhe 

written authorizationoMCC Control Sysrems 


133

WCC ONTRC SYST MS 

YClR PA TNL R INAI iTC 1ATfC 

859 Cotting Ct Ste G www Phone707 449 0341 

Vacaville CA 95688 Fax 707 6333 449 

212011 

To 

Attention 

From 

Regarding 



Robert Pitts 


MCC Quote 

110201 RP4 

This proposal details all materials and services we intend to provide for the above referenced project 

Be sure to reference Generel Notes following the scope listing 

This proposal expires 45 days after the date noted above 


Item No Qty Description Line Item Price 

5 Lot Reclaimed Water 3 Sites 6210 00 



Reclaimed Water Report Creation 


General Notes 

1 The total price 

for the work above is 6210 00 


3 Terms and Conditions of sale Upon MCC approval of customer credit MCC will extend 30 day payment terms 


freight allowed unless specifically noted otherwise in this proposal Customer may accept this proposal by 



Sincerely 

Robert Pitts 

This scope o woik is the property o MCCCS and is provided only for fhe useoprospective customers who have 

receiverl this document directty from MCCCS It is nof fo be reproduced orre fransmitted to any party withouf the 

writfen authorization of MCC Con rol Systems 


134



ITEM 47 

ITEM 

ACCEPT IMPROVEMENTS COMPLETED PURSUANT TO 

WW04 12 MCKINLEY AVENUE SANITARY SEWER 

MAIN AND PUMP STATION 

RECOMMENDATION Adopt a Resolution Accepting Improvements 

Completed Pursuant to WW04 12 McKinley Avenue 

Sanitary Sewer Main and Pump Station from Knife 

River Construction and Authorizing Filing of a 

Notice of Completion and Release of Contract 

Re tention 

SUMMARY 

Staff requests that City Council adopt the attached Resolution accepting CIP WW04 

12 McKinley Avenue Sanitary Sewer Main and Pump Station from Knife River 

Construction Staff also requests City Council authorize a Notice of Completion to 

be filed with the San Joaquin County Clerk and release of the contract retention 

associated with this portion of the contract within 45 days after recording the Notice 

of Completion 

BACKGROUND 

City Council authorized creation of WW04 12 McKinley Avenue Sanitary Sewer Main 

and Pump Station to construct a pump station and sewer main in McKinley Avenue 

This portion of sewer main will provide sewer conveyance to many of the properties 

along McKinley Avenue between Park Street and Lathrop Road 

In October 2010 City Council awarded the contract for WW04 12 to Knife River 

Construction with a construction contract budget of1262 830 Knife River 

Construction has completed construction of these improvements to the satisfaction 

of the Director of Public Works StafF is requesting that City Council adopt the 

attached resolution accepting the Improvements associated with CIP WW04 12 

from Knife River Construction Staff is also requesting authorization to file a Notice 

of Completion with the San Joaquin County Clerk and release contract retention in 

the amount of116 178 73 within 45 days of filing the Notice of Completion 

REASON FOR RECOMMENDATION 

Knife River Construction has completed the improvements associated with WW04 

12 McKinley Avenue Sanitary Sewer Main and Pump Station to the satisfaction of 

the Director of Public Works Staff is requesting City Council accept these 

improvements and authorize filing a Notice of Completion to allow release of 

retention associated with this contract 

135



ACCEPT WW04 12 MCKINLEY AVENUE SANITARY SEWER MAIN AND PUMP STATION 

FISCAL IMPACT 

The total contract amount for WW04 12 McKinley Avenue Sanitary Sewer Main and 

Pump Station is161 787 25 Contract retention in the amount of 116 178 73 

will be released within 45 days after recording the Notice of Completion 

ATTACHMENTS 

A Resolution No 12 

136



ACCEPT WW04 12 MCKINLEY AVENUE SANITARY SEWER MAIN AND PUMP STATION 

APPROVALS 

3 Z I 1 

Ryani Da 


l 2 

M ry G ac Houli Date 

P ncip I Civil Engineer 

i 

j 3 ZTZ 

Ste UY rfJ Salvatore 

Date 

puty City Manager 


Cari James Date31d 

Acting Direc of Finance zzi 



Date 

Cary 

City Man 

Ke ten 

Date 

ger 

i i7 

i 

Z 

137



ACCEPTING IMPROVEMENTS COMPLETED PURSUANT TO WW04 12 

MCKINLEY AVENUE SANITARY SEWER MAIN AND PUMP STATION FROM 

KNIFE RIVER CONSTRUCTION AND AUTHORIZING FILING OF A NOTICE OF 

COMPLETION AND RELEASE OF CONTRACT RETENTION 

WHEREAS City Council authorized creation of WW04 12 McKinley Avenue 

Sanitary Sewer Main and Pump Station to provide sewer conveyance to properties 

along McKinley Avenue between Park Street and Lathrop Road and 

WHEREAS in October 2010 City Council awarded the contract for WW04 

12 to Knife River Construction and 

WFIEREAS Knife River Construction has completed construction of these 

improvements to the satisfaction of the Director of Public Works and 

WHEREAS Staff is requesting that City Council adopt the attached resolution 

accepting the Improvements associated with CIP WW04 12 from Knife River 

Construction and 

WHEREAS Staff is also requesting authorization to file a Notice of 

Completion with the San Joaquin County Clerk and release contract retention in the 

amount of116 178 73 within 45 days of filing the Notice of Completion 

NOW THEREFORE BE IT RESOLVED the City Council of the City of 

Lathrop does hereby accept the Improvements associated with CIP WW04 12 from 

Knife River Construction and 

BE IT FURTHER RESOLVED the City Council of the City of Lathrop does 

hereby authorize filing a Notice of Completion with the San Joaquin County Clerk 

and release contract retention in the amount of116 178 73 within 45 days of filing 

the Notice of Completion 

138



AYES 

NOES 

ABSENT 

ABSTAIN 



ATTEST 

i 



139

RI CORDWG REQUFSI HU BY 

CITY OF LATI IILOP 

AND WHf N ILECORD MNL TO 

NAMIi 

CIIY OFIATHROP 

MITZI ORTV CITY CLERK 

SlRfF 

ADURh Sti 390 Tu ne CeNrc Drivc 

CITY ST TF 7IP Lnthrop CA 95330 

NOTICE OF COMPLETION 

NOTICE IS HEREBY GIVCN 

I That he inreres or estate sialed in paragraph 3 herein in Ihe real property herein described is owned by 

NAME STREET AND NO CITY STATE 

Citv ofLathrop 390 Towne Centre Drive Lathrop California 

Qf more than one owner of the interest steted the name and address of each must be stated 

3 That the tull name and 2ddress of the owner of said interest or estate if there is only one owner and that the full 

names and addresses of all lheco owners who own said inlerest or estate as tenants in convnon as joint tenants or 

otherwise if diere is more tlian one owner are set forth in the preceding paragraph 

3 That the nature of tide or thesated owner or if more than one owner then of the stared owner andco owners is In 

Fee 

4 That on the 2 day of April 2012 a work ofsubs antial improvement on the real property herein described was 

completed 

That the name of the original contractor if any for said work of substantial improvemen was 

dbaInife River Conshuction 

DSS Company 

6 That Ihe name and address of the transferor is 

NAME STREET AND NO CITY STATE 

DSS Company dba 

Knife River Construction 655 W Clav St Stockton CA 95206 

7 That the real property herein referred to is situated in the Ciri of Lathrop County of San Joaquin 

State of California and is described as follows 

CIP W W04 1 McKinlev Avenue Sanitai Sewer Min and Pump Station FY 20I I Lathrop CA 95330 

By 

DirecrorofPublic Works 

That the undersigned has knowledge of die contents herein nd states under penalty of perjury that the foregoing is 

true and correct 

By 

Ciry Clerk 

140



ITEM 51 

ITEM REFUNDING OF INSTALLMENT PURCHASE 

CERTIFICATES OF PARTICIPATION 2000 SERIES A 

Z000 COPS 

RECOMMENDATION Approve Resolution No 12 Refinancing the 

Certificates of Participation Series 2000A2000 

COPs Using a Tax Exempt Bank Qualified Private 

Placement Loan Provided by BBVA Compass 

Authorizing the Borrowing of Funds to Refinance 

the Outstanding 2000 COPs and Approving Related 

Documents and Actions and 

Approve Resolution No 12 Approving a Budget 

Amendment From the Water System Rate 

Stabilization Fund in an Amount Not to Exceed 

000 120 and 

Approve Commitment Letter dated326 2012 from 

BBVA Compass Bank for refinancing the Z000 COPs 

and authorize the City Ma ager to sign on behalf of 


SUMMARY 

In December 2011 City Staff presented a City Bond Issue Refunding Review 

presentation to City Council After conferring with outside financial consultants 

Staff determined that the only viable refunding candidate among the City s bond 

issues was the Installment Purchase Certificates of Participation 2000 Series A 

2000 COPs 

City Staff has completed a refunding analysis of the 2000 COPs With the 

assistance of outside financial consultants a private placement tax exempt bank 

qualified loan the Loan has been offered by BBVA Compass Bank the Bank 

The Loan requires a Debt Service Reserve Fund DSRF in the estimated amount 

of 499 325 However due to State requirements associated with other Water 

System debt the DSRF must be funded by sources other than the refunding 

proceeds Staff recommends using 386K budgeted for the 2000 COPs612012 

debt service payment in conjunction with 120K from the Water System Rate 

Stabilization Fund to fund the DSRF 

The Bank Loan provides a refunding financing vehicle which will provide substantial 

savings per the following table 

141



REFUNDING OF INSTALLMENT PURCHASE CERTIFICATES OF 


EST TERM CURRE FIXED ADJUSTED EST EST NET EST AVG 

ISSUE SIZE IN NT REFI GROSS BOND TOTAL NET 

YEARS RATES RATE NET DEBT ADMIN SAVINGS ANNUAL 

SERVICE SAVINGS SAVINGS 

SAVINGS THRU 

MATURI 

TY 

6231 000 175 5875 

3 50 

590 1797 082 

81 000 1 878 082 107 319 

Advantages of the refunding include 

Reduction of the debt interest rate from58759 to35 

The combined estimated total savings is nearly 19 million which provides 

an estimated average annual savings of more than 107K 

Reduction of the remaining term to maturity from 185 to 175 years 

With City Council approval of this item tonight the estimated completion of the 

refunding is early May 2012 Additional documents required to complete the 

refunding are listed in the Attachment Section and attached to this report 

BACKGROUND 

In recent months Staff has worked with Bill Fawell of WJ Fawell Co Placement 

Agent and Chick Adams of Jones Hall Bond Counsel in securing a private 

placement bank qualified loan the Loan from BBVA Compass Bank BBVA or 

the Bank This Loan will provide a refunding vehicle for the 2000 COPs which 

reduces both the interest rate on the debt from 59 to35 and the final year 

of debt service from 2030 to 2029 Overall the refunding of the 2000 COPs 

provides a savings of nearly 19 million over the life of the Loan This sum 

includes both debt service savings and reflects a reduction in administrative costs 

associated with the 2000 COPs 

The Bank requires a Debt Service Reserve Fund DSRF equal to the maximum 

annual debt service amount estimated to be 325 499 Due to refunding 

limitations related to the State of California refunding authorization this amount 

cannot be included in the refunding proceeds This State refunding authorization 

was needed as a condition of the State Revolving Fund SRF loan agreement the 

City used to construct the Arsenic Treatment Facility Given the need of DSRF 

funding from sources outside the Bank loan Staff recommends utilizing the funds 

previously budgeted for the 2000 COPs612012 debt service payment 386 216 

combined with an amount from the Water System Rate Stabilization Fund not to 

142


APRIL Z 2012 CITY COUNCIL MEETING 



exceed iZ0 000 A separate budget amendment is included with this Staff Report 

for this funding request 

Assuming City Council approval it is anticipated that the refunding will be 

completed by early May 2012 Additional documents listed in the Attachments 

Section are included with this Staff Report and are required to complete the 

refunding 


The reduction of the debt maturity term by 1 year and the reduction of the debt 

interest rate by nearly 24 results in an annual savings of approximately 

000 107 and a gross savings of nearly 19 million in debt service and 

administrative expenses These savings will reduce the expenditures in the water 

fund and assist with the goal of keeping water rates stable for rate payers 

FISCAL IMPACT 

The net fiscal impact on the Water Rate Stabilization Fund is a 

not to exceed 000 120 as follows 

reduction of reserves 

Increase Expenses 

562 5050 501 8001 000 120 

143





ATTACHMENTS 

A Resolution No 12 Refinancing the Certificates of Participation Series 

2000 A2000 COPs Using a Tax Exempt Bank Qualified Private 

Placement Loan Provided by BBVA Compass Authorizing the Borrowing of 

Funds to Refinance the Outstanding 2000 COPs and Approving Related 

Documents and Actions 

B Resolution No 12 Approving a Budget Amendment From the Water 

System Rate Stabilization Fund in an Amount Not to Exceed 120 000 

C Commitment Letter dated326 2012 from BBVA Compass Bank 

refinancing the 2000 COPs 

for 

D 

E 

F 

G 

H 

I 

Loan Agreement 

Irrevocable Refunding Instructions 

Costs of Issuance Custodian Agreement 

Estimated Refinancing Savings Summary and Tables 

Agreement for Placement Services with WJ Fawell Co 

Agreement for Bond Counsel Services with Jones Hall a Professional Law 

Corporation 

144





APPROVALS 

ike Sylvia 

Special Districts 

ager 

32d 2olZ 

Date 

a 

Cari a s Date 

Acting i nce Director Z 



Date 

y K a en Date 

City Ma ager 

3z5Z 

145



REFINANCING THE CERTIFICATES OF PARTICIPATION SERIES 2000 A 

USING ATAX EXEMPT BANK QUALIFIED PRIVATE PLACEMENT LOAN 

PROVIDED BY BBVA COMPASS AUTHORIZING THE BORROWING OF FUNDS 

TO REFINANCE THE OUTSTANDING CERTIFICATES OF PARTICIPATION 

SERIES 2000 A AND APPROVING RELATED DOCUMENTS AND ACTIONS 

WHEREAS the City operates a public enterprise for the supply treatment and 

distribution of water within the service area of the City the Water System and in 

order to provide funds to refinance obligations originally issued for the acquisition and 

construction of improvements to the Water System the City has previously entered 

into an Installment Sale Agreement dated as of May 1 2000 between the City and 

the Lathrop Public Facilities Financing Corporation under which the City is obligated to 

pay certain installment payments the 2000 Installment Payments which are 

evidenced by Installment Purchase Certificates of Participation 2000 Series A in the 

aggregate principal amount of8105 000 the 2000 Certificates and 

WHEREAS the 2000 Certificates are subject to prepayment on any date and 

in order to realize interest rate savings the City proposes to enter into a Loan 

Agreement with Compass Bank as lender the Lender for the purpose of 

borrowing an amount to be used to prepay the 2000 Installment Payments and 

thereby refinance the 2000 Certifcates to be payable from and secured by a pledge 

of and lien on the net revenues of the Water System and 

WHEREAS the City is authorized to borrow amounts from the Lender and 

enter into a Loan Agreement with the Lender evidencing the loan made thereunder 

pursuant to the provisions of Article 10 Chapter 3 Part 1 Division 2 of Title 5 of the 

California Government Code commencing with Section 53570 of said Code and 

WHEREAS the City Council wishes at this time to approve proceedings to 

refinance the Z000 Installment Payments and the Z000 Certificates and to approve 

related documents and actions 

NOW THEREFORE IT IS HEREBY RESOLVED by the City Council of the City of 

Lathrop as follows 

Section 1 Approval of Refinancing Agreements The City Council hereby 

approves borrowing funds from the Lender for the purpose of refinancing the 2000 

Certificates and the 2000 Installment Payments in an amount which is sufFicient to 

provide funds for that purpose To that end the City Council hereby approves each of 

the following agreements in substantially the respective forms on file with the City 

Clerk together with any changes therein or additions thereto deemed advisable by the 

City Manager or the Finance Director each an Authorized OfFicer and the 

execution thereof by an Authorized Officer shall be conclusive evidence of such 

approval 

ATfACHMENT 

Resolution No 12 


146

Loan Agreement between the City and the Lender whereby the Lender 

agrees to make a loan the Loan to the City in an amount which is 

sufficient to provide for the refinancing of the 2000 Certificates and to pay 

related financing costs and the City agrees to repay the Loan from the net 

revenues of the Water System The Loan shall bear interest at such rate of 

interest and shall be payable as to principal and interest at such times so 

as to produce annual debt service savings to the City in each fiscal year 

during the term of the Loan in an average annual amount of at least 

90 000 The final maturity date of the Loan shall be not later than one 

year prior to the final maturity date of the 2000 Certificates 

Irrevocable Refundinq Instructions given by the City to Union Bank NA as 

trustee for the 2000 Certificates the 2000 Trustee whereby the 2000 

Trustee agrees to establish an irrevocable escrow fund to be held and 

invested for the purpose of paying the principal and interest represented by 

the 2000 Certificates and to prepay the 2000 Certificates in full 

Costs of Issuance Custodian Agreement between the City and Union Bank 

NA as custodian providing for the deposit and application of a portion of 

the proceeds of the Loan to pay financing costs relating to the Loan 

An Authorized Officer is authorized and directed for and in the name and on behalf of 

the City to execuYe and the City Clerk is hereby authorized and directed to attest the 

final form of each of the foregoing documents 

Section 2 Deposit to Reserve Fund As provided in the Loan Agreement 

the City is required to establish a reserve fund for the Loan and to deposit therein an 

amount equal to the Reserve Requirement as such term is defined in the Loan 

Agreement The City Council hereby approves the deposit of available revenues of 

the Water System into such reserve fund on or before the closing date for the Loan 

Section 3 Authorization to Send Redemption Notice for 2000 

Certificates The City Council hereby authorizes and directs an Authorized Officer to 

give written instructions to the 2000 Trustee to give a notice of the redemption of the 

2000 Certificates such notice to be given prior to the closing of the Loan Such 

instructions shall indemnify the 2000 Trustee against any claims which may arise 

from giving such redemption notice in the event the Loan does not close for any 

reason 

Section 4 Engagement of Professional Services The City Council hereby 

appoints the firm of Jones Hall A Professional Law Corporation to act as bond counsel 

to the City and the firm of WJ Fawell Co to act as placement agent in connection 

with the financing described in this Resolution An Authorized Officer is authorized 

and directed to execute an agreement with each of such firms in the respective forms 

on file with the City Clerk As provided in such agreements compensation payable to 

bond counsel and the placement agent is entirely contingent upon the successful 

Resolution No 12 Page 2 of 4 

147

completion of the financing proceedings and shall be paid from a portion of the 

proceeds of the Loan pursuant to the Costs of Issuance Custodian Agreement which is 

approved herein 

Section 5 Official Actions The City Manager the Finance Director the City 

Clerk and all other officers of the City are each authorized and directed in the name 

and on behalf of the City to make any and all assignments certificates requisitions 

agreements notices consents instruments of conveyance warrants and other 

documents which they or any of them might deem necessary or appropriate in order 

to consummate any of the transactions contemplated by the agreements and 

documents approved under this Resolution Whenever in this Resolution any officer of 

the City is authorized to execute or countersign any document or take any action 

such execution countersigning or action may be taken on behalf of such ofFicer by 

any person designated by such officer to act on his or her behalf in the case such 

ofFicer is absent or unavailable 

Section 6 Effective Date 

the date of its passage and adoption 

This Resolution shall take efFect from and after 


148

PASSED AND ADOPTED this 2n day of April 2012 by the following vote 

AYES 

NOES 

ABSENT 

ABSTAIN 

J CHAKA SANTOS MAYOR 

ATTEST 





149



APPROVING A BUDGET AMENDMENT FROM THE WATER SYSTEM RATE 

STABILIZATION FUND IN AN AMOUNT NOT TO EXCEED 120 000 

WHEREAS the City Council has by previous action authorized the refunding of 

the Installment Purchase Certificates of Participation 2000 Series Athe 2000 

COPs and 

WHEREAS the 2000 COPs will be refunded with a private placement tax 

exempt bank qualified loan the Loan from BBVA Compass Bank the Lender 

and 

WHEREAS the Lender requires a Debt Service Reserve Fund the DSRF 

equal to the maximum annual debt service on the Loan which totals 325 499 and 

WHEREAS the 2000 COPs June 1 2012 debt service payment totals 386 216 

and is available to partially fund the DSRF and 

WHEREAS the City Water System Rate Stabilization Fund has a balance of 

300 000 and is available to fund the remaining required balance to fully fund the 

DSRF 

NOW THEREFORE IT IS RESOLVED the City Council of the City of Lathrop 

does hereby approve a budget amendment in an amount not to exceed 000 120 

from the Water System Rate Stabilization Fund for purposes of funding the remaining 

balance necessary to fully fund the DSRF of the Loan 

Increase Expenses 

562 5050 501 8001 120 000 

ATTACHMENT 

j 


150

PASSED AND ADOPTED this 2nd day of April 2012 by the following vote 

AYES 

NOES 

ABSENT 

ABSTAIN 

J CHAKA SANTOS MAYOR 

ATTEST 




ResoWtion No 17 Page 2 of 2 

151

6 

pSJ 

Commcrnal Uanking Grnup i 

i 

I 

lslrch 26 012 

Cari Jumcs sst Fin mcc llircctor 

Cily uf Lathrap 

390 Townc Ccntcr Drivc 

Iathrop CA 95330 

Dcar Ms Jamcs 

revicwcd tl 

Comp ss Bunl n Alabama bankin coiportitio the Rank orB3VA Compass has 

c infonnatiun pruviticcl by lhe City oF Lathrop in connection with thc 

proposcd relinancing of tl c 2000 Scrics A Inslallmcnt Purchasc Ccrtilicatcs of Farticipation 

issucd hy thc City s Puhlic Facilitics Pinancing Curporation rclaucd ro tlw City s vatcr Funcl 

I3ased un thc rcvicw to datc ai d subjcct to thc timely reccipt of a signcd copy of Ihis Icttt r as 

indicated bclow nnd satistying the conditions oullined herein ihc Bank is plcuscd lo commi Lo 

provide up oa7000 

bank qualitiecl Refunding Jnstallment Purchase Agrecn ent thc 

Financii as outlined in this correspondence Commitment Lciter 

lhis Commitmenttcttcr is bcing provided to the City on a confidential basis lixcept es 

royuircd by law ncithcr this CommitmcntIcttcr nor it cuntcnts may bc discloa 

exccpt to 

individuals who arcof ficcrs cmployccs ur advisors of Ihc City aho hnvc a nccd to now of such 

mattcrs and thcn only on tl c condition that such maticrs rcmain wntidential 

Ihc iiy herehy rcpreseuts and covcnants and it is a condition to the Iiunk s commitment 

hcrcundcr that u all tinanci il informutiun ind projcctiuns und aill otltcr iniormation and 

gcncral cconomic or spccilic industry intiirmation thc Inliirmxtiun that has bccn or will bc 

mjde availal le to the I3ank by City or nny of City s rcpresentaTivcs is or will be whcn furnisl ed 

complcte and corroct in all material respccls and does nol oc will not when fui nishui conlain 

any untnic stalement of a materi l fact ur omit to state a matcrial fact neccssa y in order to make 

the statemcnts containccl therein not matcrially mislcading in light of thc circumstances tmcier 

which such statctncnts arc mudc Ihc City agrco th it if at my timc prior to tl c closing of the 

Financi g any af the rcpresenlations in Ihc preculing scnlcnccs would be incun cct if the 

hlornuition wcrc bcing furnisl ecl und such rcprc5cntatiuns were being m2de 1t such timc thcn 

thc City will prumptly supplcmcnt t6c Information s thc csc may bc so tht such 

rcprescntntions will bc corrcct al such tima ity undcrst nds and acknowlcdgcs that in 

arranging thcfintmuing th I3ank may usu nd rely on thc Inlormation without indcpcndcnt 

vcri icution thcrcoi Notwithstan ling anything hcrcin to thc contrary Bank s obligauon to 

pruvidc thcIinancing shall hc su ijcct to tl eco tdition prcccdcnt that tiom thc datc hcrcuf to tlto 

datc of closing thc PinancingIl crc hill not havc occurrcd any i matcrial advcrsc change in 

ATTACHMENT 

C 

152

City ufLttln 

Pagc 2 

D9arch 26 2012 

thc Gnancial cc ndition or guncral aif airs of thc City ii cvcnT court dccision pro oscd law or 

rulc which may havc Uccf fccl olch 

ing thc stntus of Yhc Finauicing or thc interest thcrcon or 

the traiisactiun contcmplatedlcrein or iii inlernatiunal or ational crisis suspension of slock 

cxchangcuading or bankiug moratorium matcrially affecting in our opinion thc Baiik s ability 

to closc thc Fintmcing transaction 

8y signing below the City acknowledges and agrces to the tenns and conditions of this 

Commitment Letter andarces to pay upon dcma 

to the L3ank all fees and expcnses including 

but not limited to all cosis and fees of extemal Icgal cou iscl and ay CDIAC fees in connection 

witl this Co nmitiuenl Lettcr and the negotiation documcntation and closing Chereof of fhis 

Pinancing which slittll not cxcu d7SOO lus1plicablc CL IAC fccs 

To accept this Commitmentletter plcasc cxccutc it in thc spacc providcd below aud return it to 

us by no later than4OOpm Pacific Time on Aril 3 2012 If this Commitment Let er is not 

accepted iii thc mner aforesaid it shall exE ire 1nd be of no further torce and effect as oftl at 

datc and timc lf this Conunitment Lcttcr is acccpecd in tl c manncr aforesaid flie dosiug and 

Cunding ol thc Pinancing must occur on oncforc April 30 2012 Thcsc dcadlincs may bc 

cxtend upon Bank s writtcn approval 

We appreciatc thc opportunity Co provide you this Commitment Letter and lonk forwtird 

to working with you Yo expeditiously elose tl is transaction Pletise co not hcsita 

t contuct us if 

you ht vc any qucstions ur if wc my be of lurthcr assistancc to you at Uiis timc 

Sinccrcly 

Frik M Kttpcllcr 

Vicc Presi ict 

ACCEPTPD and AGREED TO on 

April 2012 

Cit y of Lathrop California 

I3y 

Name 

ti t I c 

153

Cily oflatl rop 

Page 3 

March 26 2012 

7ERM E1 SII 

BORROWER 

13ANK 

City of Lathrop California City 

Compass Bank anAl bain corporationtl e Ban 

Erik M Kapeller 

202 NIuilter Street 

Stockton CA 95202 

Ph 20031 

2235 

James ll Manning 

2850 East Camelback IZd Ste 140 

Phoenix AZ 85016 

Pli 602 778 07J5 

FACILITY 

Up to7000 

Installment Parchase Agreement 

PURI OSE Refui d 2000 Scrics A Instlllment Purchase Certificates of 

RATI 350 

MATUIZITY June 1 2029 

Participation related to City s Water Fund 

predicated upon the Fi 2ancingnmzsaction closing o7 or 

6efore April 30 201Z unless otherwise eclended iri writiiig by 

the Bai lc 

PREPAYM NP The inaucing nay not bc prepaid in tl e first 

PROVISION Thereafrer it may be repaid at par value 

0years 

COLLATERAL position Net Revenue Pledge on the ownership and 

operation of tlie City s water system which licn is to Ue senior 

and superior Yo ihe City s 2003 Revenue Bonds and the State of 

Califomia s Revolving Fund loan DeUt coverage within the 

Water Pund inclusive of Financing and all subordinaYe 

obligatio is sliall be uo ess than 1lOx see Documentation 

Rep Warrantics tt4 below for mora details 

AMORTIZATION Appibximate 17 year tenn witti semi annual payments of 

principal 2ind interest due on Jue 1 and December I of cach 

ycar Semi ai nual interest payments will commei ce on 

December 1 2012 semi annual principal payments will 

commence oii 7ue 1 2013 

154

corio 

b a 

March 26 2012 

DOCUMGN fAION Tlte documentation o Ue in a form acceptable to 3ank and 

Bank s Counsc and will includc among other things thc 

followii g financial reporfing covcnants 

Financial Renorting Requirements 

1 The City s unqualificd annua audited financial 

stalements within 210 days of PYG 

2 City Annual I3udget within 30 days of FYE 

3 Annual Ceitification of City due within 210 days of 

FYG that City has met the ate coverage covenant 

4 City shall Turnish at 3ank s request such additional 

inf ormation that Bank may fiom time toti ne rcasonably 

request 

RepresentationsWrranties Tnd Addifional Cuvcn ants 

l Standard representations including but not limited to 

no idverselit igation no defaults ornon appropriat ions 

2 Notices ofi default ii material litigation iii 

material governmental proceedings 

3 Designation oftl c Financing as a bink qualificd tax 

exempt obligation for puiposes of Scction 265 b3 oftihe 

IRS Codc 

4 1Zate coverage covenant of 1 l Ox 

5 Additio ial bonds tesl of1lOx 

6 Additional represenlations and warranties and other 

affinnativc and negaYive covenlnts that Bank considers 

customary and reasonably appropriate for the Pinancing 

I12ANSAC ION I3y execulion and return of this Commitment etfer CiYy will 

COSTS bc respotisible fur the following whelher or not Uie Financing 

closes i all of its ctosing costs ii in addition to any 

potential CDIACfces all out of pockct fces und expenses 

incnrred by the Bank in connection with the Financing 

including without limitaYion expenses associated with 

engagement of outside eounsel not to exceed7 iii Cify 

will indemnify ad hold hannless the Bank and iis affiliatcs 

officers direeCOrs employees and agents eacli an Indemnified 

Person against all claims costs damages liabilifies and 

expenses eachaClaim which may be incun ed by or 

asserted agaiust any of thcm in connecrion witli this 

Commitment Letter the Financing or tite matters contetnplated 

in lhis Commiqnent Letter and will reimburse each 

155

i 

Cityof7 tln op 

Page 5 

March 26 2012 

Inde nnificd Person upon demand for any legal or other 

expe ses incurrcd in connection with iuvestigating defending 

or participating in any Claim or any action or proeeeding 

relating lo any Claim except for Bank s gross negli ence or 

willful misconduct and iv City waives any right to jury trial 

in any actiwi or procceding brought by or against the Ba ik 

COIVDITIONS Tl e closing of theFi lancing will be conditioned upon i the 

PRIsCRllENT prior execution and delivery of final documents which are 

acceptable in form ax1 content to the Bank and iYs counsel ii 

the satisfaction of all conditions prccedent in a matter 

satisfuctory to the Bank and iii tlie Bank s determination that 

there has not occurred any material adverse change in thc 

business condition or prospects of City In addition the 

closi ig of the Financing will beco ditioned upo ctl 

13ank s 

rcceipt or completion as applicable of Che following each oP 

which must he satisfactory to the Bank in fonn and substance 

Opinion addressed lo the Bank from counsel to Ci4y 

reasonaUly acceptable to the Bank setCing fortl sucl 

opinions as the Bank may require including opinions 

concerni ig the legal status of City due auYhorization 

cxecution And delivery of the Finuncing documenfs 

the enforce bility of the Pivancin documents no 

conl7ict with law no litigation and Uie rcccipt of all 

necessury goverumental approvals 

The Bnk noC beeominb aware alter the date hereof of 

any information not prcviously disclosed to thc Bank 

affecti g City or the Financing that in the 13ank s 

judgment is inconsislent in a material and adverse 

manner witli any such information disclosed to the 

3ank prior to the date hereof 

Rcvicw and approval by the Bank s counsei of thc 

legal documeuts 

Tax OEiinion Opinion addressed to the Bank lrom 

cou sel reasonably accept ble to Che Bank that interest 

payable on thc Fioancing is excludable from 

income for fcderal income tax purposes ai der Section 

103 of the lnternal Revcnue Code 

Le al Pees Bank counsel fees including out of 

pocket expenses to Ue paid by City not to exceed 

7500 

156

ctry orLi 

Page 6 

March 26 2012 

MISC Debt Service Reserve Fund Bank will reyuire that City 

establish a DSRF with tlie Bank as bcneficiary and funded at 

closivg based on a standard DSRF of the lesser of 0 of par 

amount maximum ammtil debt se vice or 125 of averagc 

annual dcbt scivicc 

157

Jones Hall A Professional Law Corporation March 28 2012 

LOAN AGREEMENT 

This LOAN AGREEMENT this Loan Agreement dated as of April 26 2012 is 

between COMPASS BANK a banking corporation duly organized and existing under the 

laws of the State of Alabama as lender the Bank and the CITY OF LATHROP a 

municipal corporation duly organized and existing under the laws of the State of 

Califomia as borrower the City 

BACKGROUND 

1 The City owns and operates a public enterprise for the supply treatment 

and distribution of water within the service area of the City the Water System and in 

order to provide funds to refinance obligations originally issued for the acquisition and 

construction of improvements to the Water System the City has previously entered into 

an Instaliment Sale Agreement dated as of May 1 2000 between the City and the 

Lathrop Public Facilities Financing Corporation the Financing Corporation under 

which the City is obligated to pay certain Loan Repayments the 2000 Loan 

Repayments which are evidenced by Installment Purchase Certificates of Participation 

2000 Series A in the aggregate principal amount of8105 000 the 2000 Certificates 

2 The 2000 Loan Repayments are secured by a pledge of and lien on the net 

revenues of the Water System the Net Revenues on a basis which is senior to the 

pledge and lien which secures a the Loan Repayments the 2003 Loan Repayments 

which are payable by the City under a Supply Purchase Agreement dated as of July 1 

2003 the 2003 Installment Sale AgreemenY between the City and the Lathrop 

Financing Authority and b the loan payments the SRF Loan Payments which are 

payable by the City under a Funding Agreement between the City and the State of 

California Department of Public Health which was executed by the City on June 24 

2010 the SRF Funding AgreemenY 

3 

The 2000 Loan Repayments and the 2000 Certificates may be prepaid by 

the City on any date and in order to realize interest rate savings the City wishes to 

enter into this Loan Agreement with the Bank for the purpose of borrowing the amount 

of 

to be used to prepay the 2000 Loan Repayments and thereby refund the 

2000 Certificates 

4 The 2003 Instailment Sale Agreement provides that the City may issue 

additional obligations which are secured by a pledge of lien on and security interest in 

the Net Revenues which is senior to the 2003 Loan Repayments and the State of 

California has given its written consent under the SRF Funding Agreement to the 

refunding of the 2000 Loan Repayments and the 2000 Certificates on a basis which is 

senior to the SRF Loan Payments 

5 The City is authorized to enter into this Loan Agreement and to borrow 

amounts hereunder for the purpose of refinancing the 2000 Loan Repayments and the 

2000 Certificates pursuant to the provisions of Article 10 Chapter 3 Part 1 Division 2 

of Title 5 of the California Government Code commencing with Section 53570 of said 

Code 

ATTACHMENT 

158

AGREEMENT 

In consideration of the foregoing and the material covenants hereinafter 

contained the City and the Bank formally covenant agree and bind themselves as 

follows 

ARTICLE I 

DEFINITIONS AND APPENDIX 

SECTION 1 Definitions All terms defined in this Section 1 have the 

meanings herein specified for all purposes of this Loan Agreement 

Additional Revenues means with respect to the issuance of any Parity Debt 

any or all of the following amounts 

i An allowance for Net Revenues from any additions or 

improvements to or extensions of the Water System to be made 

from the proceeds of such Parity Debt in an amount equal to 100 

of the estimated additional average annual Net Revenues to be 

derived from such additions improvements and extensions for the 

first 36 month period in which each addition improvement or 

extension is respectively to be in operation all as shown by the 

certificate or opinion of a Fiscal Consultant 

ii An allowance for Net Revenues arising from any increase in the 

charges made for service from the Water System which has 

become effective prior to the incurring of such Parity Debt but 

which during all or any part of the most recent completed Fiscal 

Year for which audited financial statements of the City are available 

or for any more recent consecutive 12 month period selected by the 

City under Section47b was not in effect in an amount equal to 

the total amount by which the Net Revenues would have been 

increased if such increase in charges had been in effect during the 

whole of such Ffscal Year or 12 month period all as shown by the 

certificate or opinion of a Fiscal Consultant 

Bank means Compass Bank a banking corporation duly organized and existing 

under the laws of the State of Alabama 

Bond Counsel means a Jones Hall A Professional Law Corporation or b 

any other attorney or firm of attorneys of nationally recognized expertise with respect to 

legal matters relating to obligations the interest on which is excludable from gross 

income for purposes of federal income taxation under Section 103 of the Tax Code 

Business Dav means a day which is not a Saturday Sunday or legal holiday on 

which banking institutions in the State of California are closed 

2 

159

Certificate of the Citv means a written certificate or other document which has 

been executed by a City Representative 

C means the City of Lathrop a municipal corporation organized and existing 

under the laws of the State of California 

City Representative means the City Manager Finance Director or any other 

person authorized by resolution of the City Council of the City to act on behalf of the City 

under or with respect to this Loan Agreement 

Closinq Date means April 26 2012 being the date of execution and delivery of 

this Loan Agreement 

Default Rate means as of any date a rate of interest equal to the interest rate 

then borne by the Loan plus 5 

Excess Investment Earninqs means an amount required to be rebated to the 

United States of America under Section 148 f of the Tax Code due to investment of 

gross proceeds of the Loan at a yield in excess of the yield on the Loan 

Event of Default means an event of default as described in Section 51 

Federal Securities means a any direct non callable general obligations of the 

United States of America including obligations issued or held in book entry form on the 

books of the Department of the Treasury of the United States of America for which the 

full faith and credit of the United States of America are pledged b obligations of any 

agency department or instrumentality of the United States of America the timely 

payment of principal and interest on which are directly or indirectly secured or 

guaranteed by the full faith and credit of the United States of America 

Financinq Corporation means the Lathrop Public Facilities Financing 

Corporation a nonprofit public benefit corporation organized and existing under the laws 

of the State of California 

Fiscal Consultant means any consultant or firm of such consultants appointed 

by the City and who or each of whom a is judged by the City to have experience in 

matters relating to the financing of public projects b is in fact independent and not 

under domination of the City c does not have any substantial interest direct or 

indirect with the City other than as purchaser of any Parity Debt and d is not 

connected with the City as an officer or employee of the City but who may be regularly 

retained to make reports to the City 

Fiscal Year means the twelve month period beginning on July 1 of any year 

and ending on June 30 of the next succeeding year or any other twelve month period 

selected by the City as its fiscal year 

Governmental Authoritv means any governmental orquasi 

governmental entity 

including any court department commission board bureau agency administration 

central bank service district or other instrumentality of any governmental entity or other 

entity exercising executive legislative judicial taxing regulatory fiscal monetary or 

administrative powers or functions of or pertaining to government or any arbitrator 

mediator or other Person with authority to bind a party at law 

3 

160

Gross Revenues means all gross charges received for and all other gross 

income and receipts derived by the City from the ownership and operation of the Water 

System or otherwise arising from the Water System including but not limited to a 

connection charges b any amounts transferred to the Water Fund from a Rate 

Stabilization Fund in accordance with Section 37 and c investment earnings on such 

charges income and receipts Gross Revenues do not include i refundable deposits 

made to establish credit ii the proceeds of any ad valorem property taxes iii the 

proceeds of any special assessments or special taxes levied upon real property within 

any improvement City served by the City for the purpose of paying special assessment 

bonds or special tax obligations of the City relating to the Water System and iv non 

cash amounts recorded for accounting purposes representing imputed revenues from 

the sale of local water run off 

Independent AccountanY means any independent certified public accountant or 

firm of independent certified public accountants appointed and paid by the City and 

who or each of whom a is in fact independent and not under domination of the City 

b does not have any substantial interest direct or indirect with the City and c is not 

connected with the City as an officer or employee of the City but who may be regularly 

retained to make annual or other audits of the books of or reports to the City 

Loan means the loan made by the Bank to the City under Section 31 

Loan Repavment Date means each of the dates set forth in Appendix A hereto 

on which installments of principal of and interest on the Loan come due and payable 

Loan Repayments means all payments required to be paid by the City under 

Section 34 including any prepayment thereof under Sections 61 or 62 

Material Adverse EffecY means an event or occurrence which adversely affects 

in a material manner a the assets liabilities condition financial or otherwise 

business facilities or operations of the City b the ability of the City to carry out its 

business in the manner conducted as of the date of this Loan Agreement or to meet or 

perform its obligations under this Loan Agreement on a timely basis c the validity or 

enforceability of this Loan Agreement or d the exclusion of interest with respect to the 

Loan Repayments from gross income for federal income tax purposes or the exemption 

of such interest for state income tax purposes 

MaterialLrtiqation means any action suit proceeding inquiry or investigation 

against the City in any court or before any arbitrator of any kind or before or by any 

Governmental Authority of which the City has notice or knowledge and which i if 

determined adversely to the City may have a Material Adverse Effect ii seek to 

restrain or enjoin any of the transactions contemplated hereby or by this Loan 

Agreement or iii may adversely affect A the exclusion of interest with respect to the 

Loan Repayments from gross income for federal income tax purposes or the exemption 

of such interest for state income tax purposes or B the ability of the City to perform its 

obligations under this Loan Agreement 

Net Revenues means for any period an amount equal to all of the Gross 

Revenues received during such period minus the amount required to pay all Operation 

and Maintenance Costs becoming payable during such period 

Operation and Maintenance Costs means the reasonable and necessary costs 

and expenses paid by the City to maintain and operate the Water System including but 

4 

161

not limited to a costs of acquisition of water to be supplied by the Water System 

including costs as defined under Section 12 of the WSDA b costs of electricity and 

other forms of energy supplied to the Water System c the reasonable expenses of 

management and repair and other costs and expenses necessary to maintain and 

preserve the Water System in good repair and working order and d the reasonable 

administrative costs of the City attributable to the operation and maintenance of the 

Water System Operation and Maintenance Costs shall not include i Debt Service 

payable on obligations incurred by the City with respect to the Water System including 

but not limited to the Loan Repayments and any Parity Debt ii depreciation 

replacement and obsolescence charges or reserves therefor iii amortization of 

intangibles or other bookkeeping entries of a similar nature and iv book keeping 

entries to reflect imputed expenses for local water run off 

Parity DebY mea s any bonds notes or other obligations of the City payable 

from and secured by a pledge of and lien on a parity with the Loan Repayments which 

are hereafter issued or incurred by the City in accordance with Section 47 

Parity Debt Documents means collectively the indenture of trust trust 

agreement or other document authorizing the issuance of any Parity Debt or any 

securities which evidence Parity Debt 

Permitted Investments means any investments which are authorized for the 

investment of City funds under the laws of the State of California 

Rate Stabilization Fund means any fund established and held by the City as a 

fund for the stabilization of rates and charges imposed by the City with respect to the 

Water System which fund is established held and maintained in accordance with 

Section 37 

Refundinq Instructions means the Irrevocable Refunding Instructions dated as 

of the Closing Date given by the City to the 2000 Trustee relating to the deposit 

investment and application of funds to refinance and discharge the 2000 Loan 

Repayments and the 2000 Certificates 

Reserve Fund means the fund by that name established and held by the City 

under Section 38 

Reserve RequiremenY means as of the date of calculation an amount equal to 

the maximum amount of principal of and interest on the Loan coming due during the 

current or any future Fiscal Year 

SRF Loan Payments means the amounts payable by the City under the 

Funding Agreement between the City and the State of California Department of Public 

Health which was executed by the City on June 24 201 

Tax Code means the Internal Revenue Code of 1986 as in effect on the 

Closing Date or except as otherwise referenced herein as it may be amended to apply 

to obligations issued on the Closing Date together with applicable proposed temporary 

and iinal regulations promulgated and applicable official guidance published under the 

Tax Code 

5 

162

Term means the time during which this Loan Agreement is in effect as 

provided in Section 3 

2000 Certificates means the8105 000 aggregate principal amount of 

Installment Purchase Certificates of Participation 2000 Series A executed and delivered 

under the Trust Agreement dated as of May 1 2000 among the City the Financing 

Corporation and the 2000 Trustee 

2000 Loan RepaVments means the amounts payable by the City under Section 

4 of the Installment Sale Agreement dated as of May 1 2000 between the City and 

the Financing Corporation relating to the 2000 Certificates 

2000 Trustee means Union Bank NA formerly known as Union Bank of 

California NA its successors and assigns as trustee for the 2000 Certificates 

2003 Loan Repayments means the amounts payable by the City under Section 

4 of the Supply Purchase Agreement dated as of July 1 2003 between the City and 

the Lathrop Financing Authority relating to the32 530 000 aggregate principal amount 

of Lathrop Financing Authority Revenue Bonds Water Supply Project Series 2003 

Water Fund means the fund or funds established and held by the City with 

respect to the Water System for the receipt and deposit of Gross Revenues 

Water SVStem means the entire system of the City for the supply storage 

treatment and distribution of water within the service area of the City including but not 

limited to all facilities properties lands rights entitlements and other property useful in 

connection therewith together with all extensions thereof and improvements thereto at 

any time acquired constructed or installed by the City 

WSDA means the Water Supply and Development Agreement dated October 

1 1995 between the City and the South San Joaquin Irrigation District 

ARTICLE II 

REPRESENTATIONS COVENANTS AND WARRANTIES 

SECTION 21 Representations Covenanfs and Warranties of the City 

represents covenants and warrants to the Bank as follows 

The City 

a Due Orqanization and Existence The City is a municipal 

corporation and political subdivision of the State of California duly 

organized and existing under the laws of the State of California 

b Authorization The laws of the State of California authorize the City 

to enter into this Loan Agreement to enter into the transactions 

contemplated hereby and to carry out its obligations hereunder and 

the City Council of the City has duly authorized the execution and 

delivery of this Loan Agreement This Loan Agreement constitutes 

the legal valid and binding agreement of the City enforceable 

against the City in accordance with its terms 

6 

163

c No Violations Neither the execution and delivery of this Loan 

Agreement nor the fulfillment of or compliance with the terms and 

conditions hereof nor the consummation of the transactions 

contemplated hereby conflicts with or results in a breach of the 

terms conditions or provisions of any restriction or any agreement 

or instrument to which the City is now a party or by which the City is 

bound including without limitation the SRF Funding Agreement or 

constitutes a default under any of the foregoing or results in the 

creation or imposition of any lien charge or encumbrances 

whatsoever upon any of the property or assets of the City other 

than as set forth herein 

d Consents and Approvals No consent or approval of any trustee or 

holder of any indebtedness of the City or of the voters of the City 

and no consent permission authorization order or license of or 

filing or registration with any governmental authority is necessary in 

connection with the execution and delivery of this Loan Agreement 

or the consummation of any transaction herein contemplated 

except as have been obtained or made and as are in full force and 

effect 

e No Litiqation There is no action suit proceeding inquiry or 

investigation before or by any court or federal state educational or 

other governmental authority pending or to the knowledge of the 

City after reasonable investigation threatened against or affecting 

the City or the assets properties or operations of the City which if 

determined adversely to the City or its interests would have a 

material and adverse effect upon the consummation of the 

transactions contemplated by or the validity of this Loan Agreement 

or upon the financial condition assets properties or operations of 

the City and the City is not in default with respect to any order or 

decree of any court or any order regulation or demand of any 

federal state educational or other governmental authority which 

default might have consequences that would materially and 

adversely affect the consummation of the transactions 

contemplated by this Loan Agreement or the financial conditions 

assets properties or operations of the City 

f Prior Indebtedness The City has not issued or incurred any 

obligations which are currently outstanding having any priority in 

payment out of the Gross Revenues or the Net Revenues over the 

payment of the Loan Repayments The 2003 Loan Repayments 

and the SRF Loan Payments are secured by a pledge of and lien on 

the Net Revenues which are junior and subordinate to the pledge 

and lien which secures the Loan Repayments 

g No Default The City is not in default under the terms of any 

agreement or instrument to which the City is a party or by which the 

City is bound 

7 

164

SECTION 22 Representations Covenants and Warranties of the Bank The 

Bank represents covenants and warrants to the City as follows 

a Due Orqanization and Existence The Bank is a banking 

corporation duly organized and existing under the laws of the State 

of Alabama and is authorized to enter into this Loan Agreement 

and to perform its obligations hereunder 

b Due Execution The representatives of the Bank executing this 

Loan Agreement are fully authorized to do so 

c Valid Bindinq and Enforceable Obliqations This Loan Agreement 

has been duly authorized executed and delivered by the Bank and 

constitutes the legal valid and binding agreement of the Bank 

enforceable against the Bank in accordance with its terms 

d No Violations Neither the execution and delivery of this Loan 

Agreement nor the fulfillment of or compliance with the terms and 

conditions hereof nor the consummation of the transactions 

contemplated hereby conflicts with or results in a breach of the 

terms conditions or provisions of any restriction or any agreement 

or instrument to which the Bank is now a party or by which the Bank 

is bound or constitutes a default under any of the foregoing or 

results in the creation or imposition of any lien charge or 

encumbrance whatsoever upon any of the property or assets of the 

Bank 

e Consents and Approvals No consent or approval of any trustee or 

holder of any indebtedness of the Bank and no consent 

permission authorization order or license of or filing or registration 

with any governmental authority is necessary in connection with the 

execution and delivery of this Loan Agreement or the 

consummation of any transaction herein or therein contemplated 

except as have been obtained or made and as are in full force and 

effect 

ARTICLE III 

TERMS OF LOAN 

SECTION 31 Obligation to Make Loan Amount of Loan The Bank hereby 

agrees to lend to the City and the City hereby agrees to borrow from the Bank the 

amount of 

under the terms and provisions set forth in this Loan 

Agreement The Loan shall be made by the Bank to the City in immediately available 

funds on the Closing Date 

SECTION 32 Application of Loan Proceeds The Bank hereby agrees on the 

Closing Date to apply the proceeds of the Loan on the Closing Date as follows 

8 

165

a 

b 

the Bank shall transfer the amo nt of to the 2000 

Trustee to be held and administered under the Refunding 

Instructions for the purpose of refinancing the 2000 Loan 

Repayments and thereby providing funds to current refund the 2000 

CeRificates and 

the Bank shall transfer the amount of 

to Union Bank 

NA as custodian to be applied by the City to pay financing costs 

of the transaction pursuant to an Agreement for Services as Cost 

Administrator to be entered into between the City and said 

custodian 

In addition on the Closing Date the City shall deliver to the Bank for deposit into 

the Reserve Fund the amount of 

to be derived from available Net Revenues 

held by the City constituting the Reserve Requirement 

SECTION 3 Term The Term of this Loan Agreement commences on the 

Closing Date and ends on June 1 2019 or sooner if provision for such payment is 

made as provided herein 

SECTION 

34 Loan Repayments 

a Obliqation to Pav The City hereby agrees to repay the Loan in the 

aggregate principal amount of together with interest on the unpaid 

principal balance thereof payable in semiannual Loan Repayments in the respective 

amounts and on the respective Loan Repayment Dates specified in Appendix A The 

poRion of the Loan Repayments representing interest has been calculated at the rate of 

350 per annum on the basis of a 360 day year of twelve 30 day months 

b Effect of Preqayment If the City prepays the Loan Repayments in full 

under Article VI the City s obligations under this Loan Agreement shall thereupon cease 

and terminate including but not limited to the City s obligation to pay Loan Repayments 

under this Section 34 subject however to the provisions of Section 63 in the case of 

prepayment by application of a security deposit If the City prepays the Loan in part but 

not in whole under Sections 61 or 62 the principal components of the remaining Loan 

Repayments shall be reduced on a pro rata basis 

c Rate on Overdue Pavments If the City fails to make any of the payments 

required in this Section 34 the payment in default shall continue as an obligation of the 

City until the amount in default has been fully paid and the City agrees to pay the same 

with interest thereon to the extent permitted by law from the Loan Repayment Date to 

the applicable date of payment at the Default Rate 

SECTION 35 Nature of City s Obligations 

a Special Obliqation The City s obligation to pay the Loan Repayments is a 

special obligation of the City limited solely to the Net Revenues Under no 

circumstances is the City required to advance moneys derived from any source of 

income other than the Net Revenues and other sources specifically identified herein for 

the payment of the Loan Repayments and no other funds or property of the City are 

liable for the payment of the Loan Repayments Notwithstanding the foregoing 

9 

166

provisions of this Section however nothing herein prohibits the City voluntarily from 

making any payment hereunder from any source of available funds of the City 

b Obliqations Absolute The obligation of the City to pay the Loan 

Repayments from the Net Revenues and the obligation of the City to perform and 

observe the other agreements contained herein are absolute and unconditional and are 

not subject to any defense or any right of setoff counterclaim or recoupment arising out 

of any breach of the City or the Bank of any obligation to the City or otherwise with 

respect to the Water System whether hereunder or otherwise or out of indebtedness or 

liability at any time owing to the City by the Bank Until such time as all of the Loan 

Repayments have been fully paid or prepaid the City 

i will not suspend or discontinue payment of any Loan Repayments 

ii will perform and observe all other agreements contained in this 

Loan Agreement and 

iii will not terminate this Loan Agreement for any cause including 

without limiting the generality of the foregoing the occurrence of 

any acts or circumstances that may constitute failure of 

consideration eviction or constructive eviction destruction of or 

damage to the Water System sale of the Water System the taking 

by eminent domain of title to or temporary use of any component of 

the Water System commercial frustration of purpose any change 

in the tax or other laws of the United States of America or the State 

of California or any political subdivision of either thereof or any 

failure of the Bank to perform and observe any agreement whether 

express or implied or any duty liability or obligation arising out of or 

connected with this Loan Agreement 

SECTION 36 Pledge and Application of Net Revenues 

a Pledqe All of the Net Revenues and the Water Fund including all 

amounts therein are hereby irrevocably pledged to secure the Loan Repayments and 

all Parity Debt on a parity basis The Net Revenues and such other funds may not be 

used for any other purpose so long as the Loan Repayments remain unpaid except that 

out of the Net Revenues there may be apportioned such sums for such purposes as 

are expressly permitted by this Section 36 

b Deposit and Application of Gross Revenues The City has heretofore 

established the Water Fund which the City agrees to continue to hold and maintain for 

the purposes and uses set forth herein The Water Fund and all Net Revenues on 

deposit therein are hereby pledged for the payment of the Loan Repayments and Parity 

Debt Amounts on deposit in the Water Fund shall be applied by the City to pay when 

due the following amounts in the following order of priority 

i all Operation and Maintenance Costs when due 

ii the Loan Repayments and all payments of principal of and interest 

on any Parity Debt 

iii to the Reserve Fund in the amount of any deficiency therein 

10 

167

iv 

v 

any other payments required to comply with the provisions of this 

Loan Agreement and any Parity Debt Documents 

the 2003 Loan Repayments and the SRF Loan Payments and 

vi any other purposes authorized under subsection c of this Section 

36 

c Other Uses of Gross Revenues Permitted The City shall manage 

conserve and apply the Gross Revenues on deposit in the Water Fund in such a 

manner that all deposits required to be made pursuant to the preceding subsection b 

will be made at the times and in the amounts so required Subject to the foregoing 

sentence so long as no Event of Default has occurred and is continuing hereunder the 

City may use and apply moneys in the Water Fund for i the payment of any 

subordinate obligations or any unsecured obligations ii the acquisition and 

construction of improvements to the Water System iii the prepayment of any other 

obligations of the City relating to the Water System or iv any other lawful purposes of 


d Budqet and Appropriation of Loan Repavments During the Term of this 

Loan Agreement the City shall adopt all necessary budgets and make all necessary 

appropriations of the Loan Repayments from the Net Revenues The covenants on the 

part of the City contained in this subsection d shall be deemed to be and shall be 

construed to be duties imposed by law and it shall be the duty of each and every public 

official of the City to take such actions and do such things as are required by law in the 

performance of the official duty of such officials to enable the City to carry out and 

perform the covenants and agreements in this subsection d 

e No Preference or Prioritv Payment of the Loan Repayments and the 

principal of and interest on any Parity Debt shall be made without preference or priority 

In the event that the amount of Net Revenues on deposit in the Water Fund is at any 

time insufficient to enable the City to pay in full when due the Loan Repayments and 

the principal of and interest on any Parity Debt such payments shall be made on a pro 

rata basis 

SECTION 37 Establishment of Rate Stabilization Fund The City has the right 

at any time to establish a fund to be held by it and administered in accordance with this 

Section 37 for the purpose of stabilizing the rates and charges imposed by the City 

with respect to the Water System From time to time the City may deposit amounts in 

the Rate Stabilization Fund from any source of legally available funds including but not 

limited to Net Revenues which are released from the pledge and lien which secures the 

Loan Repayments and any Parity Debt as the City may determine 

The City may but is not required to withdraw from any amounts on deposit in a 

Rate Stabilization Fund and deposit such amounts in the Water Fund in any Fiscal Year 

for the purpose of paying the Loan Repayments and the principal of and interest on any 

Parity Debt coming due and payable in such Fiscal Year Amounts so transferred from 

the Rate Stabilization Fund to the Water Fund shall constitute Gross Revenues for such 

Fiscal Year except as othervvise provided herein and shall be applied for the purposes 

of the Water Fund Amounts on deposit in a Rate Stabilization Fund are not pledged to 

or othenvise secure the Loan Repayments or any Parity Debt All interest or other 

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earnings on deposits in a Rate Stabilization Fund shall be withdrawn therefrom at least 

annually and accounted for as Gross Revenues in the Water Fund The City has the 

right at any time to withdraw any or all amounts on deposit in a Rate Stabilization Fund 

and apply such amounts for any lawful purposes of the City 

SECTION 38 Reserve Fund The Bank shall establish maintain and hold a 

separate fund to be known as the Reserve Fund to be held separate and apart from 

all other funds of the Bank into which it shall deposit the amount of 

on the 

Closing Date to be derived from available Net Revenues held by the City Moneys in 

the Reserve Fund shall be held in trust as a reserve for the payment when due of the 

Loan Repayments on behalf of the City Semiannually on or prior to each Loan 

Repayment Date the Bank upon the City s written instruction shall apply any moneys in 

the Reserve Fund in excess of the Reserve Requirement to the payment of the Loan 

Repayment coming due and payable on such Loan Repayment Date The Bank upon 

the City s written instruction shall invest amounts held by it in the Reserve Fund in any 

investments which are authorized for the investment of City funds under the laws of the 

State of California 

If on any Loan Repayment Date the amounts on deposit in the Water Fund are 

not at least equal to the amount of the Loan Repayment then coming due and payable 

the Bank shall apply the moneys available in the Reserve Fund to make such payments 

in full Any deficiency in the Reserve Fund shall be replenished by the City from the first 

available amounts held by it in the Water Fund in accordance with Section36b 

ARTICLE IV 

COVENANTS OF THE CITY 

SECTION 41 Release and Indemnification Covenants The City shall indemnify 

the Bank and its officers agents employees successors and assigns harmless from 

and against all claims losses and damages including legal fees and expenses arising 

out of the following 

a the use maintenance condition or management of or from any 

work or thing done on or about the Water System by the or its 

employees agents directors contractors or officers 

b any breach or default on the part of the City in the performance of 

any of its obligations under this Loan Agreement 

c any intentional misconduct or negligence of the City or of any of its 

agents contractors servants employees or licensees with respect 

to the Water System and 

d any intentional misconduct or negligence of any lessee of the City 

with respect to the Water System 

No indemnification is made under this Section 41 or elsewhere in this Loan 

Agreement for willful misconduct gross negligence or breach of duty under this Loan 

Agreement by the Bank and its officers agents employees successors or assigns 

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SECTION 42 Sale or Eminent Domain of Water System Except as provided 

herein the City covenants that the Water System will not be encumbered sold leased 

pledged any charge placed thereon or otherwise disposed of as a whole or 

substantially as a whole if such encumbrance sale lease pledge charge or other 

disposition would materially impair the ability of the City to pay the Loan Repayments or 

would materially adversely affect its ability to comply with the terms of this Loan 

Agreement and all Parity Debt Documents The City shall not enter into any agreement 

which impairs the operation of the Water System or any part of it necessary to secure 

adequate Net Revenues to pay the Loan Repayments or which otherwise would impair 

the rights of the Bank with respect to the Net Revenues If any substantial part of the 

Water System is sold the payment therefor must either a be used for the acquisition 

or construction of improvements and extensions or replacement facilities or b be 

applied to prepay the Loan Repayments or any Parity Debt 

If all or any part of the Water System shall be taken by eminent domain 

proceedings the net proceeds realized by the City therefrom shall be deposited by the 

City in a special fund with the Bank and applied by the City to the cost of acquiring and 

constructing additions betterments extensions or improvements to the Water System 

If A the City first secures and files with the Bank a Certificate of the City showing i the 

loss in annual Revenues if any suffered or to be suffered by the City by reason of 

such eminent domain proceedings ii a general description of the additions 

betterments extensions or improvements to the Water System then proposed to be 

acquired and constructed by the City from such proceeds and iii an estimate of the 

additional Revenues to be derived from such additions betterments extensions or 

improvements and B the Bank has been furnished a Certificate of the City certifying 

that such additional Revenues will sufficiently offset the loss of Revenues resulting from 

such eminent domain proceedings so that the ability of the City to meet its obligations 

under this Loan Agreement and any Parity Debt Instrument if any will not be 

substantially impaired and such Certificate of the City shall be final and conclusive and 

any balance of such proceeds not required by the City for such purpose shall be 

deposited in the Water Fund provided that if the foregoing conditions are not met then 

such proceeds shall be applied on a pro rata basis so as to pay principal of interest and 

prepayment premium if any on the Loan and with respect to unpaid Parity Debt as they 

shall become due 

If such eminent domain proceedings have had no effect or at most an 

immaterial effect upon the Revenues and the security of this Loan Agreement and the 

Parity Debt Instruments and a Certificate of the City to such effect has been filed with 

the Bank then the City shall be permitted to deposit such proceeds in the Water Fund 

SECTION 43 Insurance The City shall at all times maintain with responsible 

insurers all such insurance on the Water System as is customarily maintained with 

respect to works and properties of like character against accident to loss of or damage 

to the Water System The City shall also maintain with responsible insurers worker s 

compensation insurance and insurance against public liability and property damage to 

the extent reasonably necessary to protect the City and the Bank The Bank shall be 

listed as an additional insured with respect to any public liability insurance Any 

insurance required to be maintained hereunder may be maintained by the City in the 

form ofself insurance or in the form of participation by the City in a program of pooled 

insurance 

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The City shall apply any insurance proceeds as set forth in Section415 

SECTION 4 Records and Accounts The City shall keep proper books of 

records and accounts of the Water System separate from all other records and 

accounts in which complete and correct entries are made of all transactions relating to 

the Water System Said books shall upon prior request be subject to the reasonable 

inspection of the Bank and its representatives authorized in writing upon not less than 

two Business Days prior notice to the City 

The City shall cause the books and accounts of the Water System to be audited 

annually by an Independent Accountant not more than 210 days after the close of each 

Fiscal Year and when available shall furnish a copy of such report to the Bank The 

audit of the accounts of the Water System may be included as part of a general City 

wide audit 

SECTION 45 Rates and Charges The City shall fix prescribe revise and 

collect rates fees and charges for the services and facilities furnished by the Water 

System during each Fiscal Year which are at least sufficient after making allowances 

for contingencies and error in the estimates to yield Gross Revenues including any 

amounts transferred from a Rate Stabilization Fund sufficient to pay the following 

amounts in the following order of priority 

a All Operation and Maintenance Costs estimated by the City to 

become due and payable in such Fiscal Year 

b The Loan Repayments and the principal of and interest on any 

Parity Debt as they become due and payable during such Fiscal 

Year without preference or priority except to the extent payable 

from capitalized interest 

c All amounts if any required to restore the balance in the Reserve 

Account to the full amount of the Reserve Requirement 

d The amount of 2003 Loan Repayments and SRF Loan Payments 

coming due and payable during such Fiscal Year and 

e All payments required to meet any other obligations of the City 

which are charges liens encumbrances upon or which are 

otherwise payable from the Gross Revenues or the Net Revenues 

during such Fiscal Year 

In addition the City shall fix prescribe revise and collect rates fees and 

charges for the services and facilities furnished by the Water System during each Fiscal 

Year which are sufficient to yield Net Revenues including any amounts transferred from 

a Rate Stabilization Fund which are at least equal to 110 of the amount described in 

the preceding clause b for such Fiscal Year 

SECTION 46 No Priority for Additional Ob igations Compliance With Parity 

Debt Documents The City may not issue or incur any bonds or other obligations having 

any priority in payment of principal or interest out of the Net Revenues over the Loan 

Repayments The City shall observe and perform all of the covenants agreements and 

conditions on its part required to be observed and performed under the Parity Debt 

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Documents The City shall not take or omit to take any action within its control which 

would or which if not corrected with the passage of time would constitute an event of 

default under any Parity Debt Documents 

SECTION 47 Issuance of Parity Debt The City may issue or incur any Parity 

Debt at any time and from time to time during the Term hereof provided that all of the 

following conditions precedent shall be satisfied prior to the issuance of such Parity 

Debt 

a No Event of Default has occurred and is continuing and 

b The Net Revenues excluding any amounts derived from a Rate 

Stabilization Fund calculated in accordance with sound accounting 

principles as shown by the books of the City for the most recent 

completed Fiscal Year for which audited financial statements of the 

City are available or for any more recent consecutive 12 month 

period selected by the City in either case verified by an 

Independent Accountant or a Fiscal Consultant or shown in the 

audited financial statements of the City at least equal 110 of the 

maximum amount of Loan Repayments and payments on 

outstanding Parity Debt including the Parity Debt then proposed to 

be issued coming due and payable in the current or any future 

Fiscal Year 

SECTION 48 Assignment by the Bank The Bank has the right to assign any or 

all of its interests herein but no such assignment will be effective as against the City 

unless and until the Bank files written notice thereof with the City The City shall pay all 

Loan Repayments pursuant to the written direction of the Bank named in the most 

recent assignment or notice of assignment filed with the City During the Term of this 

Loan Agreement the City will keep a complete and accurate record of all such notices 

of assignment 

SECTION 49 Assignment by the City Neither the Loan nor this Loan 

Agreement may be assigned by the City other than to a public agency which succeeds 

to the interests of the City in and to the Water System and which by operation of law 

by contract or otherwise becomes legally bound to all of the terms and provisions 

hereof Written notice of any such assignment by the City shall be given to the Bank 

prior to the effective date of such assignment 

SECTION410 Amendment of this Loan Agreement This Loan Agreement may 

be amended pursuant to written agreement between the City and the Bank 

SECTION411 Tax Covenants 

a Generally The City may not take any action or permit to be taken any 

action within its control which would cause or which with the passage of time if not 

cured would cause the interest components of the Loan Repayments to become 

includable in gross income for federal income tax purposes 

b Private Activitv Bond Limitation The City shall assure that the proceeds of 

the Loan are not so used as to cause the Loan to satisfy the private business tests of 

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section 141 b of the Tax Code or the private loan financing test of section 141 c of the 

Tax Code 

c Federal Guarantee Prohibition The City may not take any action or permit 

or suffer any action to be taken if the result of the same would be to cause the Loan 

Repayments to be federally guaranteed within the meaning of Section 149 b of the 

Tax Code 

d No Arbitraqe The City may not take or permit or suffer to be taken any 

action with respect to the proceeds of the Loan Repayments which if such action had 

been reasonably expected to have been taken or had been deliberately and 

intentionally taken on the Closing Date would have caused the Loan Repayments to be 

arbitrage bonds within the meaning of Section 148 a of the Tax Code 

e Small Issuer Exemption from Bank Nondeductibilitv Restriction The City 

hereby designates the Loan Repayments for purposes of paragraph 3 of Section 

265 b of the Tax Code and represents that not more than 10 

000 aggregate 

principal amount of obligations the interest on which is excludable under Section 103 a 

of the Tax Code from gross income for federal income tax purposes excluding i 

private activity bonds as defined in Section 141 of the Tax Code except qualified 

501 c3 bonds as defined in Section 145 of the Tax Code and ii current refunding 

obligations to the extent the amount of the refunding obligation does not exceed the 

outstanding amount of the refunded obligation including the Loan Repayments has 

been or will be issued by the City including all subordinate entities of the City during the 

calendar year 2012 

f Arbitraqe Rebate The City shall take any and all actions necessary to 

assure compliance with section 148 f of the Tax Code relating to the rebate of excess 

investment earnings if any to the federal government to the extent that such section is 

applicable to the Loan 

g Acquisition Disposition and Valuation of Investments Except as otherwise 

provided in the following sentence the City covenants that all investments of amounts 

deposited in any fund or account created by or pursuant to this Loan Agreement or 

otherwise containing gross proceeds of the Loan within the meaning of Section 148 of 

the Tax Code shall be acquired disposed of and valued as of the date that valuation 

is required by this Loan Agreement or the Tax 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 Tax Code shall be valued at their present value within the 

meaning of section 148 of the Tax Code 

For purposes of this subsection g the term 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 Tax Code and othenvise 

the term Fair Market Value means the acquisition price in a bona fide arm s length 

transaction as referenced above ifi the investment is a certificate of deposit that is 

acquired in accordance with applicable regulations under the Tax 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 

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acquired in accordance with applicable regulations under the Tax 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 any commingled investment fund in which the City and related 

parties do not own more than 10 beneficial interest therein if the return paid by the 

fund is without regard to the source of the investment 

SECTION 412 Reporting and Filing Requirements During the Term of this 

Loan Agreement the City shall make the following filings with the Bank 

a Audited Financial Statements The City shall file with the Bank 

audited financial statements relating to the Water System for each 

Fiscal Year which are prepared in accordance with Section 4 not 

more than 210 days after the close of such Fiscal Year 

b Annual Budqets The City shall file with the Bank the adopted 

annual budget for the Water System in each Fiscal Year not more 

than 30 days after the commencement of such Fiscal Year 

c Certificate of Compliance with Rate Covenant The City shall file 

with the Bank a Certificate of the City stating that it is in compliance 

with the covenants set forth in Section 45 relating to the rates and 

charges for the Water System for each Fiscal Year not more than 

210 days after the close of such Fiscal Year 

d Additional Information The City shall file with the Bank such 

additional information as the Bank may reasonably request in 

writing within a reasonable period of time after the receipt of such 

written request by the City 

e Event of Default The City shall immediately notify the Bank by 

telephone promptly confirmed in writing of any event action or 

failure to take any action which constitutes an Event of Default 

under this Loan Agreement together with a detailed statement by a 

City Representative of the steps being taken by the City to cure the 

effect of such Event of Default 

f Action Suit or Proceeding The City shall promptly notify the Bank 

in writing i of any action suit or proceeding or any investigation 

inquiry or similar proceeding by or before any court or other 

governmental authority domestic or foreign against the City or any 

of the Water System or the Revenues which involve claims equal to 

or in excess of 000 500 or that seeks injunctive relief or ii of any 

loss or destruction of or damage to any portion of the Water System 

in excess of 500 000 

g Material Litiqation The City shall promptly notify the Bank in writing 

of any Material Litigation or any investigation inquiry or similar 

proceeding by any Governmental Authority with respect to any 

matter that relates to or could impact any of the Gross Revenues or 

Net Revenues 

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h Cancellation of Insurance or Loss The City shall promptly notify 

the Bank in writing in the event of any termination or cancellation of 

any insurance policy which the City is required to maintain or any 

uninsured or partially uninsured loss through liability or property 

damage or through fire theft or any other cause affecting the City 

property in excess of an aggregate of 000 500 

SECTION 413 Collection of Charges Fees and Rates The City will have in 

effect at all times rules and regulations requiring each member City to pay the applicable 

charges fees and rates and providing for the billing thereof In each case where such 

bill remains unpaid in whole or in part after it becomes delinquent the City will take 

necessary actions to enforce the collection procedures contained in the rules and 

regulations 

SECTION414 Against Encumbrances The City will not mortgage or otherwise 

encumber pledge or place any charge or lien upon any of the Net Revenues except as 

provided in this Loan Agreement and except for the Parity Debt will not issue any 

obligations secured by Net Revenues on a parity with or senior to the Loan 

Repayments and Parity Debt provided that the City may issue subordinate obligations 

SECTION415 Reconstruction of System Application of Insurance Proceeds If 

any useful portion of the Water System shall be damaged or destroyed the City shall 

as expeditiously as possible continuously and diligently pursue or cause to be pursued 

the reconstruction or replacement thereof unless the City shall file with the Bank a 

written certificate of an engineer qualified to render such certificate to the effect that 

such reconstruction or replacement is not in the best interests of the City and the Bank 

The proceeds of any insurance paid on account of such damage or destruction other 

than business interruption loss insurance or public liability insurance shall be deposited 

by the City in a special account held in trust by the City and made available for and to 

the extent necessary applied to the cost of such reconstruction or replacement if any 

Pending such application such proceeds may be invested by the City in investments 

permitted by Section 53601 of the California Government Code which mature not later 

than such times as shall be necessary to provide moneys when needed to pay such cost 

of reconstruction or replacement Any balance of such proceeds of insurance not 

required by the City for the purposes aforesaid shall be deemed to constitute Revenues 

ARTICLE V 

EVENTS OF DEFAULT AND REMEDIES 

SECTION 51 Events of Default Defined 

under this Loan Agreement 

The following are Events of Default 

a Failure by the City to pay any Loan Repayment or other payment 

required hereunder when due 

b Failure by the City to observe and perform any covenant condition 

or agreement on its part to be observed or performed hereunder 

other than as referred to in the preceding clause a of this Section 

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for a period of 30 days after written notice specifying such failure 

and requesting that it be remedied has been given to the City by the 

Bank 

c The filing by the City of a voluntary petition in bankruptcy or failure 

by the City promptly to lift any execution garnishment or 

attachment or adjudication of the City as a bankrupt or assignment 

by the City for the benefit of creditors or the entry by the City into 

an agreement of composition with creditors or the approval by a 

court of competent jurisdiction of a petition applicable to the City in 

any proceedings instituted under the provisions of the Federal 

Bankruptcy Code as amended or under any similar acts which 

may hereafter be enacted 

d The occurrence of any event of default under and as defined in any 

Parity Debt Documents 

e Any representation or warranty made or deemed to be made by or 

on behalf of the City in this Loan Agreement or in any certificate 

financial or other statement furnished by or on behalf of the City to 

the Bank pursuant hereto or thereto shall prove to have been 

inaccurate misleading or incomplete in any material respect when 

made or deemed to have been made 

f This Loan Agreement or any material provision of this Loan 

Agreement shall at any time for any reason cease to be the legal 

valid and binding obligation of the City or shall cease to be in full 

force and effect or shall be declared to be unenforceable invalid or 

void or the validity or enforceability thereof shall be contested by 

the City or the City shall renounce the same or deny that it has any 

further liability hereunder 

g The Dissolution termination of existence insolvency or business 

failure of the City 

h If any court of competent jurisdiction with jurisdiction to rule on the 

validity of any provision of this Loan Agreement shall find or rule 

that this Loan Agreement is not valid or not binding on the City 

SECTION 52 Remedies on Default Upon the occurrence and during the 

continuation of an Event of Default the Bank may at its option and without any further 

demand or notice 

a declare all principal components of the unpaid Loan Repayments 

together with accrued interest thereon at the rate set forth in 

Section 34c from the immediately preceding Loan Repayment 

Date on which payment was made to be immediately due and 

payable whereupon the same will immediately become due and 

payable and 

b take whatever action at law or in equity may appear necessary or 

desirable to collect the Loan Repayments then due or thereafter to 

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ecome due during the Term of this Loan Agreement or enforce 

performance and observance of any obligation agreement or 

covenant of the City under this Loan Agreement 

c Notwithstanding any of the foregoing the exercise of any remedies 

under this Section 51 including the appointment of any receiver 

shall specifically provide for the making of all payments required to 

be made by the City under the WSDA as an City Operation and 

Maintenance Expense as defined in the WSDA and as an 

Operation and Maintenance Cost as defined herein 

The provisions of the preceding clause a are subject to the condition that if at 

any time after the principal components of the unpaid Loan Repayments have been so 

declared due and payable under the preceding clause a and before any judgment or 

decree for the payment of the moneys due have been obtained or entered the City 

deposits with the Bank a sum sufficient to pay all principal components of the Loan 

Repayments which became due and payable prior to such declaration and all matured 

interest components if any of the Loan Repayments with interest on such overdue 

principal and interest components calculated at the rate set forth in Section34c and a 

sum sufficient to pay all reasonable costs and expenses incurred by the Bank in the 

exercise of its rights and remedies hereunder and any and all other defaults known to 

the Bank other than in the payment of the principal and interest components of the 

Loan Repayments due and payable solely by reason of such declaration have been 

made good then and in every such case the Bank shall by written notice to the City 

rescind and annul such declaration and its consequences However no such rescission 

and annulment shall extend to or shall affect any subsequent default or shall impair or 

exhaust any right or power consequent thereon 

SECTION 53 No Remedy Exclusive No remedy herein conferred upon or 

reserved to the Bank is exclusive and every such remedy is cumulative and in addition 

to every other remedy given under this Loan Agreement or now or hereafter existing at 

law or in equity No delay or omission to exercise any right or power accruing upon any 

default impairs any such right or power or operates as a waiver thereof but any such 

right and power may be exercised from time to time and as often as may be deemed 

expedient In order to entitle the Bank to exercise any remedy reserved to it in this 

Article V it is not necessary to give any notice other than such notice as may be 

required in this Article V or by law 

SECTION 54 Agreement to Pay Attorneys Fees and Expenses If either party 

to this Loan Agreement defaults under any of the provisions hereof and the 

nondefaulting party employs attorneys including in house counsel or incurs other 

expenses for the collection of moneys or the enforcement or performance or 

observance of any obligation or agreement on the part of the defaulting party herein 

contained the defaulting party will on demand therefor pay to the nondefaulting party 

the reasonable fees of such attorneys including those ofin house counsel and such 

other expenses so incurred by the nondefaulting party 

SECTION 5 No Additional Waiver Implied by One Waiver If any agreement 

contained in this Loan Agreement is breached by either party and thereafter waived by 

the other party such waiver shall be limited to the particular breach so waived and shall 

not be deemed to waive any other breach hereunder 

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ARTICLE VI 

PREPAYMENT OF LOAN 

SECTION 61 Optional Prepayment The City may prepay the unpaid principal 

components of the Loan Repayments in whole or in part on any Loan Repayment Date 

on or after June 1 2022 by paying a prepayment price equal to the principal 

components of the Loan Repayments to be prepaid together with the interest required 

to be paid on such Loan Repayment Date without premium 

The City shall give the Bank notice of its intention to exercise its option not less 

than 30 days in advance of the date of exercise 

SECTION 62 Mandatory Prepayment From Net Proceeds of Insurance or 

Eminent Domain The City shall prepay the unpaid principal balance of the Loan in 

whole on any date or in part on any Loan Repayment Date from and to the extent the 

City determines to apply any proceeds of insurance award or condemnation award with 

respect to the Water System for such purpose under Sections 42 or 414 at a price 

equal to a prior to June 1 2022 the principal amount to be prepaid plus the Make 

Whole Prepayment Amount as defined below or b on or after June 1 2022 the 

principal amount to be prepaid plus accrued interest through the date set for 

prepayment without premium For purposes of this Section 62 the following terms 

have the following meanings 

The term Make Whole Prepayment AmounY means amount 

equal to the Annual Yield Differential multiplied by the Percent Being 

Prepaid multiplied by the Average Remaining Outstanding Principal 

Amount prepaid multiplied by the number of days from the date Bank 

received the prepayment the Prepayment Date through and including 

the date of May 31 2022 divided by 360 

The term Annual Yield Differential means the difference but not 

less than zero between the US Treasury yield from the Federal 

Reserve daily H15 report on the principal amount coming due closest to 

June 1 2022 at origination and the US Treasury yield from the Federal 

Reserve daily H15 report on the principal amount coming due closest to 

June 1 2022 at the Prepayment Date The Federal Reserve H15 report 

for treasury rates can be accessed from the Fed s website currently 

http www fede ra Irese rvegov re leases h15 current defa uIt htm 

The term Averaqe Remaininq Outstandinq Principal Amount of 

the Loan means the simple average of the existing principal loan 

balance at the Prepayment Date and the projected loan balance as of 

June 1 2022 assuming a conventional amoRization schedule The 

Percent Being Prepaid shall be determined by dividing the principal 

amount being prepaid by the existing principal loan amount 

SECTION 63 Security Deposit Notwithstanding any other provision of this 

Loan Agreement the City may on any date secure the payment of Loan Repayments in 

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whole or in part by irrevocably depositing with a fiduciary an amount of cash which 

together with other available amounts is either 

a sufficient to pay all such Loan Repayments including the principal 

and interest components thereof when due under Section34a or 

b invested in whole or in paR in Federal Securities in such amount as 

will in the opinion of an Independent Accountant together with 

interest to accrue thereon and together with any cash which is so 

deposited be fully sufficient to pay all such Loan Repayments when 

due under Section 34a or if such amounts are sufficient to 

prepay the Loan Repayments in full under Section 63 when due on 

any optional prepayment date under Section 61 as the City 

instructs at the time of the deposit 

In the event of a security deposit under this Section for the payment in full of all 

remaining Loan Repayments i the City grants a first priority security interest in and lien 

on the security deposit and all proceeds thereof in favor of the Bank and ii the pledge 

of Net Revenues and all other security provided by this Loan Agreement for said 

obligations other than the security deposit will cease and terminate excepting only the 

obligation of the City to make or cause to be made all of Loan Repayments from such 

security deposit 

ARTICLE VII 

MISCELLANEOUS 

SECTION 71 Notices Any notice request complaint demand or other 

communication under this Loan Agreement shall be given by first class mail or personal 

delivery to the party entitled thereto at its address set forth below or by telecopier or 

other form of telecommunication at its number set forth below Notice shall be effective 

either a upon transmission by telecopier or other form of telecommunication b 48 

hours after deposit in the United States of America first class mail postage prepaid or 

c in the case of personal delivery to any person upon actual receipt The Bank and 

the City may by written notice to the other parties from time to time modify the address 

or number to which communications are to be given hereunder 

If to the City 

If to the Bank 


390 Towne Center Drive 

Lathrop California 95330 

Attention Director of Finance 

Fax 209 941 7320 

Compass Bank 

202 North Hunter Street 2 Floor 

Stockton California 95202 

Attention Erik Kapeller 

SECTION 72 Binding Effect This Loan Agreement inures to the benefit of and 

is binding upon the Bank and the City and their respective successors and assigns 

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SECTION 73 Severability If any provision of this Loan Agreement is held 

invalid or unenforceable by any court of competent jurisdiction such holding will not 

invalidate or render unenforceable any other provision hereof 

SECTION 74 net Net 

Contract This Loan Agreement isanet 

neY 

contract and the City hereby agrees that the Loan Repayments are an absolute net 

return to the Bank free and clear of any expenses charges or set offs whatsoever 

SECTION 75 Further Assurances and Corrective Instruments The Bank and 

the City shall from time to time execute acknowledge and deliver or cause to be 

executed acknowledged and delivered such supplements hereto and such further 

instruments as may reasonably be required for carrying out the expressed intention of 

this Loan Agreement 

SECTION 76 Execution in Counterparts This Loan Agreement may be 

executed in several counterparts each of which shall be an original and all of which 

shall constitute but one and the same instrument 

SECTION 7 Applicable Law 

construed in accordance with the laws of the State of California 

This Loan Agreement shall be governed by and 

SECTION 78 Captions The captions or headings in this Loan Agreement are 

for convenience only and in no way define limit or describe the scope or intent of any 

provisions or Section of this Loan Agreement 

SECTION 79 Dispute Resolution a Judicial Reference In the event of any 

action proceeding or hearing hereinafteraClaim based upon or arising out of 

directly or indirectly this Loan Agreement or any of the related documents any dealings 

between the Agency or the Bank relating to the subject matter of the transactions 

contemplated by this Loan Agreement or any related transactions and or the 

relationship that is being established between the City and the Bank the City and the 

Bank hereby agree that each Claim shall be determined by a consensual general judicial 

reference the Reference pursuant to the provisions of Section 638 et seq of the 

California Code of Civil Procedure as such statutes may be amended or modified from 

time to time Upon a written request or upon an appropriate motion by either the Bank 

or the City as applicable any pending action relating to any Claim and every Claim shall 

be heard by a single Referee as defined below who shall then try all issues including 

any and all questions of law and questions of fact relating thereto and issue findings of 

fact and conclusions of law and report a statement of decision The Referee s 

statement of decision will constitute the conclusive determination of the Claim The City 

and the Bank agree that the Referee shall have the power to issue all legal and 

equitable relief appropriate under the circumstances before the Referee The City and 

the Bank shall promptly and diligently cooperate with one another as applicable and 

the Referee and shall perform such acts as may be necessary to obtain prompt and 

expeditious resolution of all Claims in accordance with the terms of this Section 79 

Either the City or the Bank as applicable may file the Referee s findings conclusions 

and statement with the clerk or judge of any appropriate court file a motion to confirm 

the Referee s report and have judgment entered thereon If the report is deemed 

incomplete by such court the Referee may be required to complete the report and 

resubmit it The City and the Bank as applicable will each have such rights to assert 

such objections as are set forth in Section 638 et seq of the California Code of Civil 

23 

180

Procedure and all proceedings shall be closed to the public and confidential and all 

records relating to the Reference shall be permanently sealed when the order thereon 

becomes final 

b Selection of Referee Powers The parties to the Reference 

proceeding shall select a single neutral referee the Referee who 

shall be a retired judge or justice of the courts of the State of 

California or a federaf court judge in each case with at least ten 

10 years of judicial experience in civil matters The Referee shall 

be appointed in accordance with Section 638 of the California Code 

of Civil Procedure or pursuant to comparable provisions of federal 

law if the dispute falls within the exclusive jurisdiction of the federal 

courts If within ten 10 days after the request or motion for the 

Reference the parties to the Reference proceeding cannot agree 

upon a Referee then any party to such proceeding may request or 

move that the Referee be appointed by the Presiding Judge of the 

Los Angeles County Superior Court or of the US District Court for 

the Central District of California The Referee shall determine all 

issues relating to the applicability interpretation legality and 

enforceability of this Section79b 

c Provisional Remedies Self Help and Foreclosure No provision of 

this Section 79 shall limit the right of either the City or the Bank as 

the case may be to i exercise such self help remedies as might 

otherwise be available under applicable law or ii obtain or oppose 

provisional or ancillary remedies including without limitation 

injunctive relief writs of possession the appointment of a receiver 

and or additional or supplementary remedies from a court of 

competent jurisdiction before after or during the pendency of any 

Reference The exercise of or opposition to any such remedy 

does not waive the right of the City or the Bank to the Reference 

pursuant to this Section79c 

d Costs and Fees Promptly following the selection of the Referee 

the parties to such Reference proceeding shall each advance equal 

portions of the estimated fees and costs of the Referee In the 

statement of decision issued by the Referee the Referee shall 

award costs including reasonable attorneys fees to the prevailing 

party if any and may order the Referee s fees to be paid or shared 

by the parties to such Reference proceeding in such manner as the 

Referee deems just 

24 

181

IN WITNESS WHEREOF the Bank has caused this Loan Agreement to be 

executed in its corporate name by its duly authorized officer and the City has caused 

this Loan Agreement to be executed in its name by its duly authorized officers as of the 

date first above written 

COMPASS BANK 

By 

Authorized Officer 


ATTEST 

By 


By 


25 

182

APPENDIX A 

SCHEDULE OF LOAN REPAYMENTS 

Loan Repayment Date Principal Interest Total Loan Repavment 

Such interest amount to be adjusted by the Bank periodically to account for Loan 

Repayment Dates and Business Days 

183

Jones Hall A Professional Law Corpo ation March 28 2012 

IRREVOCABLE REFUNDING INSTRUCTIONS 

These IRREVOCABLE REFUNDING INSTRUCTIONS these Instructions are 

dated April 26 2012 and are given by the CITY OF LATHROP a municipal corporation 

organized and existing under the laws of the State of California the City to UNION 

BANK NA formerly known as Union Bank of California NA a national banking 

association organized and existing under the laws of the United States of America as 

trustee for the hereinafter described 2000 Certificates the 2000 Trustee 

BACKGROUND 

1 In order to finance improvements to its Water System the City has 

previously entered into an Installment Sale Agreement dated as of May 1 2000 the 

2000 Installment Sale AgreemenY between the City and the Lathrop Public Facilities 

Financing Corporation the Financing Corporation under which the City is obligated to 

pay semiannual installment payments the 2000 Installment Payments 

2 The City the Financing Corporation and the 2000 Trustee have entered 

into a Trust Agreement dated as of May 1 2000 the 2000 Trust AgreemenY 

authorizing the execution and delivery of 2000 Water System Certificates of 

Participation in the aggregate principal amount of8105 000 the 2000 Certificates 

which evidence the direct undivided fractional interests of the owners thereof in the 

2000 Installment Payments 

3 

The City has the right to prepay the 2000 Installment Payments on May 

2012 at a prepayment price equal to 900 of the principal amount thereof and the 

2000 Installment Sale Agreement provides that amounts so prepaid by the City shail be 

applied to pay the prepayment price of the 2000 Certificates on such date at a 

prepayment price equal to 100 of the principal amount of the 2000 Certificates to be 

prepaid 

4 In order to raise funds to pay and prepay the 2000 Installment Payments 

and thereby pay and prepay the 2000 Certificates in full Compass Bank the Bank 

has made a loan to the City in the aggregate principal amount of the 

Loan under a Loan Agreement dated April 26 2012 the Loan AgreemenY 

5 The City wishes to give these Instructions to the 2000 Trustee for the 

purpose of establishing irrevocable Escrow Fund to be funded invested held and 

administered for the purpose of providing for the payment and prepayment in full of the 

2000 Instaliment Payments and corresponding payment and prepayment in full of the 

outstanding 2000 Certificates 

INSTRUCTIONS 

In order to provide for the payment and prepayment of the 2000 Installment 

Payments and the corresponding payment and prepayment of the 2000 Certificates the 

City hereby irrevocably directs the 2000 Trustee as follows 

SECTION 1 Establishment of Escrow Fund The 2000 Trustee is directed to 

establish an escrow fund the Escrow Fund to be held by the 2000 Trustee in trust as 

pTTACHMENT 

184

an irrevocable escrow securing the payment and prepayment of the 2000 Installment 

Payments and the corresponding payment and prepayment of the 2000 Certificates All 

cash and securities in the Escrow Fund are hereby irrevocably pledged as a special 

fund for the payment of the 2000 Installment Payments in accordance with the 

provisions of Sections 71 and 72 of the 2000 Installment Sale Agreement and the 

corresponding payment and prepayment of the 2000 Certificates in accordance with 

Section401 a of the 2000 Trust Agreement 

If at any time the 2000 Trustee receives actual knowledge that the cash and 

securities in the Escrow Fund will not be sufficient to make any payment required by 

Section 3 the 2000 Trustee shall notify the City of such fact and the City shall 

immediately cure such deficiency from any source of legally available funds The 2000 

Trustee has no liability for any such insufficiency 

SECTION 2 Deposit into Escrow Fund On the date hereof the City shall cause 

to be transferred to the 2000 Trustee for deposit into the Escrow Fund the amount of 

691 25 216 in immediately available funds to be derived from the following sources 

in the following amounts 

a from amounts held in the Reserve Fund established and held by the 

2000 Trustee under Section 304 of the 2000 Trust Agreement in 

the amount of 

which amount the 2000 Trustee is 

hereby directed to transfer to the Escrow Fund on the date hereof 

and 

b from the proceeds of the Loan in the amount of 

SECTION 3 Application of Amounts The 2000 Trustee shall hold the amounts 

deposited with it in the Escrow Fund in cash uninvested The 2000 Trustee shall apply 

the amounts held in the Escrow Fund to pay and prepay the 2000 Instaliment Payments 

and thereby pay and prepay the 2000 CeRificates on May 4 2012 in the following 

amounts 

Payment Maturing Principal to Prepayment Total 

Date Interest Principal be Prepaid Premium Pavment 

May 4 2012 191 25 216 00 000 6500 00 691 25 216 

Following payment and prepayment in full of all of the 2000 Certificates on May 

4 2012 the 2000 Trustee shall withdraw all amounts remaining on deposit in the 

Escrow Fund and transfer such amounts to the City to be applied to pay interest next 

coming due and payable on the Loan 

SECTION 4 Proceedings fo Prepayment of 2000 Instal ment Payments The 

City hereby elects and irrevocably signifies its election to prepay the 2000 Installment 

Payments in full on May 4 2012 under Section 72 of the 2000 Installment Sale 

Agreement and irrevocably signifies its election to prepay the 2000 Certificates in full on 

May 4 2012 under Section401a of the 2000 Trust Agreement The 2000 Trustee 

shall give notice of the prepayment of the 2000 Certificates in accordance with Section 

403 of the 2000 Trust Agreement at the expense of the City 

SECTION 5 Transfer of Funds The 2000 Trustee shall make the transfer into 

the Escrow Fund from the Reserve Fund established under the 2000 Trust Agreement 

2 

185

as set forth in subsection b of Section 2 such transfer to be made on the Closing 

Date All other amounts held by the 2000 Trustee in any of the funds and accounts 

established under the 2000 Trust Agreement shall be withdrawn therefrom and 

transferred to the City as its property free and clear of the lien of the 2000 Trust 

Agreement and the 2000 Installment Sale Agreement and shall be applied to pay 

interest next coming due and payable on the Loan 

SECTION 6 Applicatibn of Certain Terms All of the terms of the 2000 

Installment Sale Agreement relating to the payment and prepayment of the 2000 

Installment Payments and all of the terms of the 2000 Trust Agreement relating to the 

payment and prepayment of the 2000 Certificates are incorporated in these Instructions 

as if set forth in full herein 

SECTION 7 Compensation to 2000 Trustee The City shall pay the 2000 

Trustee full compensation for its services under these Instructions including out of 

pocket costs such as publication costs prepayment expenses legal fees and other 

costs and expenses relating hereto and in addition all fees costs and expenses 

relating to the purchase substitution or withdrawal of any securities after the date 

hereof Under no circumstances shall amounts deposited in or credited to the Escrow 

Fund be deemed to be available for said purposes The 2000 Trustee has no lien upon 

or right of set off against the cash and securities at any time on deposit in the Escrow 

Fund 

SECTION 8 Rights and Liabilities of 2000 Trustee All of the protections 

immunities and limitations from liability afforded the 2000 Trustee as trustee for the 

2000 Certificates are incorporated in these Instructions as if set forth in full herein 

These Instructions set forth all matters pertinent to the escrow contemplated hereunder 

and no additional obligations of the 2000 Trustee shall be inferred from the terms of 

these Instructions or any other agreement 

3 

186

SECTION 9 Effect of These Instructions As a result of the deposit and 

application of funds in accordance with these Instructions the obligations of the City 

under the 2000 Installment Sale Agreement shall be discharged under and with the 

effect set forth in Section 71 of the 2000 Installment Sale Agreement 

Date April 26 2012 


By 


ACCEPTED 

UNION BANK NA as 2000 Trustee 

By 

Authorized Officer 

4 

187

COSTS OF ISSUANCE CUST0111AN AGREEMENT 

7his Abrccmenl dated as of April 26 2012 has beeu entered into between the 

City of athrop tl c City and Union Bank NtA thc Custodian The City has 

appointcd Union 13ank NA to act as custodian for the Costs of Issuance Fwld which has 

bcen established for Ue Loan Agreemcnt datcd pril 26 2012 the Loan Agreemcnl 

bctwccn Compass I3ank ihe Lendcr and the City This Agreement sets out thc tcrms 

and conditions oCsaid appoint nent 

Thc City and the Custodian agrce as follows 

1 lhe Custodian shall deposit the amount of received from the 

Icnder and shall deposit such ihnds in a custody account the Costs of Issuance Fund 

cstablishcd with thc Custodian in the namc of thc City 

2 71c Custodian will pay costs of issuance relating to lhe Loan Agrcement as 

dirceted by the City from timc to timc via a written order executed by thc City Manager 

orPinance Director of the City The Custodian is not responsible or liable in any respect 

on account of the identity authority or righls of the persons executi g or delivering or 

purporting to execute or deliver any such writtcn order on behalf of thc City or 

responsible lor whether or not any payment so directed to be paid is an authorized cost of 

issuance 

3 Funds hcld hercundcr shall be thc property of tl e City subject only to the 

claims for payment of authorized Costs of Issuanee relating to the Loan lgrcemcnt as 

provided in paragraph 2 hereof Ihe Custodian shall hold and invcst the funds in 

Blackrock TPwd Cash Management shares and the City acknowledgcs that the 

Custodian may receive compensation from sucl mutual fund or its distributor Any 

balances remaining in the Costs of Issuance Pund including any earnings on June 1 

2012 will be disbursed to the City 

4lhis Agreemcnt will tenninate on June 1 2012 

Ihe duties and responsibilitics of Custodian shall be limited to thosc cxpressly 

sct iortl in this Agreement ln no evcnt sllall the Custodian be liable for any special 

indircct or conscc ucntial damagcs Ihc Custodian will not be liablc for any actioi takcn 

or neglected to be uken by it in good faith in any exercise of rcasonable care and believcd 

by it to bc within thc discrction of powcr confcrrcd upou it by this Agrccmcnt Custodian 

shall receive compensation for its services as agreed betwecn Custodian and City The 

City agrecs to indemuiCy and hold Custodian harmless from all loss cost damages 

expenses liabilitics judgments and attorneys fees including without limitation 

allocated costs ofin house counsel suffcred or incurred by Custodian arising out of or in 

conqection with this Abrccment except that this indemniYy obligation shall not apply in 

thc event of thc gross negligence or wilttul misconduct of the ndemnified Yariies or airy 

oftl em Tl is indemnity obligation shall survive termination of this Agreement 

ATTACHMENT 

188

Fxecutcd as of the date first above written 

Cl IY OFLA1IIROP 

By 

City Managcr 

Custodian 

LVION 13ANK NA 

By 

Aulhorized Representative 

189

327 12 

City of Lathrop CA 

2012 Refinancing of 2000 Series A COP s 

Water System Improvement ProjecY 

Estimated RefinancinQ Savin s Summarv 

Brcnk Qualified Tax Exempt Loan 

Debt Service Reserve Fund Equa l to Maximum Annual Debt Service 

EST TERM CURRENT REFI ADJUSTED EST EST NET EST 

ISSUE RATES RATE GROSS TRU5TEE TOTAL AVG 

SIZE ON NET DEBT SAVINGS SAVINGS NET 

2000 SI IiVICE OVER AIVNUAL 

COP S SAVINGS 18 YRS SAVINGS 

000 6231 175 5875 350 1797 082 81 000 1878 082 107 319 

yrs 590 3 4 5 4 5 6 

Notes 

1 New maturity on relinancing is6129 existing 2000 COP s mature on6130 

2 Existing 2000 COPrates 2020 5902012 

2030 5875 100 oC2000 COPodstandine 

dcbt carrics a ratc of5875 to 590 

3 ReFnancing iatc bank qualificd providcd by 3WlVCompass Bank 

4 Adjusted for estimated debt service reserve fiind surplus on 2000 COP s and est City cash contribution 

5Ioal Gst annual trustcc savings@4500 per ycar x 18yrs 81 000 

6lst annual savings thrtt6129 includes4500 per year of est annual trustcc savings 

7 Fst adjusted nct present value savings of169 856 escluding trustee savings 18 77 of issue size 

8Ist adjusted net prescut valuc savings of1231 054 ineludin NPV savings of anmial trustee savings 

169 856 i61 198 1231 054 or 19 76 of the principal amount offlie proposed refundina 

9 Yreliminary rchnanciug nos assumes dosing on426 12 

10 Refinancing shortens maturity of 2000 COP s one full year from6130 to 61 29 

ATTACHMENT 

C 

190

WJ Fawell Co Schedule 1 

Public Finance 


Refuntling ot 2000A InstallmentPu hase Certificates of PaRicipa6on 

Exishng Debt Service StmcWre 

Interesf 

Annual 

Payment Par Debt Debt 

Date Amount Co Interesl Service Service 

06i0V 2 195 000 

5900 192625 386 2t625 

01l 12 185 463 

Ofi 01113 205 000 00 5 900 o 

75 185 463 75 680 571 00 

t85 463 75 390 463 75 

12 OV 3 1941625 I79 4t625 00 569 88 

O6 01It4 220 000 00 5 9000 179 416 25 416 399 25 

12 01114 172 92625 72 92625 572 34250 

O6 01i15 23000000 5900 172 92fi25 402 92625 

201 15 166 14125 166 14125 569 06750 

O6 01 i6 245 00000 5900 1fi6 14t25 414125 

12 i6 01 

158 91375 158 91375 570 055 00 

17 O6 01 260 

000 5900 158 913J5 418 91375 

2OV 17 151 24375 151 24375 570 t5750 

06 Di 18 275 000 

5900 a 151 24375 426 24375 

12 01 18 143 13125 143 13125 569 37500 

O6 01It9 290 00000 5900 143 13125 433 t3125 

12 OVt9 134 57625 134 57625 075 567 

06 OV20 310 00000 5900 134 57625 444 57625 

201 

43125 t25 43125 007 570 50 

O6 0112t 325 00000 5875 43125 h50 43L25 

1D01 2t 115 884 38 t15 884 38 S66B 563 

22 O6 01 000 345 00 5 875 1 5884 38 884 460 38 

2I011 22 105 75000 105 7W00 566 38 634 

O6 L23 365 000 00 5 85i 105 750 00 750 470 00 

12 OV23 95 02813 95 028 3 56577813 

06 OV24 385 00000 5875i 95p2813 480 a2813 

12 01 24 83 71875 83 71875 56374688 

25 O6 01 410 00000 5875 83 71875 493 71875 

12 OV25 71 675 00 71 67500 565 39375 

fi OV26 435 00000 5875 71 675 00 506 67500 

12i0t 26 58 896 88 58 89688 565 571 BB 

O6 OV27 460 00000 5875 58 89688 518 89688 

t2 OV27 45 38438 45 38438 564 28125 

Ofi OV28 485 00000 5875 0 45 38438 530 38438 

28 t2 01 

31 137 50 31 13750 56152I BB 

O6IOV29 515 00000 585 313750 546 13750 

12I0 V29 6 09 38 16 009 38 562 I46 88 

Ofi Ot 30 545 

000 

5 875 169 38 009 561 38 

12IOi130 00 000 56L00938 

Ofi Otl3 00 00 

12 Oi 31 00 00 000 

Ofi101 32 00 Q 00 

12I0 I32 00 00 000 

O6I07 33 00 00 

120I33 00 0 00 0 

O6 034 00 000 

12 01 34 00 0 00 Q0 

O6 01 35 00 000 

t20I35 00 00 000 

060I36 00 000 

t20I3fi 00 0 00 0 00 

O6 01 37 00 000 

12 0V37 000 000 0OD 

O6 0I38 0 00 0 00 

12 01 38 0 00 0 00 0 

08 01 39 0 00 0 00 

2i39 000 00 000 

osrovao 0 00 0 00 

ivovna o 00 0 oa o 00 

os on o 00 0 00 

iziavn o00 000 000 

000 6500 00 672 4272 50 10 772 672 50 0772 672 50 

327I20t2 

959 AM 

191

WJ Fawell Co 


Qty of Lathrop 

Refunding o2OOA Instaliment Purchase Certificates of Participation 

Escrow Funtl 

Debt Service Prmapal 

Ihmugh to be Total 

Dale Call Called ReQUirements 

O6 01112 191 21625 6500 00000 669t 21625 

12 Ot t2 00 000 

13 O6 01 

00 00 

I2O V 13 00 0 00 

osiovia o 00 0 00 

ivovia o00 000 

osiovis o 00 0 00 

vovis o00 000 

osiov 

o 00 0 00 

2iov s o00 000 

osiovv o aa o 00 

iziovn o 00 0 00 

os ov a o ao o aa 

izrov a o 00 oa 

asio ns o00 oao 

i2iov s o00 oao 

osiovzo 0 00 oao 

zrovzo 0 0o a o0 

osiovzi o 00 0 00 

2rovz o 00 0 00 

oerovzz o 00 0 00 

191 21625 6500 00000 691 21625 

Adtl 

Cash Deposit 

Total Escrow Cost 

eontl Payoff Amount 

Pnncipal to be Called 

6W0 000 00 

Retlemption Premium 0 00 

6500 000 00 

3127 20t2 

959AM 

192


Pubhc Finance 

Ciry of Lathmp 

Refundin9 of 2000A Installment Purchase Certificates of Participation 

Saurces 

Uses of Pontls 

Datetl Date 04 26 12 

Settlement Date 12 26 04 

SOURCES 

OFFUNDS 

Pnncipal of Refunding 

Bontls 000 6231 00 

Reserve Funtl 5797 40 

Redempton Fund 386 216 25 

Eqwry Coniribulion 113 108 75 

TOTAL 73 0 032 40 

U S E 5 O F P U N D 5 

Escrow Fund Deposit 691 21625 

Reserve Funtl 325 499 00 

Placement Agent 66 000 00 

Bontl Counsel 37 500 00 

Lentler Counsel 7500 00 

VenOCabon 5000 00 

TrusteelCDAIC Fee 2000 

Miscfinanang Costs 1415 

Ol AL 7 31 q032 40 

Pnncipal of Refuntling Bontls 6231 000 00 

Principal of Refunded Bontls 6500 000 00 

Difference 269 

000 

327 2012 

959 AM 

193



Ciry of La hrop Dated 04 26 12 

Re untlmg of 2000A Installment Purchase CertiOCates of Participation Settle 04 26 12 

Refuntling Debt Service Structure 

In erest Pnce on Annual 

Paymen Par 26 Aprv12 Debt Debt 

Date Amount CoUpOn Yield IofParl Interesl Service Service 

OV12 1302452t t30 2452 I 

O6IOtl 3 000 249 

3500 3500 100000 109 04250 358 04250 287I 488 

2lOtl 3 104 685 00 104 685 00 

O6I01 14 287 0400 3500 3500 0 1000 104 68500 391 fi85 00 496 37000 

12I01n4 99 6625a 99 662 50 

O6I01n5 300 00000 3500 3500 100000 99 6fi25 399 662 50 499 32500 

12 01 15 94 41250 94 412W 

O6I01 16 307 00000 3500 3500 iooaaa 94 41250 4141250 495 825 00 

12rOL 6 89 04000 89 040 00 

O6 Otiii 3900000 3500 3500 1000 89 04000 408 04 00 497 08000 

01P 12 

83 45750 83 45750 

O6 01I18 000 330 

00 3 500 3 500 0 000 83 457 50 413q57 50 496 9t 5 00 

2OV B 77 682 50 77 68250 

O6 Ot 19 000 341 

3500 3500 100 000 77 68250 41868250 365 496 00 

12 Otl 9 715 00 71540 

06I01 20 35t 000 

3500 3500 1000 715 00 715 422 00 494 430 00 

12 OV20 

fi5 57250 65 572 50 

06 01121 366 

000 3500 3500 100 000 fi5 57250 431 57250 497 t45 00 

12p V 21 59 167 50 59 167 50 

06 01 22 375 00000 3500 3500 t0000 59 167 50 675 434 493 335 00 

ivovzz 

sz sos oo 

sz soe ao 

O6 i23 000 388 

3500 3500 100000 52 605 

440 605 00 210 493 00 

201 23 45 81500 45 815 00 

O6 OV24 41000 

3500 a 3500 100000 45 815 00 44fi 815 00 630 492 00 

201 24 38 79750 38 79Z50 

O6 

V25 413 00 3500 3 500 000 100 38 797 50 451 97 50 595 490 00 

2i25 31 5700 31 57000 

O6 OV26 429 00 3500 3500 100000 3t 57 00 46 57 00 492J4000 

12i26 24 062 50 24 06250 

6OL27 

4n4 00000 3500 a 3500 100000 24 062 50 468 6250 492 125 00 

12 01 27 16 292 50 16292 50 

O6 01 28 459 00000 3500 3500 100000 1629250 292 475 50 491 585 00 

72 01 28 8260 00 8260 00 

O6 OV29 472 

000 3500q 3500 000 100 

826000 48q26 a 520 488 00 

ivovzs o00 000 

osiov3o a o0 3 soor s sooi i o0 ooa o 00 0 00 o aa 

ivoiiao 000 000 

osiovsi o 0o a sooi s soor i o0 000 0 00 0 00 0 oa 

iziov3i o 00 0 00 

osiov32 a oo s sooi a sooi o0 000 0 00 0 0o a00 

12I01 32 000 000 

O6I01133 00 3500 3500 00 00 0 00 0 0 00 

12I01133 0 0 0 00 

6i01134 00 3 500 3500 100 00 0 00 0 00 00 

12 01134 0 00 0 00 

O6 01 35 0 00 3 500 3 500 100 0 00 0 00 0 00 

12 01I35 000 00 

O6 01136 0 00 3 500 3500 t00 000 0 00 OA Q0 

12 01136 0 DO 00 

O6 01 37 00 3500 3500 a 000 100 00 00 00 

t2Ot 37 00 00 

O6 01 38 00 3500 3500 100 000 00 00 00 

12 01 38 00 00 

O6 Di 39 00 3500 3500 1000W 00 00 00 

vovss oaa oaa 

osiovao 0 0o s sooi s aooi i o0 000 oaa o 00 0 oa 

iziavao 000 000 

osiovai a o0 3 eoor s sooi i o0 000 0 00 00 0 00 

i ziova i 

6231 000 00 882164 

71 882 8395 1 882 8395 7t 

2012 3127 

959 AM 

194



City ofLa hrpp Savings 199Q573 54 

Refunding of2OOA Instaliment Purchase Certificates of Participa6on Nel Prior Funtls 193 491 IS 

Annual Savmgs Reporl 

etl Ad us Sawngs 1797 082 39 

ExisUng Refuntling Existing Refunding 

Oeb Debl Annual Annual Annual 

Da e Service Service D5 5 Savin s 

2072 463 185 75 t30 2452 I 

O6 OV13 390 463J5 358 04250 575 92750 488 287 71 87 63979 

12 01 13 17941625 t04685 00 

O6 014 399 41625 391 68500 578 83250 496 3700 82 462 50 

12 i4 01 72 92625 99 662 50 

O6 OV15 402 92625 399 662 50 575 85250 499 32500 76 52750 

12 01 15 166 14125 9441250 

O6 01 t6 411 14125 40t 41250 57728250 825 495 0 845750 

t2 01 I6 158 91375 89400 

O6 OV17 4891375 408 04000 577 82750 497 08Q 80 747 50 

t2 OL17 

ISt 24375 83 45750 

O6 01118 426 243 75 413 457 50 487 577 50 915 496 00 BQ572 5 

2Ot t8 143 13125 77 68250 

O6 1t9 433 13125 418 68250 57626250 496 365 79 8975 

121OV19 13457fi25 71500 

O6i0 120 444 57625 422 71500 152 579 50 430 494 00 84 2250 

12 OV20 43125 65 57250 

O6IOV21 45 43L25 431 57250 575 8625D 497 14500 78 71750 

12IOV21 115 884 38 59 16750 

22 O6 01 460 88438 434 16750 576 76875 493 33500 83 43375 

t2 01 22 105 750 00 52 60500 

O6 

V23 470750 00 605 440 00 500 576 00 493210 00 83290 00 

tDOt 23 95 028 t3 45 81500 

O6 024 480A2813 446 8t500 575 5625 492 63 00 82 92625 

12i0v24 837 18 75 97 38 50 

06IOV25 493 718 75 451 97 50 577 437 50 595 490 00 86 842 50 

12 01 25 7t 67500 31 570 

O6i0V26 506 675 00 570 460 0 578 35a 00 140 492 00 86210 0 

t210V26 58 896 88 24 062 50 

O6I01 27 St8 696 88 468 062 50 577 79375 492 12500 85 66875 

12 01 27 45 384 38 16 29250 

061Ot128 530 38438 475 29250 575 76875 491 58500 84 18375 

12O128 31 13750 826000 

OfiIO V29 546 137 50 260 480 00 577275 0 520 488 00 88 755 00 

12101129 600938 000 

30 O6 01 56100938 00 577 0IB75 000 577 Ot8 75 

1210 30 000 000 

06i01 31 00 000 00 000 OAO 

12IOtB1 000 000 

O6I01 B2 00 0 00 0 00 00 0 00 

ZO B2 00 000 

O6 01 33 0 00 0 00 0 00 00 0 00 

ivovaa o 00 0 00 

osiovaa o 00 0 00 0 0o o 00 0 00 

12 01 34 0 00 0 00 

O6 

i l35 0 00 0 00 0 00 0 00 0 00 

lZ01135 0 00 0 

06 01 36 0 00 0 0 0 00 0 00 0 00 

Z01i36 000 000 

06 01131 0 00 0 00 00 0 00 0 00 

12 013 000 000 

O6 Ot138 0 00 0 00 00 0 00 

12 0188 0 00 0 0 

06 01 39 0 00 0 0 0 00 0 00 0 00 

12i39 0 00 0 00 

06 01 40 0 00 0 00 00 0 00 0 00 

12OV40 0 00 00 

01 41 06 

0 00 00 00 0 00 0 00 

10 386 45625 8395 88271 t0 38645625 8395 8827t 1990 57354 

327 2012 

9 59 AM 

195


Pub6c Finance 

City of Lathrop PV Savings 1363 34726 

Refunding of 2000A Installmenl Purohase Cetlificates of PaRicipa ion Nel Prior Funds 193 Present Value Savmgs Report Bond Yield 350000000 Adjusled PV 5avings 169 11 856 

Ex sting Days Present PV Refuntling Present PV 

Debt From Value Debt Oebl Value De6t 

Date Service Settlement Factor Servme Service Factor Service 

12I01112 185 463 75 2t5 0979491 181 660 12 130245 21 O W9491 127 574 04 

O6 01 13 463 390 75 395 0 9fi2645 877 375 96 042 358 50 0 962645 667 344 Bt 

1I01113 19416 25 575 0 946088 169 743 63 685 104 00 0 946088 99 04126 

06101114 399 A1625 755 09298P 3138387 391 68500 0929817 364 19522 

12I01114 172 92625 935 0913825 158 02428 99 66250 0913825 91 074 05 

Ofi101 15 4292625 115 0898108 36t 87121 399 66250 0898108 358 94001 

iZ01115 166 14125 L295 088266 t46 64644 94250 OB82661 83 33425 

06 OVi6 411 14125 t475 0867480 656 356 94 40141250 0667480 348 2P44 

12 ifi 01 158 913 75 1655 0852561 t3548359 89 040 00 0852561 75 911 99 

O6 Ot 17 418 91375 1835 0837897 351 00670 408 00 040 0837897 341 89562 

1y0V17 151 24375 2015 0823486 124 547 16 8345750 0623486 68 72611 

O6IOt 18 426 243 75 2195 0809323 344 968 93 413 457 50 0 809323 334 620 72 

12 Ot 18 143 13125 2375 0795404 t13 647 I 77 682 50 0795404 6t 788 94 

O6 OV 9 433 13125 2555 0781723 338 84 588 418 68250 0781723 327293 92 

12 OV 19 134 57625 2735 0768279 t03 392 05 717500 0768279 55 09710 

O6 Ot 20 444 57625 2915 0755065 33568393 422 500 0755065 319 17726 

12IOt 20 43125 3095 0 742079 93 079 84 fi5 572 50 0 742079 48 659 94 

06 Ot 2t 450 43L25 3275 0729316 328 506 

431 50 572 07293 6 314 75252 

12 Ot 21 115 89438 3455 0716772 83 06268 59 16750 0716772 42 409 61 

06 01 22 460 BB438 3635 0704444 324667 34 434 50 167 0704444 846 305 9 

12 OV22 105 75000 3815 0692328 7321374 52 60500 0692328 36 419 94 

06 Ot 23 4075000 3995 0680421 320 30824 440 60500 0680421 299 79694 

120I23 95 02813 4175 0668719 63 547 07 45 81500 0668719 30 637 34 

O6 01124 480 02813 4355 0657217 3548276 446 81500 0657217 293 65452 

1210t129 8371875 4535 0645914 54 075 09 38 797 50 0645914 25 a59 84 

06IOt 25 493 71875 4715 0634805 313 414 97 451 79750 0634805 803 286 16 

t2 01 25 7t 675 00 4895 Ofi23887 44 717 08 3t570 00 0623887 t9 69610 

O6IOV26 506 67500 5075 0613156 310 67102 460 00 570 0613t56 282 40t45 

t2 OV26 58 89688 5155 06026tt 35 49 189 24 Ofi2 50 06026tt 14 500 32 

O6 027 518 896 BB 5435 0 592246 307 314 B 468 062 50 0 592246 208 277 34 

t90V27 45 384 

5615 05820fi0 26 41645 t629250 0582060 948322 

O6 OV28 530 38438 5795 0572049 303 I406 

475 29250 572049 27t890 83 

t210 1128 3 37 50 5975 0 5fi2211 17 505 84 B260A 562211 4643 86 

O610V29 137 546 50 6155 0 552541 301 763 54 260 480 0 0 5525A1 265 363 50 

12 OV29 6 009 38 6335 0 543038 8693 70 0 00 0 543038 0 00 

O6 01I30 56t009 38 6515 0 533698 299 409 83 0 0 533698 0 00 

t2 01I30 00 695 0 524519 00 00 0 524519 Q00 

O6I01 3t 0 00 6875 0 515498 00 0 0 0 515498 00 

12 0113t 0 00 7055 0506632 00 0 00 0 506632 D00 

a6lOtl32 00 7235 0497918 00 0 0497918 00 

12IOt 32 0 00 7415 0 489355 00 0 00 0 489355 00 

06 01133 0 00 7595 048 938 00 0 0 0 480938 0 00 

120I133 00 775 0472667 000 0Q 04726fi7 000 

06 

l34 0 0 7955 0 4fi4537 00 00 0 464537 0 00 

iZ0 134 00 B135 0456548 00 000 0456548 00 

O6 Ot135 0 00 8315 0 448696 00 00 0 448696 0 00 

190V35 00 8495 0440978 00 00 0440978 00 

06 01136 00 8675 0433394 00 00 0433394 00 

t20I36 0 855 0 425940 00 D00 0 425940 0 

37 O6 01 

0 00 9035 0 418614 0 00 0 QO 0 418614 0 00 

t2 OV37 Q0 9215 0411415 00 00 0411415 00 

O6 038 000 9395 0404339 00 00 0404339 00 

12 01 38 0 9575 0 397384 0 00 00 0 397384 00 

O6 i39 0 00 9755 0390550 0 00 00 0390550 0 00 

12 01 39 00 935 0383833 00 0 00 383833 0 00 

601140 00 1 Q 915 0 37723 0 00 0 00 0 37723t 0 00 

12101I40 0a 1 Q295 0 370743 00 0 00 070743 0 00 

O610 1141 00 10 475 0 364367 oao 0 00 0 364367 00 

12 0114 I 0 00 10 655 358t00 0 0 00 0 100 358 

0 DO 

00 40436 49268022 0 00 0 00 49268022 0 00 

iq386 45625 7594 13t21 8395 8827t 6230 783 96 

Difference 1363 34726 

327 2012 

959AM 

196

W J Fawell Co 

PcrGlic Fintnrce 

94arch 27 3012 

ts Cari Jamcs 

cting Pinmicc Direcror Accounting1lanaeer 

Citv of Ladtrup 

39Uucne CenTer Dri e 

Iathrop C11 9i330 

Re eA reement for Placemcnt Agent Sa viccs Relinancing Citc olIatl rop 

Certificitcs of Participation Serirs 2000 A Water Syslcm Improvement Project 

De r 15 lames 

I am plcase 

tu submit this Agreement Ginploy ing V JIacll Co Public Pinance to pru 

ide Placement aecnt seroices to the Cit of Lathrop Cit m 6e perlormed in coiyunc 

tion ith thc proposcdrfinancin uf lhe Cit s Certificates uCPxrticip tion Series OOU 1 

aterSst m mpro emci t Prqject 3000 COP s As Ylacement Apcnt welilf assist 

ita Citi in pluciug n loan ith atnaucial institutiun toiv ina ce th OUO COP as Ilirthcr 

Icrib d in ihi grceinei t 

V JFneIL Cu Public Pinancc spcciali 

in reiinaneingtix zempt bon issues idi 

tax empt bankqu iliYicd loans Since 199 ce hace suecesstiillc retin nced thirty ur 

34 boi7d issues lbr Cnlifornia local governmcut agencies totaling uvcr 30NI ithtis 

cxem it hank qualilicd loans Approsimatcly 90 ra of this corl was uccomplish d ilh 

Chicl Adamsof lones Hall providiug boud counsel services ho as youlnoa has served 

for many ycnrs as the Ci Ly s bond counsel 

BACRGROUND 

Tlic Cih in 1ati 2000 issued itsSIUjO00 000 COP s to rclinancc its 1U93 CnP s 

lV utrrti stem Improce nent Pr jecU in tlie inountof 34QODU and to pru iIc 

SU00 000 ot nc money to timd u ortion oi Ihe South Cnunp Surfuce Vmer Su l Pro 

ject Ihe ODUCOP s can no bc relinanced on am dateuith no prena innt premiwn 11 

ter pru ilin a0 di criTton noticr tnhuil lholrs 17iraiu cinndm OiOCIPcur 

inlere st rrr esru riniont oIlhm c noir hvrel u 3U a nru7or 

ielarcliun iit riere cl rulea iom 3 o 0 uv tiie 31 Q00 1oxt undri ODU 

COP rleht 

rhi provi led tLe Cit lth u nm rupo til ti om 13VV aConip sti liunl to reii 

nance its 3000 COP s usi g a tas etrm tItinl ytialitied luan in conjuuction nth the cf 

forts of bond counsel and City staff 

3235 Ave ida La Ciroa Suite 100 Carlsb d CA 92009 

IeL 760 943 2442 r 760 942 3096 

ATTACHPJIENT 

197

VIs Cari lamcs 

Marcl 37 2012 

Ye 

fhe Cit Co uicil is schedulcd oni 13 to upprove a tirm Commitment Lctterfrom the 

Banlc as weil as retinancing doeuments provided by Chick Aclams of Jones lall and related 

documents to funnally approve the proposed rellnancing and lock in the cery subsl nlial 

estimated refinai cing savings as further described in on separate proposal Ictter dated 

327 12 

It is estimated that thc refinancine ill close on or about426 12 and thc1rustee on the 

2000 COP s Union Bank Corporatc Trust will payofCthc 2000 COP s o or about54112 

The Cit ill realire debt service savings beginning on54Ltl at will contiuue through 

maturity on 6i129 

i should heete that Ilcrre been tivorkin rirtiu7llv full tirne on Ihis nropos ed reriimuinQ 

since lcue Ucigber2011 und thal mosrorhe lremerri c eit servires Icrtec iri disAree 

ineiilme ulrecic heei pruriclecl 1Vlost piulessionals in our indusvy orl on aco tineen 

basiswhere they are not compens for ser icesrei dered unless a proposedfin cino 

successfully closes So it is standard practice th it a great deal of time and cffort is ex 

pendecl priw o a financing being completed The dieuts like this urrnngcmenL as the 

be tefit in not having to pay for work if not successfully completed 

William J1avell President of W J Fa ell o Public Fuannce ti ill he directly respon 

sible forpro idi g and overseeing placemem agent ser ices Co the Cin Our placement 

agent ser ices aredi ided into hvuEhases PhaseIvotild inelude financiuc planning re 

iea of nancing anal sdc elopnient of a financing plan and attendance at meetings 

confcruuce calla xnJ rourk scssions us rcquired Phu c I oulcl imul c fun ishins luco 

me tzrent scrriccs la be peribrmed in coqiunetion itli thesu ucturing of the pro osed re 

fnancing ofthe 2000 CUI s to achir 

tfm Cit s go Is nd lo maximizr debt srr ice and 

nnual bond adminisiralion su ings 

We agree to provide ttie Ibllo ring placement agenl services in com ection vill thepl aiuied 

refinancing of thc 2000 COP s 

I YLACEMI NT AGEPT SERVIC 

PHASC I 

In Phase l e ould pro idc the fullowing placemenl agcnt services 

I Identily and cll to staffs attcntion the estiinaied s2cings that can be acliiccrd 

in retin incing the 2000 COY s using a tax exempt htuil qualified reiinancing loanfi om a 

financial iustitution 71iis noti ication prucess began in early October 301 I 

198

Ms Cari James 

March 27 2012 

b 

2 Prcpare preliminary refinancing analysis of the 2000 COP s based on estimated tax e 

empt bank qualilied loan ratcs and arrange a initial mccting witl City staff and bond 

counsel to review tlie proposedrefii ai cing opportunit liis meeting occurred at City IIall 

on I1I1 

3 Compilc an estimate of the preliminarv costs of issuance to complete the proposcd refi 

nancing 

4 Confer with City staff bond counsel and other iuterested partics and members of the 

financing tcam to assist in the formulation of a coordii ated financin plan Ue will analyze 

and provide advice regardin the finailcial feasibility of the proposeiirefii ancing afier hav 

ing revie ved all preliminun infonnation In ormation to be revicwcd wuuld include but 

nut be liniiied tu preliminary refinancing culculations 2000 COY official statement City 

auditcd fnancial statemcuts currcnt operating ai d capital bud et other City outstanding 

debt along w ithemails and phone conversations with Ciiy staff and bond counsel 

5 Revie 

with bond counsel provisions in other City water depL debt such ns tl e 2010 

Statc Izevolving Loan SIZI from the CA llept of Yublic Ilalth CDP11 and thc City s 

003 Nater 1Zeveil ie Bonds that couldii pact the refivancing of the 2000 COP s Insure 

Iliat arefii eincing of the 2000 COP sti ould retaiu their Senior position relati 

to other 

water departmentdbt as this Factor was esscntial in securiug finaf leudcr credit approval 

fi om ou prospectivc lendcr 13VVA Compass Bank 

6 Confirm witti bond counsc that a refinai cing oftte 2000 COP s would retain theircir 

reut Senior positia taldng into account thc 2003 Vater Rcvenue Bonds inancino docu 

ments 

7 Assist staff and bond counsel in obtaining approval from State of CA CllY1I that 

Hould permit arefi ancing of ihe 2000 COP s to rcmain Sci ior vs ile 010 SRF loan fi om 

CDPI I to Cund water qualit impro ements in the City Monitor status uf CT PH approval 

roc ss with City staff from mid November 011 thruJmuary 2 2012 

8 Worl closely wi4i City staff bond counscl and the 2000 COP Trustee in the develop 

ment oFa fnancing sehedule to complete the reCinancing in a timcly manner and distrihute 

to financing team Revise and update as necessary going lorward 

9 Obtai indications of interestfi om prospective ta ezcmpt landers rcearding th ir inter 

esC in providing a tax exempt lon lore inance the 2000 COY s Yrovide prospective enders 

copies of City auditedIin ncials for the last three yev s and a curreut operating and ca ital 

budget Provide prospective lende s with regional econontic data lo ssist them witl de 

termining ifthey would bc interested in providinglmding Follo v up with pros ective 

lei drs and update staff ii wriling on ender Ceedbadre ardi ig theirii terest or Iacl 

thereof in providing fwiding to refinance the 2000 COP s 

199

Ms Cari Jamcs 

March 27 2012 

Pg l 

10nange coiilerence calls with prospective lenders and City staif in order to obt in pre 

liminary credit approval with the goal of oUtaining firm refinancing quote Follow up with 

prospcctivc lcndcrs to dctcimii 

if pny intcrest in providino fundi g for thc refina cing of 

Cl e 2000 COP s oncc the had reviewed City financial information 

11 Work with prospective reYinancing lendex RWA Compass Bank and Ciry staff to 

obtain final lender credit approval Lpon fina lender credit approval confimitl at pro 

posed refinancing rate is competitive and represents cunent market conditions Educate 

prospective cndcrrc arding the nced to be able tolold roposed refivancin rate firm thru 

City Coimcil approval ni d clo5ing to eliminate rising interest iate risl to the City 

L Obtainfrom prospccticc rcllnancing Icndcr BVVA Compass dralt Cummitmcnt 

Lcttcr Rcvic nd pro idr eommcnts on thc llralt and Fi al CommitmcntIcttcr from the 

Bink to insure that terms and cunditions maximize debt enice savings and arc acceptable 

to thc ityConlcr vith City stalfund bond cowisel on provisions in thcCnmmitment Le 

ter us necess ry 

13 Pre are updated refina cin calculatioils based on firm refinancing rate pro ided by 

tlie Banl per thcir Commi nent Letter and a llcbt Scrvice Keseive Fund DSRP equal to 

approx onc year ofmximum um ual debt service us requested by City stafl 

14 Calcul te the estimated annua bond adtninish atiou and annttal disscminationacnt 

saviues based oi inputfi om Ciry staff as a ax exempt loan dues not require the abo e an 

nut l administration costs 

15 Prepare a list ofYinancing leam participinTS ad distribute updatc as neccssary 

16 Work closely with the prospective lender BVVCompass to provide structural rec 

omm ndalions as they relate tothe technical features oftl c financing inc uding but not 

limited to priucipt l amount neede W refinance th 3000 COY s maturity sehCdules secu 

rity for the bonds nct revenue debt serviceco eroge sizing of the debt service reser z 

fimd DSR1 prepayment features and to do all necess ry to insure thut City goals and ob 

jectives are fully accoi plished on the refinanoing of the 2000 COP s 

17 nsur Ihat thc rclinancing is structurcd so dlat iY full complies mith llic CDPH ap 

provtil let er dated125 

wherein the Stat approvcd allowing a refinancing of thc 2000 

COP s to rcmain Scnior to thcir 20 0 SRF loan Work with bond counsel and City staff in 

the sizii g and fundin of the llSKE so all is in contplittnce withtl c CDPHaro al letter 

as notcd abc e so as to avoid tl c necd for obtaining a sccond CDPH approval 

1 S Pruvide consultation and ad ice upon request by City staff bond cuunsel Trustee and 

oher members oCthe finat 

cing tcam 200

Is Cari James 

March 27 2012 

Pg i 

19 Aorl ith staff in scheduling the proposed ret7nancii g or approval by tl e Cit Cuun 

cil Kecie ai d comment ou all Yintuuing ilocuments procided by bond cuunsel in prepara 

tiontr Cih Council ap rmal 

0 Prcpurc a drult stu f rcport sl li r Cit stuCl tofa ili nte their oii in hrin 

thc pru 

c1 reFlnancin hetore the iqCouncilti rin iro al 

21 Obtain Crom 2000 COP Trustcc currcnl fund baltmccs on the Z000CPs and vfficial 

debt servicz payment schedule to insure accurne of refinancin calculation and the xp oi f 

amount of the 000 COP s Also confirm the procedcrc and timing Tor liquidatiou oT ihe 

DSRI on the 3000 COP s as these funds will hacc to be brouglit into thc refivancing e 

cra to bc establishcd prior to closing Verif ith Trustec hoc flie DSRP iy being in 

ested current ent7 ings ai d time rcquired tu liquidate DSKF cwi entliurted itli 

LII 

23 Attend City Cuuncil meetiu whzn tht refinancing uf the 000 COP s com s beturc 

thcm liu prov il 

PIASi 11 

Phasc lI scn ices uuld conuncncc upon action of tlie Cit CoimciL approin thr proposed 

rctii ancin and firm Cummiumnt Lcttcr frotn dc Bant 

1ork ith 3000 COP 7 rustec nd Liond coun cl to instn c the tintcl cndinL ol a condi 

tiaial nuticc ofpr pa mcnt inmiediately afler Cit Cou uil nppro al ut the reiintiucing 

documents to be in the 30 day nutice of prepaymentlhis lils to occur beCure tlic 3000 

1rustee can pa ofi the 000 COI s eti ould cxpect to cluse the retinuncing approxi 

matel one ceel befi ro rhe specificd prep ymcnt date ii the CnnditiunalVotice of Pre 

pai mc t 

Prcpeire tii al relinancing calculntions and all cumputations based on the ippro ed refi 

nlncin rate in compliance ith mll applicablc federa and state regulmions for insertiun in 

the linal rctinancing documents insure ihat Gnai refinancing nos reflect statt and bnncl 

counsel input on thcsi ingvd funding of thc DSRI 

3 Finalize 2he estimated costs ofisuance to complete the relinancino 

4 Re ic and cornment on final dr tts of all relinaneing ai d efosin docunt nts 

Coordinare eYiurtS uf tinancini team mber to insure closine as planned 

6 AV orl ith Veritic tionAent in the timeh proeluc ion uf u druft and final 

crificatiun IZepor that cill cunfirm theot Fimuunt of the 2000 COP s nd the tinal 

rel7nanci gsings uchicved with ihcrclli ancine A copy of tha Verihcation Report vill 

be pro ird the Ciq ad other mcmbers of the inancing tcam a fe dn before clusim 

201

Ms Cri Jamcs 

nRarch 37 2073 

Pa e 6 

7 Participate on conference calls concerning lhe refinancing whcn deemed necessary Bc 

available for consuhation and ad ice until such Cime as tl e refinaucing eloses and Utereaf 

tcr upoi rcquest Respond in a timely manner to City staff and bond counsel phone calls 

andcmails regarding the proposed refii aricing 

II YLACEIVLENT AGENTFE 

1 For placement agent seivices to be rende red in this Agreement the City agrecs to pay a 

fat fec of S65 000 tliat vill be peid at closin from the cosis of issuance by the 3000 COY 

frust e Pa ment of this placement agent fee b the City is contin ent upon tlle succassful 

closiu uf the proposed refinancing of the 000 COP s 

11LIaPG SI 

l City agrees to reimburse Placement Agcut for all out of pocl et expenses including but 

not limited to postage supplies hotocopies and thc like incun ecl by the Placement Agent 

in the performance ofdu ies and obligations pursuai t to this Agrce lent Expenscs to be 

billed at cost and will not exceedI000 including air Tracel overnight lodgii 

car rental 

meals and related tra el expenses 

appreciate tlie opportunity to serve the City as described herei and look forward Io the 

successfulcoi letion of the refinancing ofthe 2000 COP s 

If this arrangement is satiiCactory lo you plcase execute and return W us one uopy oftl is 

Agreement 

Sinccrely 

1I FAiILL CO 

Pt blic 

Wi1L aell 

President 

innnc 

ACKnOWLGUGGD AVll ACCI NTGD 3Y 

CI7 1 OF LATEiROP CA 

Sieued 

Title 

llate 

202

AGREEMENT 

BETWEEN THE CITY OF LATHROP AND JONES HALL 

A PROFESSIONAL LAW CORPORATION FOR BOND 

COUNSEL SERVICES IN CONNECTION WITH 

REFUNDING OF 2000 CERTIFICATES OF 

PARTICIPATION RELATING TO THE WATER SYSTEM 

This AGREEMENT this AgreemenY is entered into as of this 2nd day of April 

2012 between the CITY OF LATHROP a municipal corporation organized and existing 

under the laws of the State of California the City and JONES HALL A PROFESSIONAL 

LAW CORPORATION San Francisco California Attorneys 

BACKGROUND 

1 The City wishes to refinance outstanding debt of the City consisting of 

Installment Purchase Certificates of Participation 2000 Series A issued in the aggregate 

principal amount of8105 000 the 2000 Certificates in connection with the water 

treatment and supply system the Water System and in order to provide funds for 

such purposes the City wishes enter into a loan agreement with Compass Bank the 

Bank 

2 In connection with such proceedings the City requires the advice and 

assistance of nationally recognized bond counsel to provide necessary legal services 

and Attorneys are competent to provide such legal services and have previously 

represented the City in that capacity 

In 

AGREEMENT 

consideration of the mutual covenants hereinafter contained and for other 

good and valuable consideration the City and Attorneys hereby agree as follows 

1 Identification of Client Attorneys shall represent the City in connection with 

the proceedings for the refinancing of the 2000 Certificates and the borrowing of funds 

the Loan from the Bank Attorneys shall not represent and shall owe no duties to 

any other party than the City including but not limited to the Bank the placement agent 

and the escrow agent for the refunding 

2 Duties of Attorneys Attorneys shall perform all of the following services as 

are necessary for the successful completion of the Loan to refinance the 2000 

Certificates 

Consultation and cooperation with the City staff and employees and 

assisting in the formulation of a coordinated financing 

Preparation of all legal proceedings for the authorization of the Loan and 

the execution and delivery of the related loan documentation and 

documentation relating to the refinancing of the 2000 Certificates 

including preparation of a Trust Agreement Installment Sale Agreement 

ATTACHMENT 

203

preparation of all resolutions of the City Council approving said 

documents preparation of all documents required for the closing of the 

financing and supervising such issuance preparation of all other 

proceedings incidental or in connection with the making of the Loan and 

the refinancing of the 2000 Certificates 

Upon completion of proceedings to the satisfaction of Attorneys 

providing a legal opinion to the City and the Bank which approves in all 

regards the legality of all proceedings for the authorization of the Loan 

and related agreements which opinion will further state that the interest 

on the Loan is exempt from federal and state personal income taxation 

subject to certain necessary qualifications under federal tax law which 

opinion will inure to the benefit of the Bank 

Attending all meetings as requested by City staff 

Such other and further services as are normally performed by bond 

counsel in connection with similar tax exempt financings including but 

not limited to answering any and all questions concerning the financing 

and the financing documents at any time following the closing of the 

Loan 

3 Compensation For the legal services of Attorneys listed in Section 2 the 

City will pay Attorneys a flat fee of 35 000 In addition the City shall reimburse 

Attorneys for all out of pocket costs and expenses incurred by Attorneys in connection 

with their services hereunder for messenger and delivery services photocopying legal 

publication travel and the cost of preparing transcripts of the proceedings for closing 

purposes 

Payment of said fees and expenses is entirely contingent upon the successful 

closing of the Loan by the City and shall be paid from the proceeds of the Loan If the 

Loan is not closed by the City for any reason Attorneys are not entitled to compensation 

whatsoever from the City for their services under this Agreement 

4 Responsibilities of the City The City shall cooperate with Attorneys and 

shall furnish Attorneys with certified copies of all proceedings taken by the City or other 

deemed necessary by Attorneys to render an opinion upon the validity of such 

proceedings All costs and expenses incurred incidental to the actual execution and 

delivery of the loan agreement all printing costs and publication costs costs of other 

attorneys and professionals and any other expenses incurred in connection with the 

Loan shall be paid from the Loan proceeds 

5 Independent Contractor Attorneys will act as an independent contractor in 

performing the services required under this Agreement and under no circumstances will 

Attorneys be considered an agent partner or empioyee of the City 

6 Liability Insurance Attorneys shall maintain at their own expense at all 

times during the term of this Agreement policies of insurance acceptable to the City 

covering its workers compensation injuries public iability and professional liability 

2 

204

7 Termination of Agreement This Agreement may be terminated by the City 

at any time by giving written notice to Attorneys wiih or without cause In the event of 

termination all finished and unfinished documents exhibits project data reports and 

evidence shall at the option of City become its property and shall be delivered to it by 

Attorneys 

IN WITNESS WHEREOF the City and Attorneys have executed this Agreement 

as of the date first above written 


By 

Finance Director 

JONES HALL A PROFESSIONAL LAW 

CORPORATION 

By 

Vice President 

3 

205

206

ITEM 52 



ITEM 


CAPITAL IMPROVEMENT PROJECT LIST FOR FISCAL 

YEARS 2012 13 THROUGH 2O16 17 

REVIEW CAPITAL IMPROVEMENT PROJECT LIST 

FOR FY 2012 13 THROUGH FY 2016 17 

SUMMARY 

The City s Capital Improvement Program CIP is a comprehensive5year program 

of capital improvements needed within the City The CIP requires an annual review 

of recommended projects for funding in the upcoming fiscal year This report is an 

overview of the program for City Council s consideration 

Staff requests input from City Council on the projects proposed in the CIP report for 

priority funding options and input on projects that may not be listed in the current 

budget The results of this discussion will be used to finalize the CIP report for the 

FY 2012 13 Budget 

BACKGROUND 

This Preliminary5year CIP report was developed to provide the City Council with a 

list of potential capital projects and special studies with the intent of determining 

financial feasibility Capital Improvement Projects are projects with major physica 

improvements within the City and or expenditures that involve significant resources 

outside of the City s operating budget CIP projects tend to be special one time 

projects designed to address or study a significant community need or problem 

however exclude such things as ongoing maintenance projects replacement of 

equipment and operating programs 

The City on an annual basis updates the Capital Improvement Program CIP for 

capital projects in the next fiscal year A total of forty three 43 improvement 

projects are listed as included in this year s list 

The list of projects includes 

Eight 8 General Government and Public Safety projects 

Five 5 Parks and Recreation Improvement projects 

Sixteen 16 Street Improvement projects 

Six 6 Water Improvement projects 

Two 2 Drainage Improvement projects and 

Six 6 Wastewater Improvement projects 

Although only fiscal year 2012 13 will be funded the CIP is a5year programming 

document The report is an overview of the program for City Council s 

consideration The City Council s input will be used to finalize the list of projects for 

adoption as part of the FY 2012 13 Budget 

207


APRIL 2 2012 

CIP LIST FOR 2012 13 THROUGH 2O16 17 

The objectives of a5year CIP are to 

Assist Staff in projecting future personnel and equipment needs 

Reflect newly adopted funding levels and project timelines 

Align the CIP projects with the City s goals and operating budget 

Improve planning and coordination of projects that require significant funding 

commitments 

Accommodate the City s current and future infrastructure needs 

Receive feedback from City Council for proposed projects more specifically 

1 GG 13 03 Public Works Design and Construction Standards Update 

2 PS 24 02 Lathrop Road Widening and Rehab 

3 PS 11 01 City Wide Road Maintenance and Repair Program 

4 PS 12 05 Mossdale Arterial and Collector Slurry Seal 

5 PW 13 04 Booster Pump Station Upgrades 

6 WW 13 02 East Side Wastewater Collection System 

Staff is reviewing the5year CIP program with the City Council to seek input on the 

list of capital projects Staff is interested in whether the City Council concurs with 

the projects and their funding 

The following five CIP projects as listed above warrant additional discussion and 

explanation 

1 GG 13 03 Public Works Design and Construction Standards Update 

This project will perform a comprehensive update of the City s Design 

and Construction Standards and Details The Public Works Design and 

Construction Standards and Details were last updated in 2007 They 

are now out of date due to various changes in technology and 

regulations The Standards need to be updated to remain current with 

health safety and building codes and standards 

This project would be funded in FY 2012 13 using2500 of Gas Tax 

Funds2500 of Water funds5000 of Sewer Funds and5000 of 

WW Recycling Plant1 MBR funds 

2 PS 02 24 Lathrop Road Widening and Rehab 

In FY 2001 02 this project was created to complete the widening and 

rehabilitation of Lathrop Road from Interstate 5 to 5 Street Woodfield 

Drive This project consists of acquiring all necessary right of way 

reconstruction of existing pavement section installation of a signal at 

Lathrop Road and Cambridge and widening of Lathrop Road to four 

4 lanes with concrete curb and gutter from I5 to the easterly City 

Limits Right of way acquisition and road widening is estimated to 

208


APRIL 2 2012 


occur primarily on the north side with a drive separated by a 

landscaped divider to be created on the south side for residences that 

front Lathrop Road 

This project would carry forward1557 658 and would be funded in 

FY 2012 13 using 199 964 of Regional Transportation Fee funds and 

601 342 of Gas Tax funds for engineering and construction 

3 PS 11 01 City Wide Road Maintenance and Repair Program 

The City Wide Road Maintenance and Repair Program was created in 

2010 This project includes maintaining deteriorated pavement and 

striping that present public safety issues throughout residential and 

industrial areas in the City Locations are prioritized based upon 

condition of existing pavement striping as related to public safety and 

proximity to high pedestrian facilitiesie schools 

This project wouid be funded in FY 2012 13 using 000 400 of 

Transportation Development Act TDA funds 

4 PS 12 05 Mossdale Arterial and Collector Slurry Seal 

This project is proposed to slurry seal three major arterials parkways 

located in the Mossdale CFD area The annual street repair program 

including the slurry seal program and pavement rehabilitation program 

are based upon recommendations of the Pavement Management 

Program The Pavement Management Program recommends streets 

for slurry seal base repair and pavement rehabilitation Timely 

pavement repair will extend the useful life of the road pavement and 

help prevent severe deterioration and increase maintenance costs over 

the life of the roadways 

This project would be funded in FY 2012 13 using 90 000 of Mossdale 

CFD roadway maintenance funds 

5 PW 04 13 Booster Pump Station Upgrades 

This project is needed to relocate existing chemical systems used for 

disinfection at BPS 3 and BPS 4 to prevent damage to electrical and 

SCADA equipment due to the potentially corrosive gases emitted from 

the chemicals This project also includes a new altitude control valve 

at BPS 1 to automate control of the water level in the storage tank 

This project would be funded in FY 2012 13 using 20 000 of Water 

Capital Replacement funds 

209


APRIL 2 2012 


6 WW 13 02 East Side Wastewater Collection System 

This project includes the assessment rehabilitation and eventual 

relocation of approximately3628 lineal feet of existing sewer pipelines 

located along the rear lot lines of residential neighborhoods in East 

Lathrop to within the public right of way Phase I will consist of video 

inspection to assess the condition of the pipelines and rehabilitation 

using liquid epoxy liner injection 

Phase 1 of this project would be funded in FY 2012 13using 25 000 of 

Sewer Capital Replacement funds 


priority as well as proposed funding options Staff also seeks Council s input on 

projects that may not be listed in the current budget The results of this discussion 

will be used to finalize the CIP report for the FY 2012 13 Budget 



priority funding options and input on projects that may not be listed in the current 

budget The results of this discussion will be used to finalize the CIP report for the 

FY 2012 13 Budget 

ATTACHMENTS 

A Capital Improvement Program Fiscal Year 2012 13 thru 2016 17 

210


APRIL 2 2012 


APPROVALS 

St flP en J Salvatore 



Date 

3 L bz 

Cari Ja 

Date 

3 2 

Acting Direct of Finance 3L z 



Date 

Car eat n Dat 

City Mana r 211

Capital Improvement Program 

Fiscal Vear 2012 13 through 2016 17 

New funding 

Prior CUrrent CarryFOrward Request Planned Planned Planned Flanned TotalProject 

Project Description Year Actuals iY 12 13 FV 12 13 FY 2013 14 FV 2014 15 FY 2015 16 FY 2036 17 Needs 

General Government and Public Safet 

GG 04 01 East Lathrop Communtiy Complex Phase 1 Master Plan 4U 999 3681 084 S 6000 

083 

109 

GGOS 

AnimalShelter S 5055 000 5055 000 

GG 10 17 Retaining wall antl Lantlscaping 

at Towne Cen re Dr Village Ave Tract 3410 000 300 

5 30Q000 

GG 11 09 Financial Management System 305 000 000 180 

000 485 

GG 12 10 Land Acquisition Por City General Govemment Facilities 400 000 400 000 

GG 12 ll Sales Tax Enhancement 33 500 500 171 

205 000 

GG 12 14 4lternative Power for City Infrastructure 25 000 000 2500 245 000 

GG 13 03 Public Works Design and Construction Standards Update S 15 000 15 000 

GeneralGOVernmentandPUblicSafety5ubtotal S 499 461 4882 584 195 000 000 2500 11 055 000 79 094 083 

Parks Recreation Im rovements 

PK03 

CommunityCenterExpansion 162 522 351 368 000 105 3648 075 4643 568 

PK09 OS lathrop5kateParklmprovements 19 964 12 541 15 000 47 505 

PK 10 06 Central Convol Irrigation Sys Expansion Upgrades 31 500 40 000 21 100 18 900 111 500 

PK 12d2 Cricket Pitch Construction 1450 20 550 ZZ 000 

PK 12 13 Mossdale Linear Park Cons ruction for 7ract 3073 and 

Tract3438 

ri0 000 5 ZI0 000 

Parks 

RecreationSUbrotah 575 076 S 611 442 000 120 40 000 21 100 18 900 3648 075 5034 593 

Sreet Im 

rovements 

P597 02 LathropROadWesterlyGradeSeparation 400 136 000 3032 

000 10 855 4559 000 136 1846 

PS@ 04 EastLathropPedestrianBikeway 2365 64 217 66 582 

P502 24 Lathrop Road Widening 

Rehab 34 912 622 1757 601 342 876 2393 

P506 

LouiseAvenueandb5lmprovements S 010 1852 187 125 

25 200 000 27 ll7 197 

P506 16 Lathrop Road andIS lmprovements 975 143 

37 695 D2 37 839 247 

PS 09 04 River Islands Parkway Bradshaw Crossing Bridge 953 660 2546 340 3500 000 

P509 OS Traffic Calming 

Measures 35 446 5243 40 689 

P510 26 Lathrop Road IS lnterim Improvements 118 400 538 1366 

1484 938 

PS 11 01 Ciry wide Road Maintenance Repair Program 345 691 459 1474 400 000 400 000 000 400 000 400 400 000 4165 804 

P5 11 02 Louise Ave IS lnterim lmprovements 1ll 700 120 1761 

1578 820 

P511 10 RothROad ISlnrerchangelmprovements 13 851 229 S 2500 000 2516 080 

PS 11 GVP TOwne Cenve Drive Intersection Improvemen s 747 338 136 Sfi3 475 610 

PS 12 06 Manthey Road Bridge 

PS 12 OS Mossdale Arterial and Collecmr Slurry eal 

Rehabiliiation 000 280 

000 150 

000 550 

000 980 

Pavement 

RepairProgram 57 481 32 519 90 000 000 180 

PS 12 06 iry of Lathrop Bridge 

Maintenance and DeckTreatment 000 200 200 000 000 400 

PS 12 09 Sidewalk Repair Program 56 355 222 11 700 90 277 

Street5ub otal 383 4816 12 606 559 042 103 750 000 000 11 455 509 000 272 65 795 256 035 102 

212

Capital Improvement Program 

Fistal Vear 2012 13 through 2016 ll 

Prqect Description 

New Funding 

Prior CUrrent CarryFOrward Request Planned Planned 7lannetl Planned TotalProject 

Vear Ac uals FV 12 13 FY 13 12 FV 2013 14 FV 2014 15 FY 2015 16 fY 2016 17 Needs 

Waterlm rovements 

PWOS 07 WaterSupplyWellsArsenicReduction 170 11 505 071 265 S 5 13 77Q241 

PW OS 09 Well 21 Post Construction 119 828 666 1731 575 446 

069 Z298 

PW10 

WaterMasterPlanUpdate 150 000 000 150 

PW11 

0SSCADARadioAn 

ennaTOwer 

EquipmenlRelocation 131 153 12 847 144 000 

PW 12 OB Citywide WaterSystem Repairs 1440 98 560 10 000 30 000 10 000 10 000 10 000 15Q 00 

PW 13 04 Booster Pump Station Upgrades 20 000 20 000 

WaterSUbtotal 591 11 757 4258 144 575 476 10 000 10 000 10 000 10 000 330 16 532 

Draina e Im rovements 

SD08 07 Shilling5tormWaterPumpS ation ForreMain 000 282 

000 1350 1632 000 

SD 12 02 City Storm Drain Impmvements 63 000 63 000 

Drainage5ubrotal 345 000 1350 000 1695 000 

Wastewaterlm rovements 

WW04 

12MCKinleyCorridor5anitary5ewer 065 1483 411 444 

1927 476 

WW lOdS WRP 1 MBR Expansion Improvements 57 378 5 ll 622 000 250 500 000 2750 000 3575 000 

WW11 

06CrossroadsWastewaterTreatmentPlantlmprovements 60 016 S 504 176 5900 000 6464 192 

WW 72 03 Yosemite Bypass and SSFM Break NOV ftesponse 421 111 482 944 

1055 903 

WW12 

07SewerPlantUpgradesandMaintenanre 60 000 60 000 120 000 

WW13 

02EastSideWastewaterColleciion5ystem 25 000 40 000 235 000 1200 000 000 1500 

Wastewater5ubtotal 880 1711 190691 000 335 6440 000 2985 000 1200 000 571 14 642 

Grand Total IP 19 322 429 420 24 674 637 229 5 9740 000 5 14 471 100 900 537 5 83 058 347 813 033 159 

Re ulato Cam liance Pro rams 

PW 10 09 Urban WaterMasterPlan Update 11 696 94 553 44 247 463 48 789 85 447 53 799 38q994 

SD 11 07 Storm Water Management 

WW 11 08 Sewer System Management 

Plan 21 060 21 060 21 060 21 060 21 060 05 300 

Plan 56 666 56 666 56 666 56 666 56 666 330 283 

AegulatoryPermittingRequirementsTOtal 11 696 94 553 5 973 122 189 124 515 126 163 173 131 525 624 773 

213

214


APRIL 2 2012 CITY COUNCIL REGULAR MEETING 

ITEM 53 

ITEM 

COUNCIL REFERRAL REVIEW OF RECREATIONAL 

VEHICLE AND BOAT PARKING REGULATIONS 


Consider Whether to Provide Staff Direction to Draft 

an Ordinance Modifying Existing Regulations 

RegardingOff street Parking of Recreational 

Vehicles 

SUMMARY 

At the November 7 2011 Council meeting Council requested that staff provide 

draft ordinance regulations for the parking of smaller recreation boats in the front 

yard set back of private residential properties 

BACKGROUND 

During the August1 meeting several residents who stated they were Boat 

or RV owners expressed concerns to Council regarding the current City Code 

For residential districts the City Code allows parking of recreational vehicles 

including motor homes camping trailers boat trailers boats pick up campers 

fifth wheel or dune buggies onlv in an enclosed side or rear yard or within a garage 

or carport Parking of recreation vehicles is not allowed in front yards 

During the September 12 Council meeting Council requested that staff research 

the possibility of parking smaller Recreation and Utility Vehicles in the front yard 

set back of private residential properties with the consideration of site related 

safety issues 

DISCUSSION 

The City Council at the November 7 Council meeting directed staff to furnish draft 

ordinance regulations to reconsider the issue of parking only smaller recreational 

boats in the front yards of residential properties Council expressed safety concerns 

related to site issues and intrusive conditions related to the parking of larger 

recreational vehicles 

Staff has researched the parking of smaller recreation boats and herein summarizes 

possible revised ordinance regulations to the front yard set back in order to allow 

the parking of smaller recreation boats in the front yard set back 

POSSIBLE REVISED ORDINANCE LANGUAGE 

Provide an Exception and Conditions to 17 76 020 B 1 which currently in part 

prohibits parking of recreational vehicles in front yard set backs 

A revised ordinance would provide the following Exception Recreational boats that 

meet all of the following conditions shall be allowed to park in the open front yard 

set back of any residential district not subject to a previous Urban Design Concept 

215



Review Of Recreational Vehicle And Boat Parking Regulations 

Only residential lots without existing side or rear yard access will be eligible to meet 

the following conditions 

a Any lawful property owner or tenant who requests to park a boat in 

the front yard set back shall first fill out an application and submit a 

site plan for review and approval Prior to the parking of said vehicle 

all related fees conditions and approvals shall be met and inspected 

b One 1 operable and current DMV registered recreational boat 

belonging to the lawful resident tenant residing in the dwelling unit 

may be parked in no more than one 1 designated parking space 

created in the front yard set back 

c Recreational boats parked in the front yard set back shall be parked 

on an approved concrete surface that provides a surface under the 

entire boat boat motor and trailer Concrete recreation boat parking 

pads shall be installed perpendicular to the street and sidewalk or 

parallel to an existing driveway to assure that the boat is not parked in 

a sideways manner Boat parking pads shall be placed on either side of 

the front yard set back Where rolled curbs are not accessible it is 

preferable that boat pads be placed adjacent to the driveway apron for 

ingress and egress purposes Boats shall not be placed in the center 

portion of the front yard set back and or directly in front of a dwelling 

unit 

d A recreational boat parked in the front yard set back area shall not 

be of significant size so as to impede the three 3 foot visibility 

regulation for the protection of adjacent neighbors and pedestrians 

while entering or exiting their properties in a motor vehicle or 

accessing a sidewalk A recreational boat parked in the front yard set 

back area shall be parked no closer than three 3 feet to any 

structure 

e No recreational boat shall be parked in the front yard set back in 

such a way that any portion of the boat or its trailer encroaches into 

any pedestrian sidewalk Recreational boats shall be parked with the 

trailer towing tongue in a manner that will allow an emergency 

removal of the boat trailer if necessary Trailers without manufactured 

wheel locking devises shall have approved manufactured wheel stops 

to prevent accidental movement of the trailer 

f Recreational boats parked in the front yard set back shall be covered 

at all times with a tight form fitting cover manufactured for the 

purpose ofcovering boats 216




g Routine maintenance such as oil tire and brake changes of boats 

and their trailers that are allowed by this exception shall be performed 

only by the lawful boat owner or by a person who is licensed by the 

City to perform routine maintenance at the residence of another 

citizen Routine maintenance shall be compteted in a 48hr period No 

Major Repairs shall be performed in the front yard setback 

h These conditions do not constitute a right to violate any of the 

provision of the ordinances of the city Where there is a conflict 

between general requirements and specific requirement the specific 

requirement shall be applicable The addition of a boat pad does not 

give or guarantee the property owner a parking right to that particular 

portion of the street in line with the boat pad 


Staff recommendation is to make no changes to the City ordinance If Council 

chooses to modify the existing ordinance and consider allowing the parking of 

smaller recreational boats Council may wish to consider other encroachments such 

as landscaping and fencing into the front yard set back as well to remain consistent 

with line of site concerns Staff recommends that if Council chooses to modify the 

existing ordinance that Council consider the option of directing staff to prepare an 

ordinance with language adding an Exception to the existing ordinance to allow 

only smaller recreation boats with conditions designed to protect the livability and 

the appearance of the City as well as to provide a measure of safety and health 

protection 

217




FISCAL IMPACT 

Staff time to write this report and to research past actions by Council 

APPROVAL 

Matt Browne 

Chief Building Official 

7I 

Date 

Ylfl 

Glenn Gebhardt 

l7 

Date 

Community Development Dir City Engineer 



1 

Cary 

City M 

32z 

Date 

zi 71I 

K aten ate 

nager 

218

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