Chowchilla City Council
September 27, 2022

AGENDA
City Council / Redevelopment Successor Agency
Meeting
Council Chambers, Chowchilla City Hall
130 S. Second Street, Chowchilla, CA 93610
Tuesday, September 27, 2022
No Closed Session - Open Session: 7:00 p.m.

City Hall is open to the public for business. The City Council Chamber is OPEN to the public for City Council meetings. City Council meetings will also be available to view and participate via Zoom. Please read Page 4 of this agenda packet for Zoom login and participation information.

Agendas for all City Council meetings are posted at least 72 hours prior to the meeting in the kiosk just outside of City Hall, 130 S. Second St., Chowchilla, CA 93610.

Agendas for Special Meetings are posted 24 hours prior to the meeting.

Any writing or documents provided to a majority of the City Council regarding any item on this agenda will be made available for public inspection on the city website at www.CityofChowchilla.org.

The City of Chowchilla complies with the Americans with Disabilities Act (ADA of 1990). The Council Chambers is accessible to the physically disabled. If you need special assistance, please call (559) 665-8615, ext. 102 at least 4 days prior to a regular meeting, 1 day for a special meeting.

CALL TO ORDER/ROLL CALL
Mayor/Chair: John Chavez
Mayor Pro Tem/Vice Chair: Ray Barragan
Council/Board Members: Waseem Ahmed, Diana Palmer, Kelly Smith City staff and contract employees present at the meeting will be reflected in the minutes.

CONSIDERATION OF APPROVAL OF AGENDA
Additions and/or Deletions:

OPEN SESSION – 7:00 PM

PLEDGE OF ALLEGIANCE
INVOCATION: David Salter
CLOSED SESSION REPORT:

PRESENTATIONS/WORKSHOP - Section 1

1.1 Measure T Presentation
City Council Meeting Agenda September 27, 2022

PUBLIC ADDRESS
This time is reserved for members of the audience to address the City Council on items of interest that are not on the agenda and that are within the subject matter jurisdiction of the Council.

It is recommended that speakers limit their comments to no more than 3 minutes each and it is requested that no comments be made during this period on items on the Agenda.

Members of the public who are joining the meeting via Zoom and would like to address the Council on items on the agenda should follow the policy on page 4 of this agenda packet.

The Council is prohibited by law from taking any action on matters discussed that are not on the agenda. No adverse conclusions should be drawn if the Council does not respond to public comment at this time.

COUNCIL AND STAFF VERBAL REPORTS – Section 2

2.1 COUNCIL VERBAL REPORTS
Legislative, Collaborative Agency, Ad Hoc

2.2 STAFF VERBAL REPORTS
CONSENT CALENDAR – Section 3

3.1 Approval of the September 13, 2022 City Council Meeting Minutes (McClendon)

3.2 Consideration and Approval of the August 2022 Financials (Williams)

3.3 Second Reading, with Option to Waive the Second Reading, and Adoption of a City Council Ordinance Approving Development Agreement #22-0009 for the Legacy Ranch Vesting Tentative Subdivision Map (Hamilton)

3.4 Consideration and Adoption of a City Council Resolution Declaring Certain Unused City Property as Surplus and Authorize Staff to Dispose of by Sale at Auction (Rogers) PUBLIC HEARINGS – Section 4
DEFERRED BUSINES – Section 5
NEW BUSINESS – Section 6

6.1 Consideration and Approval of a Redevelopment Successor Agency Resolution Recommending to the Madera County Oversight Board Approval of the Disposition of APN 002-250-053; and, Authorizing the Executive Director to Execute the Same (Hamilton)

6.2 Consideration and Approval of a City Council Resolution Approving the Final Map for Subdivision No. 22-0010, Lone Oak (Hamilton)
City Council Meeting Agenda September 27, 2022

6.3 Consideration and Approval of a City Council Resolution Awarding the Police Department Domestic Water Piping Retrofit Project to Diede Construction, Inc. in the Amount of $510,000.00, Authorizing the City Administrator or Designee to Execute all Related Documents Thereto and Amending the Fiscal Year 2022/23 City Budget (Rogers)

6.4 Verbal Report: Discussion and/or Direction Regarding Forming a Park Fields ad hoc (Pruett)
ANNOUNCEMENTS – Section 7
SEP 30 COMMUNITY SCIENCE WORKSHOP, ED RAY PARK BUILDING, 4-6PM OCT 1 BEAUTIFY CHOWCHILLA, RC WISENER PARK, 9AM - NOON
OCT 11 CITY COUNCIL MEETING, CITY HALL, 7PM

ADJOURNMENT
I, Joann McClendon, CMC, City Clerk, do hereby declare under penalty of perjury that the foregoing agenda was posted at Chowchilla City Hall, 130 S Second Street, Chowchilla, CA and made available for public review on this 22nd day of September, 2022 at or before 5:00pm.

Joann McClendon, CMC, City Clerk
*SPECIAL NOTICE REGARDING PUBLIC PARTICIPATION DUE TO
COVID-19*
Public meetings are still open to the public to attend in-person.

However, if you wish to attend remotely, please read the message below.

Consistent with AB 361 and Government Code section 54953, this meeting will be held remotely. Members of the public may access the meeting using the following information:

Zoom login instructions
Use the following url to start Zoom:
https://us06web.zoom.us/j/87118194509?pwd=ekJpKzF
VWkYweEpiZFFSY1hpVnNXQT09
Passcode: 929 923
---------------------------------------------------------------------------------------------------- To participate by phone, dial: 1-877-853-5247
Webinar ID: 871 1819 4509
Passcode: 929 923
Staff highly recommends that participants log into Zoom 15 minutes before the meeting begins to perform an audio check and to make sure you have optimal internet connection.

Options to participate / view / and listen to the meeting:
• If you wish to speak on an item using the Zoom platform on your computer/laptop or smart phone, please use the “raise hand” icon and you will be unmuted when it is your turn to speak. Please provide your name when unmuted. You will be able to speak to the Council for up to 3 minutes.
• If you are calling in to the meeting only (no camera/video) and you wish to make a comment, press *9 to “raise your hand” and *6 to unmute yourself.

MINUTES
City Council / Redevelopment
Successor Agency Meeting
Council Chambers, Chowchilla City Hall
130 S. Second Street, Chowchilla, CA 93610
Tuesday, September 13, 2022
Closed Session: 6:00 p.m. - Open Session: 7:00 p.m.

CALL TO ORDER/ROLL CALL
Mayor/Chair: John Chavez
Mayor Pro Tem/Vice Chair: Ray Barragan
Council/Board Members: Waseem Ahmed, Diana Palmer (7:10 p.m.), Kelly Smith City staff and contract employees present: City Administrator Rod Pruett, City Attorney Mary Lerner, Police Chief David A. Riviere, Jr., Police Commander Jeff Palmer, Fire Chief Fred Gaumnitz, Public Works Director Jason Rogers, Community & Economic Development Director Mark Hamilton, Finance Director Kerri Williams, Deputy Director of Recreation & Community Engagement Stacy Wisener, IT System Administrator Carlos Berrocal, Deputy City Clerk/Sec II Stacy Weaver

CONSIDERATION OF APPROVAL OF AGENDA
Additions and/or Deletions:

Motion by Council Member Ahmed, Seconded by Council Member Smith to approve the Agenda as amended. Agenda Item No. 1.1 Presentation - Police Officer of the Year Presentation has been moved to the next Council Meeting 09/27/2022. Motion passed by roll call vote with Council Member Diana Palmer absent.

PUBLIC ADDRESS – CLOSED SESSION
No one spoke.

CLOSED SESSION – 6:05 PM

1. PUBLIC EMPLOYEE EMPLOYMENT - Pursuant to Government Code Section 54957 Title: Police Chief

2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS – Pursuant to Government Code Section 54956.8
Property: APN 002-250-053
Agency Negotiator: Rod Pruett, City Administrator/Executive Director Negotiating Parties: Chowchilla Redevelopment Successor Agency, George Tristao & Danny Tristao
Under Negotiation: Price & Terms
OPEN SESSION – 7:09 PM

PLEDGE OF ALLEGIANCE
INVOCATION: Melvin Hurndon
Item 3.1

CLICK HERE

TO RETURN TO

THE AGENDA
City Council Meeting Minutes September 13, 2022
CLOSED SESSION REPORT: Nothing to report at this time; Closed Session will resume after the Announcements.

PRESENTATIONS/WORKSHOP - Section 1

1.1 Police Officer of the Year Presentation by Senator Anna Caballero’s and Assembly Member Bigelow’s Office –

PUBLIC ADDRESS
Speakers regarding City’s parks and youth activities:

Richard James
Sarah Rodriguez
Shealyn Soars
Josh Moore
Patrick Esquivel
Christopher Estrada
Tina Williams
Melvin Herndon provided an update regarding Madera Behavioral Health Task Forces.

COUNCIL AND STAFF VERBAL REPORTS – Section 2

2.1 COUNCIL VERBAL REPORTS
Legislative, Collaborative Agency, Ad Hoc
Council Member Smith attended the League of California Cities (LOCC) Annual Conference in Long Beach last week.

Council Member Palmer provided information on the next Beautify Chowchilla event scheduled for October 1, 2022; attended the League of California Cities (LOCC) Central Division quarterly meeting in Modesto, and Madera County Transportation Commission (MCTC) meeting.

Mayor Pro Tem Barragan attended Fuller School’s “Patriot’s Day” event.

Council Member Ahmed attended the Helping One Women (HOW) Dinner, League of California Cities (LOCC) Central Division quarterly meeting, and the League of California Cities (LOCC) Annual Conference in Long Beach.

Mayor Chavez attended the League of California Cities (LOCC) Annual Conference in Long Beach; the League of California Cities (LOCC) Central Division quarterly meeting; Helping One Women (HOW) Dinner, and Congratulated the Chowchilla Library for their STEM Grant Award.

2.2 STAFF VERBAL REPORTS
City Administrator Rod Pruett attended the League of California Cities (LOCC) Annual Conference in Long Beach; met with staff and NBS regarding the CFD refund and provided an update; meeting with Enterprise to help with vehicle purchases and further information that will be coming soon; updated and provided the status of the Solar Reconciliation Project with PG&E; attended the Caltrans quarterly executive meeting regarding SR233 Roundabout project status update.

City Council Meeting Minutes September 13, 2022
Recreation & Community Outreach Director Wisener provided an update for this season's Chowchilla Youth Softball program. The Halloween event for the City and Movies in the Park is October 28, 2022. The City is partnering with Chowchilla Fairgrounds to do a Trunk or Treat along with the Lioness Lions Club, who will be doing the costume contest, beginning the process of our Christmas Parade and Tree Lighting Ceremony on December 3.

Public Works Director Rogers stated that the Public Works Department submitted a grant application for the Highway Safety Improvement Program (HSIP) for projects identified in the Local Road Safety Plan (LRSP) approved by Council last month. The Humboldt Street project is ongoing. The paving was completed on 3rd Street today, and the 5th Street drainage improvements are expected to be completed by September 25. The project is expected to be completed in five (5) weeks. Attended a meeting with Caltrans and MCTC to discuss the progress on the environmental documents for the SR 99/233 interchange project (Roundabouts). Caltrans stated they are making good progress and anticipate meeting their deadline of late July 2023 for completion. The City is also working with MCTC and Caltrans to develop a grant application for the federal Reconnecting Communities Pilot Grant Program (RCP) and the state's Local Partnership Program (LPP) grant programs and waiting on Caltrans for approval of a support letter to add to the application.

Community & Economic Development Director Hamilton provided updates on ongoing projects in the City and which ones are delayed because of PG&E. Reaching out to PG&E regarding the delay. Attending the Chowchilla Chamber Annual Car Show this weekend and inviting everyone to visit the City's Community & Economic Development Booth.

Finance Director Williams attended the mid-management negotiation meeting, submitted the City's Budget for the GFO Award, and prepared for the upcoming audit.

Fire Chief Gaumnitz provided an update on the Fire Station expansion and attended the 9/11 Ceremony at Fuller School. He thanked local organizations for their participation in the event.

Commander Palmer attended the Fresno/Madera County Chief/Sheriffs Conference last week, thanked Golden Memorial for funding and support for the event. He provided current stats of service calls.

CONSENT CALENDAR – Section 3

3.1 Approval of the August 23, 2022 City Council Meeting Minutes (McClendon)

3.2 Consideration and Approval of the August 2022 Check Register (Williams)

3.3 Consideration and Adoption of a City Council Resolution (75-22) Authorizing Continued Use of Remote Teleconferencing Provisions (AB 361 and Government Code Section 54953) (McClendon)

3.4 Second Reading, with the Option to Waive the Second Reading and Adoption of an Ordinance (511-22) of the City Council of the City of Chowchilla, California, Authorizing the Levy of Special Taxes in a Community Facilities District (Hamilton) -

3.5 Consideration and Adoption of a City Council Resolution (76-22) Authorizing the Purchase of one CATX Van Utilizing the Joint Procurement Process Through the California Association for Transportation (CalACT) and A-Z Bus Sales, Inc.; and Amending the Transit Budget to Reflect Said Purchase (McClendon) City Council Meeting Minutes September 13, 2022
Motion by Council Member Palmer, Seconded by Council Member Ahmed to Approve the Consent Calendar as Presented. Motion passed unanimously by roll call vote.

PUBLIC HEARINGS – Section 4

4.1 Introduction and First Reading with Option to Waive the First Reading of a City Council Ordinance (512-22) Approving Development Agreement #22-0009 for the Legacy Ranch Vesting Tentative Subdivision Map (Hamilton) Mayor Chavez opened the public hearing at 7:53 p.m.

No one Spoke for or against item
Mayor Chavez closed the public hearing at 7:53 p.m.

Motion by Council Member Smith, Seconded by Council Member Palmer to Waive the First Reading of an Ordinance (512-22) of the City Council of the City of the Chowchilla, California, Approving the Development Agreement No. 22-0009 for the Legacy Ranch Vesting Tentative Subdivision Map. Second reading of Ordinance will be scheduled for September 27, 2022. Motion passed unanimously by roll call vote.

4.2 Consideration and Adoption of a City Council Resolution (77-22) Approving Tentative Subdivision Map #22-0006 Along with the Notice of Exemption (Hamilton) Mayor Chavez opened the public hearing at 7:56 p.m.

Kelly Beskin spoke on behalf of Chowchilla Ranch, Inc.

A Letter from Kelly V. Beskin with Stoel Rives, LLP representing Chowchilla Ranch, Inc. dated September 12, 2022 with their concerns over the potential direct and indirect impacts of the Rancho Calera Development on area agricultural operations was read into record.

Mayor Chavez closed the public hearing at 8:02 p.m.

Motion by Council Member Palmer, Seconded by Council Member Smith to Approve Tentative Subdivision Map #22-0006 along with the Notice of Exemption by City Council Resolution No. 77-

22. Motion passed unanimously by roll call vote.

DEFERRED BUSINES – Section 5
NEW BUSINESS – Section 6

6.1 Consideration and Approval of the Cottage Home or Accessory Dwelling Unit Program – Pre-Approved Accessory Dwelling Unit Plans (Hamilton) Jeff Troost Spoke
Motion by Council Member Palmer, Seconded by Council Member Ahmed to Approve the City of Chowchilla Cottage Home or Accessory Dwelling Unit Program. Motion passed unanimously by roll call vote.

City Council Meeting Minutes September 13, 2022

6.2 Consideration and Approval of a City Council Resolution (78-22) Amending the 2022/2023 Salary Scale to Include the Fiscal Manager Classification (McClendon/Pruett)
Motion by Mayor Chavez, Seconded by Council Member Ahmed to Approve City Council Resolution No. 78-22 Amending the 2022/2023 Salary Scale to Include the Fiscal Manager Classification. Motion passed unanimously by roll call vote.

ANNOUNCEMENTS – Section 7
SEP 21 PLANNING COMMISSION MEETING, CITY HALL, 7PM
SEP 27 CITY COUNCIL MEETING, CITY HALL, 7PM

ADJOURNMENT
*Council Member Palmer left at 8:35 p.m. prior to the continuance of Closed Session.

CLOSED SESSION REPORT: Nothing to report.

Mayor Chavez adjourned the September 13, 2022 City Council Meeting at 9:13 p.m.

ATTEST: APPROVED:
_________ _____________________________
Stacy Renee Weaver, MMC, Deputy City Clerk/Sec II Mayor John Chavez

REPORT TO THE CITY COUNCIL
Item 3.2

CLICK HERE

TO RETURN TO

THE AGENDA
Meeting of: September 27, 2022
AGENDA SECTION: Consent
SUBJECT: Consideration of Monthly Financial Statements
PREPARED BY: Kerri Williams, Finance Director
ATTACHMENTS: August 2022 Budget vs Actual and Balance Sheet

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

Approve the August2022 Financial Statements shown in the attachment BACKGROUND:

Staff provides Council with monthly financial information as an ongoing financial status update REASON FOR RECOMMENDATION:

The monthly financial statements consist of a Budget vs Actual and a Balance Sheet for the General Fund.

The Budget vs Actual shows the current Month (Period Activity) and current Year (Fiscal Activity) Revenues and Expenses by Department in summary form compared to the current year Original and Current budgets. The Balance Sheet shows the Assets, Liabilities and Fund Balance at the time the report is generated. This provides an overview of cash, amounts owed to the City, amounts the City owes and the fund balance at a specific point in time.

The financial statements are being presented as an overview of the City’s finances and are not meant to be a comprehensive in-depth review. As a reference to compare to the percent remaining column in the report, the percentage of the year remaining 83.33%.

If the percent remaining column for Revenues is higher than the above-mentioned percentage, that is an unfavorable variance and should be explained if significant. If the percent remaining column for Expenses is lower than the above-mentioned percentage, that is an unfavorable variance and should be explained if significant.

If there are questions regarding the actual amounts or budget vs actual variances, please forward your questions to me in enough time before the meeting for staff to research them

FISCAL IMPACT:

Revenues
General Administration- Property tax and VLF, which are 2 of our biggest revenues, are only received 2 times a year in February and May, we have yet to receive a distribution. We are teetered which means we do not have to worry about delinquencies, because the County pays us and goes after the delinquencies themselves. Sales tax payments run a couple months behind and we have yet to receive July’s payment.

Sales tax is our 2nd largest revenue.

Police Sworn/Net- Budgeted revenue is from school reimbursements for SRO services, SIU from the County and from grants that are billed periodically. We have not billed the schools or the County yet as we usually bill quarterly. Also, it has $323k Transfer-in from Measure N for the RIMS Software and recruitment and retention of employees. Also, the Madnet program is reimbursed through the County and as of right now we do not have any officers in this program.

Fire Services- This revenue is from transfers-in from Measure N and Fire Impact Fees for the fire station expansion project Phase 1 & Phase 2.

Community & Economic Development- This will fluctuate as building permits are pulled. We budgeted for some growth which includes projects like Oleander, Rancho Calera, Montgomery Farms and miscellaneous lots within Greenhills. So far, we have Century Communities building their part of the Montgomery Farms lots. Oleander Terrace has pulled all of their permits, but other projects have not pulled their permits yet. We still have other miscellaneous permits for other items that are happening as well.

There is also $185k of grant revenues that we have not received as of now.

Parks and Recreation- $200k of this is from a grant that we have not spent yet so we have not requested reimbursements. The rest is overhead allocations from the LLMD that happen at the end of the year.

Community Relations- Revenues are from sports program reimbursements, park pavilion rentals and donations.

Expenses
General Services- This is due to the POB Transfer out, and various PO’s that are open for the year.

Police Sworn/Net- Budgeted Expenses are more than usual as of right now due to the allocations of Lump sum PERS, we pay this upfront in July for a discounted rate.

Fire Services- The reason this is below the 83.33% is due to the first payment for the Fire Expansion & Renovation project.

ALTERNATIVES:

Pull the item for further discussion
ACTIONS FOLLOWING APPROVAL:

None
9/21/2022 10:37:34 AM Page 1 of 3
Budget Report
Chowchilla, CA Group Summary
For Fiscal: 2022-2023 Period Ending: 08/31/2022
Fiscal
Activity
Variance
Favorable
(Unfavorable)
Period
Account Typ… Activity
Current
Total Budget
Original
Total Budget
Percent
Remaining
Dept: 1600 - General Administration
Revenue 8,680,958.00 8,680,958.00 2,172.55 2,141.55 -8,678,816.45 99.98% Expense 316,453.00 316,453.00 0.00 0.00 316,453.00 100.00% Dept: 1600 - General Administration Surplus (Deficit): 8,364,505.00 8,364,505.00 2,172.55 2,141.55 -8,362,363.45 99.97% Dept: 1605 - City Council
Expense 74,990.00 74,990.00 1,577.00 4,977.17 70,012.83 93.36% Dept: 1605 - City Council Total: 74,990.00 74,990.00 1,577.00 4,977.17 70,012.83 93.36% Dept: 1610 - City Clerk
Expense 290,284.00 290,284.00 19,339.62 45,705.80 244,578.20 84.25% Dept: 1610 - City Clerk Total: 290,284.00 290,284.00 19,339.62 45,705.80 244,578.20 84.25% Dept: 1615 - City Attorney
Expense 190,000.00 190,000.00 20,270.65 20,270.65 169,729.35 89.33% Dept: 1615 - City Attorney Total: 190,000.00 190,000.00 20,270.65 20,270.65 169,729.35 89.33% Dept: 1705 - General Services
Revenue 0.00 15,834.00 0.00 0.00 -15,834.00 100.00%
Expense 1,580,405.00 1,596,239.00 50,214.39 418,224.47 1,178,014.53 73.80% Dept: 1705 - General Services Surplus (Deficit): -1,580,405.00 -1,580,405.00 -50,214.39 -418,224.47 1,162,180.53 73.54% Dept: 1710 - City Administration
Expense 402,438.00 402,438.00 21,796.60 46,546.80 355,891.20 88.43% Dept: 1710 - City Administration Total: 402,438.00 402,438.00 21,796.60 46,546.80 355,891.20 88.43% Dept: 1712 - City Property - Rents
Revenue 161,945.00 161,945.00 0.00 300.00 -161,645.00 99.81% Expense 53,690.00 53,690.00 1,491.04 12,858.39 40,831.61 76.05% Dept: 1712 - City Property - Rents Surplus (Deficit): 108,255.00 108,255.00 -1,491.04 -12,558.39 -120,813.39 111.60% Dept: 1720 - Finance Department
Revenue 0.00 0.00 365.00 406.00 406.00 0.00%
Expense 829,616.00 829,616.00 54,817.92 113,956.59 715,659.41 86.26% Dept: 1720 - Finance Department Surplus (Deficit): -829,616.00 -829,616.00 -54,452.92 -113,550.59 716,065.41 86.31% Dept: 2610 - Police Department
Revenue 731,420.00 731,420.00 13,055.20 22,379.35 -709,040.65 96.94% Expense 4,524,606.00 4,524,606.00 277,646.82 857,681.01 3,666,924.99 81.04% Dept: 2610 - Police Department Surplus (Deficit): -3,793,186.00 -3,793,186.00 -264,591.62 -835,301.66 2,957,884.34 77.98% Dept: 2615 - Police - Mad Net
Revenue 192,000.00 192,000.00 0.00 0.00 -192,000.00 100.00% Expense 227,266.00 227,266.00 0.00 0.00 227,266.00 100.00% Dept: 2615 - Police - Mad Net Surplus (Deficit): -35,266.00 -35,266.00 0.00 0.00 35,266.00 100.00% Dept: 2705 - Fire Department
Revenue 1,812,500.00 1,812,500.00 500.00 500.00 -1,812,000.00 99.97% Expense 2,158,480.00 2,158,739.00 381,059.09 421,282.19 1,737,456.81 80.48% Dept: 2705 - Fire Department Surplus (Deficit): -345,980.00 -346,239.00 -380,559.09 -420,782.19 -74,543.19 -21.53% Dept: 4705 - Community & Economic Development
Revenue 875,750.00 875,750.00 18,672.68 75,994.69 -799,755.31 91.32% Expense 1,096,369.00 1,096,369.00 68,487.48 119,099.15 977,269.85 89.14% Dept: 4705 - Community & Economic Development Surplus (Deficit): -220,619.00 -220,619.00 -49,814.80 -43,104.46 177,514.54 80.46% Dept: 6610 - Community Pool (OLD)
Revenue 1,200.00 1,200.00 0.00 1,033.01 -166.99 13.92%
Expense 23,177.00 23,177.00 1,412.50 5,584.02 17,592.98 75.91% Dept: 6610 - Community Pool (OLD) Surplus (Deficit): -21,977.00 -21,977.00 -1,412.50 -4,551.01 17,425.99 79.29% Budget Report For Fiscal: 2022-2023 Period Ending: 08/31/2022 9/21/2022 10:37:34 AM Page 2 of 3
Fiscal
Activity
Variance
Favorable
(Unfavorable)
Period
Account Typ… Activity
Current
Total Budget
Original
Total Budget
Percent
Remaining
Dept: 6615 - Senior Services
Expense 39,000.00 39,000.00 698.88 711.04 38,288.96 98.18% Dept: 6615 - Senior Services Total: 39,000.00 39,000.00 698.88 711.04 38,288.96 98.18% Dept: 6620 - Parks & Facilities
Revenue 259,597.00 259,597.00 0.00 0.00 -259,597.00 100.00% Expense 701,109.00 701,109.00 27,333.40 47,983.89 653,125.11 93.16% Dept: 6620 - Parks & Facilities Surplus (Deficit): -441,512.00 -441,512.00 -27,333.40 -47,983.89 393,528.11 89.13% Dept: 6625 - Community Relations
Revenue 21,200.00 21,200.00 286.00 716.00 -20,484.00 96.62% Expense 255,438.00 256,098.00 14,845.46 35,095.50 221,002.50 86.30% Dept: 6625 - Community Relations Surplus (Deficit): -234,238.00 -234,898.00 -14,559.46 -34,379.50 200,518.50 85.36% Report Surplus (Deficit): -26,751.00 -27,670.00 -905,939.42 -2,046,506.07 -2,018,836.07 -7,296.12% Budget Report For Fiscal: 2022-2023 Period Ending: 08/31/2022 9/21/2022 10:37:34 AM Page 3 of 3
Fund Summary
Fiscal
Activity
Variance
Favorable
Fund (Unfavorable)
Period
Activity
Current
Total Budget
Original
Total Budget
100 - General Fund -26,751.00 -27,670.00 -905,939.42 -2,046,506.07 -2,018,836.07 Report Surplus (Deficit): -26,751.00 -27,670.00 -905,939.42 -2,046,506.07 -2,018,836.07 9/21/2022 10:20:51 AM Page 1 of 1
Balance Sheet
Chowchilla, CA Account Summary
As Of 08/31/2022
Account Name Balance
Fund: 100 - General Fund
Assets
100-0100-0201 Petty Cash 500.00
100-0100-0202 Pre-Paid Postage Account 38.58
100-0100-0206 Cash Drawer 1,500.00
100-0100-0220 Accounts Receivable-Clients 33,865.16
100-0100-0221 A/R - Non Governmental -854.71
100-0100-0222 A/R - Intergovernmental 19,532.52
100-0100-0224 A/R MODULE ONLY RECEIVALBLES 38,918.40
100-0100-0226 Advance to Other Funds 477,971.31
100-0100-0227 Liens Receivables General Fund 162,299.48 100-0100-0228 Pending Charges or Refunds -1,498.24
100-0100-0229 A/R Business License 15,146.61
100-0100-0231 Allowance for Doubtful A/C 67,200.00
100-0100-0291 Prepaid Expenses -3,017.49
100-0100-1900 Claim On Cash 5,965,149.74
Total Assets: 6,776,751.36 6,776,751.36
Liability
100-0200-0422 Bonds for Work-Refundable 20,000.00
100-0200-0425 Use Sale Tax 166.69
100-0200-0428 Prepaid Deposits 138,000.00
100-0200-0480 Deferred Revenue 162,766.23
100-0200-0499 Payroll Correction 127.99
100-0200-2901 Accounts Payable Pending 505,050.49
Total Liability: 826,111.40
Equity
100-0300-0601 Fund Balance 6,587,039.45
100-0300-0602 Designated Restricted Donation 5,934.55
100-0300-0604 Reserve for Contingencies 910,223.00
100-0300-0605 Designated for Prepaid Items 239.50
100-0300-0611 Reserve for L/T A/R 486,734.34
100-0300-0615 SB1186 6,975.19
Total Beginning Equity: 7,997,146.03
Total Revenue 103,470.60
Total Expense 2,149,976.67
Revenues Over/Under Expenses -2,046,506.07
Total Liabilities, Equity and Current Surplus (Deficit): 6,776,751.36 Total Equity and Current Surplus (Deficit): 5,950,639.96

REPORT TO THE CITY COUNCIL
Item 3.3

CLICK HERE

TO RETURN TO

THE AGENDA
Meeting of: September 27, 2022
AGENDA SECTION: Consent
SUBJECT: 2nd Reading – Adoption of Development Agreement 22-0009 for the Legacy Ranch Vesting Tentative Subdivision Map Tract 05-0029
PREPARED BY: Annalisa Perea, AICP, Contract City Planner Mark Hamilton, Director of Community & Economic Development ATTACHMENTS: 1. Ordinance

2. Development Agreement

3. Notice of Exemption

4. Public Hearing Notice

REVIEWED BY
DIRECTOR ☒ REVIEWED BYCITY ATTORNEY ☒ REVIEWED BY ADMINISTRATOR ☒ RECOMMENDATION:

That the City Council waive the Second Reading and adopt the Ordinance approving Development Agreement #22-0009 for the Legacy Ranch Vesting Tentative Subdivision Map.

BACKGROUND:

TH Holdings has submitted a request to approve a Development Agreement for the Legacy Ranch VTSM.

The VTSM was originally approved by the Chowchilla City Council on February 13, 2006. The Project is a residential/commercial development known as Legacy Ranch which consists of 621 residential lots and specified commercial lots. Due to unforeseen circumstances, including the housing recession, the build out of the Legacy Ranch Project has yet to occur. Among other items, through this Development Agreement, the Applicant is requesting a 5-year agreement term for the Development Agreement.

Per section 17.64.080 of the Chowchilla Subdivision Ordinance, the Planning Commission shall make a finding as to whether the proposed development agreement is consistent with the General Plan.

The Planning Commission at their August 17, 2022 meeting, voted unanimously that the City Council approve Development Agreement 22-0009 for the Legacy Ranch Vesting Tentative Subdivision Map (VTSM) Tract 05-0029 located on APNs 002-300-002, 03, 04, and 05 in Chowchilla, CA. The public hearing for this item was held at the September 13, 2022 City Council meeting.

GENERAL PLAN/ZONING ANALYSIS
The Project site is zoned Medium-Density Residential (R-M-5), Neighborhood Commercial (C-N), Light Industrial (I-L), and Public Facility (PF), and has a conforming General Plan designation respectively for each separately zoned area of the Project site. The proposed Development Agreement would provide a framework for the future development of the Legacy Ranch project, thereby making it consistent with the General Plan designation.

ENVIRONMENTAL REVIEW ANALYSIS:

The City is the Lead Agency for this Project pursuant to CEQA Guidelines (Public Resources Code [PRC] Section 15000 et seq.). The Project was originally included as part of the Annexation One Mitigated Negative Declaration which was approved by the Chowchilla City Council. The proposed Project is consistent with the project description described in Annexation One and there are no project amendments as part of this Development Agreement that would require additional environmental review beyond a Notice of Exemption.

REASON FOR RECOMMENDATION:

At their August 17, 2022 meeting, the Chowchilla Planning Commission carefully considered the staff report, staff recommendation, and all oral and written evidence presented during the public hearing, and voted to recommend that the City Council approve this item.

FISCAL IMPACT:

None.

ALTERNATIVES:

1. Deny Development Agreement 22-0009.

2. Direct staff to work with the Applicant to make specific changes to the Development Agreement prior to bringing it back to the City Council for reconsideration.

ACTIONS FOLLOWING APPROVAL:

1. If approved, staff will file the Notice of Exemption in order to comply with CEQA guideline requirements.

2. The city shall file for and record with the county recorder a copy of the agreement which shall describe the land subject thereto (Muni Code section 17.64.120).

ORDINANCE # 512-22

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA APPROVING DEVELOPMENT AGREEMENT 22-0009 FOR THE LEGACY VESTING TENTATIVE SUBDIVISION MAP
WHEREAS, a Development Agreement application has been submitted by TH Holdings for the Legacy Ranch Vesting Tentative Subdivision Map (VTSM) Project located at APNs 002-300-002, 03, 04, and 05 in Chowchilla, CA; and,
WHEREAS, the Legacy VTSM was originally approved by the Chowchilla City Council on February 13, 2006; and,
WHEREAS, the Development Agreement was found to be consistent with the City’s General Plan; and,
WHEREAS, among other items, the Development Agreement would set forth a 5-year agreement term; and,
WHEREAS, the Legacy Ranch VTSM was originally included as part of the Annexation One Mitigated Negative Declaration analysis and the Development Agreement was analyzed under CEQA guidelines where it was determined no additional CEQA analysis would be required; and, WHEREAS, at their August 17, 2022 Meeting, the Chowchilla Planning Commission voted unanimously to recommend that the City Council approve this Development Agreement; and, WHEREAS, this public hearing was duly noticed and held at the September 13, 2022 City Council meeting; and,
WHEREAS, the City Council has carefully considered the staff report, recommendations and all oral and written evidence presented during the public hearing; and, WHEREAS, the City Council was able to make all of the findings required to be made as identified in section 17.64.100 of the City’s Municipal Code in order to adopt an ordinance approving a Development Agreement.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CHOWCHILLA DOES ORDAIN AS FOLLOWS:

Section 1. Development Agreement 22-0009 is approved for the Legacy Vesting Tentative Subdivision Map in the City of Chowchilla, County of Madera, State of California, to wit:

DEVELOPMENT AGREEMENT:

See the attached Attachment A.

To approve Development Agreement 22-0009 for the Legacy Ranch Vesting Tentative Subdivision Map.

Section 2. No later than ten calendar days after the city enters into a development agreement, the City shall file for and record with the county recorder a copy of the agreement which shall describe the land subject thereto.

PROVED, PASSED, and ADOPTED this ___ day of __________, 2022.

APPROVED:
________________________
Mayor John Chavez
ATTEST:
_______________________
Joann McClendon, CMC
City Clerk
I, Joann McClendon, City Clerk of the City of Chowchilla, California, do hereby certify that the foregoing Ordinance number 512-22 was duly introduced for the first reading on September 13, 2022 and adopted at a regular meeting of the City Council of the City of Chowchilla on September 27, 2022.

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS THEREOF, I hereunto set my hand and affix the official seal of the City of Chowchilla on this ___ day of ____________, 2022.

Joann McClendon, CMC
City Clerk
ATTACHMENT 2 – Development Agreement
ATTACHMENT 3 – Notice of Exemption
ATTACHMENT 4 – Public Hearing Notice
City Council Meeting

NOTICE OF A PUBLIC HEARING
Request to Approve Development
Agreement #22-0009 & Notice of Exemption for Legacy Vesting Tentative Map Tract 05-0029 APNs 002-300-002, 03, 04, and 05
in Chowchilla, CA 93610
Notice is hereby given that the City Council of the City of Chowchilla, California, will hold a public hearing on Tuesday, September 13, 2022 at 7:00 P.M. or as soon thereafter as possible, in the Chowchilla Council Chambers, 130 South Second Street at Civic Center Plaza, to consider a request by TH Holdings, Inc. to approve Development Agreement #22-0009 and the accompanied Notice of Exemption for the Legacy Vesting Tentative Map located at APNs 001- 200-002, 03, 04, and 05.

All interested persons are invited to appear at the time and place specified above to give verbal testimony regarding the proposed actions listed above. This meeting will be open to the public andavailable to watch and participate remotely through Zoom.

Written comments may be forwarded to the City of Chowchilla, Community Development Department, 130 South Second Street, Chowchilla, CA93610, and to the attention of Mark Hamilton, Director of Community and Economic Development. If you challenge the above matter in court, you may be limited to raising only those issues which you or someone else raised at the Public Hearing, or in written correspondence delivered to the City Council at, or prior to, the Public Hearing.

Mark Hamilton
Director of Community & Economic Development Department(559) 665-8615 ext. 400 [email protected]

CITY RECORDING REQUESTED BY:

City Clerk
City of Chowchilla
130 South 2nd Street
Chowchilla, CA 93610
AND WHEN RECORDED MAIL TO:

City Clerk
City of Chowchilla
130 South 2nd Street
Chowchilla, CA 93610
Space Above For Recorder’s Use
No Recorder’s Fee
APN: 002-300-002, 002-300-003

DEVELOPMENT AGREEMENT

BY AND BETWEEN THE

CITY OF CHOWCHILLA
AND
TH HOLDINGS, INC.

RELATING TO THE LEGACY RANCH

RESIDENTIAL AND COMMERICAL DEVELOPMENT
_____________ __, 2022

THIS DOCUMENT, EXCLUDING ITS TABLE OF CONTENTS BUT INCLUDING EXHIBITS, TOTALS ____ PAGES. EACH PAGE IS NUMBERED SEQUENTIALLY. 1

TABLE OF CONTENTS
Page
R E C I T A L S .................................................................................................................... 1 ARTICLE 1
GENERAL PROVISIONS .................................................................................................. 2 Section 1.1. The Project ........................................................................................... 2 Section 1.2. Subject Property ................................................................................... 2 Section 1.3. Definitions ............................................................................................ 2 (a) Adopting Ordinance ......................................................................... 2 (b) Assumption Agreement .................................................................... 3 (c) CEQA ............................................................................................... 3 (d) Certificate of Occupancy ................................................................. 3 (e) Collective Standards ........................................................................ 3 (f) City ................................................................................................... 3 (g) Developer ......................................................................................... 3 (h) Director ............................................................................................ 3 (i) Effective Date .................................................................................. 3 (j) Existing Land Use Regulations ........................................................ 3 (k) General Plan ..................................................................................... 3 (l) Landowner ....................................................................................... 3 (m) Current Project Entitlements ............................................................ 3 (n) Project .............................................................................................. 4 (o) Subject Property ............................................................................... 4 Section 1.4. Exhibits ................................................................................................ 4 Section 1.5. Incorporation of Recitals ...................................................................... 4 Section 1.6. Parties to Agreement ............................................................................ 4 (a) The City ............................................................................................ 4 (b) Developer. ........................................................................................ 4 (c) Landowner ....................................................................................... 4 Section 1.7. Project is a Private Undertaking ........................................................... 4 Section 1.8. Term of Agreement .............................................................................. 5 Section 1.9. Priority of Enactment ........................................................................... 5 Section 1.10. Assignment and Assumption ............................................................. 5 Section 1.11. Covenants Running With the Land .................................................... 5 Section 1.12. Amendment to Agreement (Developer and City) .............................. 5 Section 1.13. Reserved Discretionary Approvals .................................................... 6 ARTICLE 2
PROJECT DEVELOPMENT .............................................................................................. 6 Section 2.1. Vested Right to Develop ...................................................................... 6 Section 2.2. Permitted Uses and Development Standards ....................................... 7 Section 2.3. Life of Tentative and Parcel Maps ....................................................... 7 Section 2.4. Amendments ........................................................................................ 7 i

Section 2.5. No Conflicting Enactments .................................................................. 7 Section 2.6. Changes to Existing Land Use Regulations ......................................... 8 Section 2.7. Application, Processing and Inspection Fees ....................................... 9 Section 2.8. Timing of Development ....................................................................... 9 Section 2.9. Obligation and Rights of Mortgage Lenders ...................................... 10 ARTICLE 3
ENTITLEMENT AND PERMIT PROCESSING, INSPECTIONS .................................. 10 Section 3.1. City Approvals ................................................................................... 10 Section 3.2. Duty to Grant and Implement ............................................................ 10 Section 3.3. Timely Processing .............................................................................. 10 Section 3.4. Provisions for Improvements ............................................................. 11 Section 3.5. Other Fee ............................................................................................ 11 Section 3.6. Acquisition of Necessary Real Property Interests .............................. 11 Section 3.7. Dedications ......................................................................................... 11 Section 3.8. Reimbursements for Oversizing ........................................................ 11 ARTICLE 4
DEFAULT ......................................................................................................................... 13 Section 4.1. General Provisions ............................................................................. 13 Section 4.2. Annual Review ................................................................................... 14 Section 4.3. Estoppel Certificates .......................................................................... 14 Section 4.4. Developer Default Limited to Property/Entity; Separate Obligations of Owners ................................................................... 14 Section 4.5. Default by City ................................................................................... 14 Section 4.6. Cumulative Remedies of Parties ........................................................ 15 Section 4.7. Forced Delay, Extension of Times of Performance ........................... 15 ARTICLE 5
TERMINATION ................................................................................................................ 15 Section 5.1. Termination Upon Completion of Development ............................... 15 Section 5.2. Effect Upon Termination on Developer Obligations ......................... 15 Section 5.3. Effect Upon Termination on City ...................................................... 15 ARTICLE 6
STANDARD PROVISIONS ............................................................................................. 16 Section 6.1. Notices ............................................................................................... 16 Section 6.2. Recordation of Agreement ................................................................. 16 Section 6.3. Applicable Law .................................................................................. 16 Section 6.4. Invalidity of Agreement/Severability ................................................. 16 Section 6.5. Third Party Legal Challenge .............................................................. 16 Section 6.6. Covenant of Good Faith and Fair Dealing ......................................... 17 Section 6.7. Cooperation in Project Implementation ............................................. 17 ii

Section 6.8. Standard Terms and Conditions ......................................................... 17 (a) Venue ............................................................................................. 17 (b) Waiver ............................................................................................ 18 (c) Completeness of Instrument .......................................................... 18 (d) Supersedes Prior Agreements ........................................................ 18 (e) Captions ......................................................................................... 18 (f) Number and Gender ....................................................................... 18 (g) Mandatory and Permissive ............................................................ 18 (h) Term Includes Extensions .............................................................. 18 (i) Successors and Assigns ................................................................. 18 (j) Modifications ................................................................................. 18 (k) Counterparts ................................................................................... 19 (l) Other Documents ........................................................................... 19 (m) Partial Invalidity ............................................................................ 19 (n) Controlling Law ............................................................................. 19 (o) Time is of the Essence ................................................................... 19 (p) Authority ........................................................................................ 19 (q) Document Preparation ................................................................... 19 (r) Advice of Legal Counsel ............................................................... 19 (s) Attorneys Fees and Costs ............................................................... 19 (t) Time Periods .................................................................................. 20 iii

DEVELOPMENT AGREEMENT BY AND BETWEEN

THE CITY OF CHOWCHILLA AND TH HOLDINGS, LLC RELATING TO THE

LEGACY RANCH

RESIDENTIAL AND COMMERICAL DEVELOPMENT
THIS DEVELOPMENT AGREEMENT (“Agreement”), dated March ____, 2022, is made and entered into by and between the CITY OF CHOWCHILLA, a political subdivision of the State of California (“City”), and TH HOLDINGS, LLC, a California limited liability company (“Developer”), pursuant to the authority of Article 2.5, Chapter 4, Division 1, Title 7 (§ 65864 et seq. of the Government Code) relating to Development Agreements.

This Agreement is entered into with reference to the following facts:

R E C I T A L S

1. In order to strengthen the public land use planning process, to encourage private participation in the process, to reduce the economic risk of development and to reduce the waste of resources, the Legislature adopted the “Development Agreement Law” (§ 65864 et seq. of the Government Code).

2. The Development Agreement Law permits cities and counties to contract with private interests for their mutual benefit in a manner not otherwise available to the contracting parties. Such agreements, as authorized by the Development Agreement Law, can assure property developers they may proceed with projects assured that approvals granted by public agencies will not change during the period of development of their projects. Cities and counties are equally assured that costly infrastructure such as roads, sewers, schools, fire protection facilities, and other public facilities will be available at the time development projects come on line.

3. Pursuant to the Development Agreement Law, the City has adopted rules and regulations establishing procedures and requirements for consideration of development agreements on December 11, 2018 by Ordinance 492-18. This Ordinance is codified at Chowchilla Municipal Code section 17.64.

4. Developer has a legal or equitable interest in the Subject Property (as defined herein).

5. Developer desires to develop the Subject Property as the Woodcrest project consistent with the Municipal Code and the following entitlements, permits, approvals and actions that have been approved by the City Council, referred to collectively as “Current Project Entitlements:”
(a) Vesting Tentative Subdivision Map 05-0029 previously approved by City Council Resolution No. _______________on_______________, a copy of which map is attached hereto in Exhibit B (the “Vesting Tentative Subdivision Map”) and all other rights, entitlements, and conditions of approval set forth in City Council Resolution No. which is attached hereto in Exhibit C (“Conditions of Approval”), including, but not limited to, the Annexation One Initial Study and the Mitigated Negative Declaration prepared for the Project; and (b) the existing zoning for the Subject Property.

6. The Planning Commission of the City of Chowchilla, serving as City’s planning agency for the purpose of development agreements, reviewed this Agreement pursuant to Government Code Section 65867 and recommended approval of this Agreement to the City Council.

7. The City Council, having received Developer’s application and the Planning Commission recommendation, and having held duly noticed public hearings on this Agreement, has found and determined as follows:
• This Agreement is consistent with the objectives, policies, general land uses, and programs specified in the General Plan;
• This Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the Property is located; • This Agreement is in conformity with public convenience, general welfare and good land use practice;
• This Agreement will not be detrimental to the health, safety and general welfare; • This Agreement will not adversely affect the orderly development of property or the preservation of property values; and

8. City further finds the construction, completion and operation of the Project, pursuant to the terms of this Agreement, are in the vital and best interest of the City and the health, safety, and welfare of its residents, and will serve the public purpose of economic development in City and that due to the large scope of the Project, estimated length of time for full Project build out, and unforeseen future market conditions, Developer desires this Agreement, which will impact multiple aspects of the Project, in order to ensure the Project is financially viable and marketable now and in the future.

9. All procedures of the California Environmental Quality Act (“CEQA”) have been met with respect to the Project and this Agreement.

10. The parties have, in good faith, negotiated the terms of this Agreement, and desire to enter into this Agreement pursuant to the terms and legislative purpose of the Development Agreement Law, as set forth above, to ensure the mutually desirable development of the Subject Property.

T E R M S A N D C O N D I T I O N S
NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

GENERAL PROVISIONS
Section 1.1. The Project. The Project is a residential development known as Legacy Ranch which presently has 627 residential lots and specified commercial lots approved pursuant to the Vesting Tentative Subdivision Map.

Section 1.2. Subject Property. The Project is located on the Subject Property.

Section 1.3. Definitions. As used in the Agreement, the following terms, phrases and words shall have the meanings and be interpreted as set forth in this Section 1.3. (a) Adopting Ordinance means Ordinance Number ______ entitled:
“Development Agreement By and Between the City of Chowchilla and TH Holdings Inc..

Relative to the Legacy Ranch Residential and Commercial Development” dated ______ and effective ________, 2022 which approves this Agreement as required by Government Code section 65867.5.
(b) CEQA means the California Environmental Quality Act section 21000, et seq., of the Public Resources Code of the State of California. (c) Certificate of Occupancy means either a certificate issued after inspections by the City authorizing a person or persons in possession of property to dwell or otherwise use a specified building or dwelling unit, or the final inspection if a formal certificate is not issued.
(d) Collective Standards means this Agreement, the Current Project Entitlements and the Existing Land Use Regulations.
(e) City means the City of Chowchilla, as administered by the City Council, or its designee.
(f) Developer means TH Holdings Inc, a California corporation or its successor in interest.
(g) Director means the City Administrator for the City of Chowchilla. (h) Effective Date means the effective date of the Adopting Ordinance. (i) Existing Land Use Regulations mean the ordinances, resolutions and regulations adopted by the City in effect on the Effective Date including the adopting ordinances that govern the permitted uses of land, the density and intensity of use, the timing of development, the design, improvement, and construction standards and specifications

applicable to the development of the Subject Property, including, but not limited to, the General Plan, the zoning ordinance and all other ordinances, codes, rules and regulations of the City establishing subdivision standards, park regulations, impact or development fees, building standards and road and infrastructure improvement standards. (j) General Plan means the General Plan of the City, including the text and maps, as amended in connection with the Project.
(k) Current Project Entitlements mean, and shall be limited to,those approvals set forth in Recital 5.
(n) Project means the anticipated development of the Subject Property as specified in Section 1.1 and as provided for in the provisions of this Agreement and all other incorporated exhibits.
(o) Project Entitlements means Current Project Entitlements and Future Entitlements as defined herein. Project Entitlements shall remain in effect as set forth in Section 1.8.
(p) Subject Property means that certain parcel(s) of real property located in the City of Chowchilla and County of Madera and identified as Assessor’s Parcel Numbers 002-300-002 and 002-300-003, which is legally shown on Exhibit A (the "Subject Property").

Section 1.4. Exhibits. Exhibits to this Agreement are as follows:

Exhibit B Vesting Tentative Subdivision Map
Exhibit C Conditions of Approval
Section 1.5. Incorporation of Recitals. Recitals 1 through 11 are incorporated herein, including all exhibits referred to in said Recitals. In the event of inconsistency between the Recitals and the provisions of Articles 1 through 6, the provisions of Articles 1 through 6 shall prevail.

Section 1.6. Parties to Agreement. The parties to this Agreement are:
(a) The City. The City of Chowchilla is a municipal corporation formed under the laws of the State of California exercising general governmental functions and power. The principal office of the City is located at 130 S. Second Street, Civic Center Plaza, Chowchilla, California, 93610.
(b) Developer. TH Holdings, Inc.. which has a legal interest in the Subject Property and whose principal office for the purpose of this Agreement is:

TH Holdings Inc.
1850 Mt. Diablo Boulevard , Suite 440
Walnut Creek, CA 94596
Section 1.7. Project is a Private Undertaking. It is agreed among the parties that

the Project is a private development and that City has no interest therein except as authorized in the exercise of its governmental functions. Nothing in this Agreement shall preclude the Developer from forming any form of private investment entity for the purpose of completing any portion of the Project.

Section 1.8. Term of Agreement. This Agreement shall commence upon the Effective Date (________________) and shall continue in effect for five (5) years from the Effective Date unless extended or terminated as provided herein. This agreement may be extended for an additional five (5) years by mutual agreement of the City and the Developer. Following the expiration of the term or extension thereof, or if sooner terminated, this Agreement shall have no force and effect, subject however, to posttermination obligations of Developer. In the event of a legal challenge to the Project Entitlements, the term shall be automatically extended by the period of time required to obtain final adjudication of the legal challenge.

Section 1.9. Priority of Enactment. In the event of conflict between the Agreement, the Project Entitlements and the Existing Land Use Regulations, the parties agree that the following sequence of approvals establishes the relative priority of the approvals, each approval superior to the approvals listed thereafter: (1) the Agreement; (2) the Project Entitlements; and (3) the Existing Land Use Regulations.

Section 1.10. Assignment and Assumption. Developer shall have the right to sell, assign or transfer this Agreement with all the rights, title and interests therein to any person, firm or corporation at any time during the term of this Agreement with proper noticing to the City and amendment procedures pursuant to section. In the event of such sale, assignment or transfer, all duties, responsibilities and obligations of Developer in connection with the portions of the Property so sold, assigned or transferred shall be assumed by the buyer, assignee or transferee. The conditions and covenants set forth in this Agreement and incorporated herein by exhibits shall run with the land and the benefits and burdens shall bind and inure to the benefit of the parties. The right to sell, assign, or transfer is subject to approval by the City Administrator. If approved by the City Administrator such approval not to be unreasonably withheld, and if not granted, shall be based on written objective standards, express written assumption by such purchaser, assignee or transferee, to the satisfaction of the City Attorney, of the obligations and other terms and conditions of this Agreement with respect to the Subject Property or such portion thereof sold, assigned or transferred, shall relieve the Developer selling, assigning or transferring such interest of such obligations so expressly assumed. The preceding sentence shall not relieve transferor of its obligations under this Agreement following transfer of the Subject Property for any acts or omissions of transferor before such transfer. A default by any buyer, assignee, transferee shall only affect that portion of the Property owned by such transferee and shall not cancel or diminish in any way any rights hereunder with respect to any portion of the Property not owned by such buyer, assignee or transferee. The buyer, assignee or transferee shall be responsible for the reporting and annual review requirements relating to the portion of the Property owned by such buyer, assignee or transferee, and any amendment to this Agreement between City and a buyer, assignee or transferee shall only affect the portion of the Property owned by such transferee.

Section 1.11. Covenants Running With the Land. Each and every purchaser, assignee or transferee of an interest in the Subject Property, or any portion thereof, shall be obligated and bound by the terms and conditions of this Agreement, and shall be the beneficiary thereof and a party thereto, but only with respect to the Subject Property, or such portion thereof, sold, assigned or transferred to it. Any such purchaser, assignee or transferee shall observe and fully perform all of the duties and obligations of a Developer contained in this Agreement, as such duties and obligations pertain to the portion of the Subject Property sold, assigned or transferred to it. Provided however, notwithstanding anything to the contrary above, if any such sale, assignment or transfer relates to a completed residential building, which has been approved by the City for occupancy, the automatic termination provisions of Section 5.1 herein shall apply thereto and the rights and obligations of Developer hereunder shall not run with respect to such portion of the Subject Property sold, assigned or transferred and shall not be binding upon such purchaser, assignee or transferee.

Section 1.12. Amendment to Agreement (Developer and City). This Agreement may be amended by mutual consent of the parties in writing, in accordance with the provisions of Government Code section 65868.

Section 1.13. Reserved Discretionary Approvals. Each discretionary approval by the City, including without limitation, preliminary and final development plans, preliminary and final improvements plans, conditional use permits, tentative subdivision maps, including vesting and non-vesting tentative parcel maps and tentative tract maps, building permits, variances, lot line adjustments, grading permits, encroachment permits, site plan approvals, and the accompanying Conditions of Approval (Exhibit C) that will accomplish the goals, objectives, policies and plans referenced, described, implied and shown in the Agreement and obtained by the Developer for the Project after the Effective Date, shall automatically become part of the Project Entitlements, which vest hereunder, as each such approval becomes effective following formal action by the City. In reviewing and approving such applications, the City reserves the right to exercise its discretion as set forth in applicable provisions of the Development Agreement Law, the General Plan and City Municipal Code in effect as of the Effective Date.

ARTICLE 2

PROJECT DEVELOPMENT
Section 2.1. Vested Rights of Developer. During the term of this Agreement, unless sooner terminated in accordance with the terms hereof, in developing the Subject Property consistent with the Project described herein, Developer is assured, and City agrees, that the development rights, obligations, terms and conditions specified in the Collective Standards are fully vested in the Developer and may not be changed or modified by the City except as may be expressly permitted by, and in accordance with, the terms and conditions of this Agreement, or as expressly consented thereto by the Developer to the extent such proposed change or modification is applicable thereto or as permitted or required by Government Code §65866, or other applicable state or federal law.

(a) Permitted Conditions. In connection with any Project Entitlements, which are undertaken pursuant to and in conformity with the Collective Standards, the City shall have the right to impose reasonable conditions including, without limitation, normal and customary dedications for public rights of way or easements necessary for the Project; provided, however, such conditions and dedications shall not be inconsistent with the Collective Standards, including this Agreement.

Developer may protest any conditions, dedications, or fees while continuing to develop the Subject Property, and such a protest shall not delay or stop the issuance of building permits or certificates of occupancy so long as such development, or issuance of permits or certificates do not apply to portions of the Project in dispute or otherwise act to preclude City from including such conditions, dedications or fees where ultimately determined to be appropriate.
(b) Amendments to Entitlements. It is contemplated by City and Developer that Developer may, from time to time, seek minor changes to one or more of the Project Entitlements. Any such changes are contemplated by City and Developer as being within the scope of this Agreement as long as they are minor and are consistent with the Agreement. Any minor changes to this Agreement shall be reviewed by City Administrator or designee and Developer in order to determine and verify that such changes are minor and consistent with the Agreement. The parties agree that changes which they mutually agree are minor may be agreed to in writing by the City and Developer. All other amendments will require approval in accordance with State law.

Section 2.2. Future Entitlements. Upon the granting of any subsequent approvals relating to the development of the Subject Property, including without limitation, land subdivision approvals, zone changes, Specific Plans, General Plan amendments, planned unit development approvals, and the like (collectively, the “Future Entitlements”), such Future Entitlements shall become part of the Collective Standards, and Developer shall, to the broadest extent permitted by law, have the vested right to develop the Subject Property and/or any portions thereof in the manner and to the extent permitted by the Collective Standards, as modified, supplemented and or augmented by the Future Entitlements. Such Future Entitlements shall include, without limitation, residential projects including land subdivisions, zoning changes and residential planned unit developments undertaken pursuant to and in conformity to the Specific Plan, as contemplated in CEQA Guidelines § 15182.
(a) Land Use Approvals. Before commencement of construction, Developer shall, at its own expense, secure or cause to be secured any and all land use and other entitlements, permits and approvals which may be required by City or any other governmental agency affected by such construction or work. Nothing in this Agreement is intended to or shall operate to commit City’s discretion with respect to land use and other entitlements, permits, and approvals which may be required by Developer with respect to the Developer Improvements.
(b) Term of Subdivision Maps. Pursuant to California Government Code § 66452.6(a)(1), the term of any Subdivision Maps related to all or any portion of the Subject Property shall be extended for a period to the longer of (i) the expiration date of this Agreement as set forth in Section 1.8 above, including any extensions

thereof, or (ii) the term of such maps under applicable provisions of the Subdivision Map Act, including any non-discretionary extensions and any granted discretionary extensions thereof.

Section 2.3 Developer Fees, Bonds, Securities Except as otherwise provided in this Agreement, and specifically excluding fees set by entities not controlled by City that are collected by City, City shall only charge and impose those fees and exactions, including without limitation, dedications and any other fee or tax (including excise, construction, or any other tax) relating to development or the privilege of developing, which are in effect as of the Effective Date of this Agreement and apply to all projects on a City-wide basis.

Bonds and Securities determined to be required at the City’s sole discretion at the time of final approvals of Future Entitlements shall be calculated and communicated to Developer at the time of the approval. In the event the Project is phased, Bonds and Securities, with applicable reasonable terms and conditions, will be calculated and segregated at the time of final approval for each phase.

Section 2.4 Insurance Requirements. Developer shall take out prior to commencement of construction of the Developer Improvements, and maintain or shall cause its contractor to take out and maintain until acceptance of all developer constructed public improvements, a comprehensive general liability policy in the amount of Two Million Dollars ($2,000,000) combined single limit policy, and if Developer owns automobiles, a comprehensive automobile liability policy in the amount of Two Million Dollars ($2,000,000), combined single limit, or such other policy limits as City may approve at its discretion, including contractual liability, as shall protect Developer and City from claims for such damages, and which policy shall be issued by an “A” rated insurance carrier. Such policy or policies shall be written on an occurrence form. Developer shall also furnish or cause to be furnished to City evidence satisfactory to City that the Developer and any contractor with whom it has contracted for the performance of work on Parcel C or otherwise pursuant to this Agreement carries workers’ compensation insurance as required by law. Developer shall furnish a notarized certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by City setting forth the general provisions of the insurance coverage. This countersigned certificate shall name City and its respective officers, agents, employees, and volunteers, as additionally insured parties under the policy, and the certificate shall be accompanied by a duly executed endorsement evidencing such additional insured status. The certificate and endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by Developer shall be primary insurance and not be contributing with any insurance maintained by City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of City. The required certificate shall be furnished by Developer at the time set forth therefor in the Schedule of Performance or, if no time is specified, prior to the commencement of construction of the Developer Improvements.

Section 2.5. Permitted Uses and Development Standards. The Project’s permitted uses, the density and intensity of use, the maximum height and size of proposed buildings, provisions for reservation and dedication of land or payment of fees in lieu of dedication for public purposes, the construction, installation and extension of public and private improvements, subdivision standards, development guidelines and standards, implementation program for processing of subsequent entitlements and other conditions of development for the Subject Property shall be those set forth in the Collective Standards.

The parties hereto intend that the Collective Standards shall serve as the definitive and controlling documents for all subsequent actions, discretionary or ministerial, relating to the development, subdivision, and occupancy of the Project. All development shall be in substantive conformity with the Collective Standards to the approval of the City Administrator. Except as otherwise stated in this Agreement, subsequent approvals undertaken pursuant to and in conformity with the Project approved concurrently with the adoption of this Agreement, shall not be conditioned upon adherence to other ordinances, rules, regulations or requirements except as permitted or required by Government Code §65866 or other applicable law.

Section 2.6. Amendments. Any amendments to the Tentative Subdivision Map or Project Entitlements agreed to by the Developer and Community and Economic Development Director do not require an amendment to this Agreement.

Section 2.7. No Conflicting Enactments. Except as permitted or required by state or federal law, neither the City nor any agency of the City shall enact and apply to the Subject Property any ordinance, resolution or other measure that relates to the rate, timing or sequencing of the development or construction of the Subject Property on all or any part of the Subject Property that is in conflict with this Agreement, or any amendments thereto, or that reduces the development rights provided by this Agreement. Without limiting the foregoing general statement, and for all purposes pursuant to this Agreement generally, and this Section 2.7 specifically, and except as permitted or required by state or federal law, an ordinance, resolution or other measure shall be deemed to conflict with this Agreement if the ordinance, resolution or measure seeks to accomplish any one or more of the following results, either with specific reference to this Subject Property or as part of a general enactment that applies to this Subject Property would or could:
(a) Limit or reduce the density or intensity of the Project development granted by the Collective Standards or otherwise require any reduction in the height, number, size or square footage of lots, structures or buildings; (b) Expand or increase Developer’s obligations under the Collective Standards with respect to the provision of parking spaces, streets, roadways and/or any other public or private improvements or structures; (c) Directly limit public services or facilities otherwise available (e.g., water, drainage, sewer or sewage treatment capacity) to, within or available for use by the Project;
(d) Limit or control in any manner the timing or phasing of the construction/development of the Project allowed by the Collective Standards;

(e) Limit the location of buildings, structures, grading or other improvements relating to the development of the Project in a manner which is inconsistent with or more restrictive than the Collective Standards; (f) Limit the processing of applications for or procurement of Subsequent Approvals;
(g) Establish, enact or increase in any manner applicable to the Project, or impose against the Project, any fees, taxes (including, without limitation, general, special, and excise taxes), assessments, liens or other financial obligations other than those obligations specifically in effect as of the date of approval of the Vesting Tentative Subdivision Map except as otherwise specifically provided in this Agreement; or
(h) Initiate, support or establish any assessment district or other public financing mechanism that would include or otherwise burden or affect the Project or the Subject Property that has not been established prior to the Effective Date.

Clauses (a) through (h) above are intended as examples, and not as a comprehensive or exclusive list, of new development requirements that would or could conflict with the Collective Standards, and therefore with this Agreement.

Section 2.9. Changes to Existing Land Use Regulations. Only the following changes to the Existing Land Use Regulations shall apply to the development of the Subject Property:
(a) Land use regulations, ordinances, policies, programs, resolutions or fees adopted or undertaken by City in order to comply with regional, state or federal laws, plans or regulations, provided that in the event that such regional, state or federal laws, plans or regulations prevent or preclude compliance with one or more provisions of this Agreement, such provision or provisions shall be modified or suspended as may be necessary to comply with such regional, state or federal laws or regulations. City land use regulations, ordinances, policies, programs, resolutions or fees adopted after the Effective Date, that are not in conflict with the terms and conditions for development of the Subject Property established by this Agreement or otherwise applicable Existing Land Use Regulations and which do not impose additional burdens on such development.
(b) City land use regulations, ordinances, policies, programs, resolutions or fees adopted after the Effective Date, which are in conflict with the Existing Land Use Regulations, but the application of which to the development of the Subject Property has been consented to in writing by the Developer and/or the applicable Landowner either through this Agreement or by later separate document.

Section 2.7. Application, Processing and Inspection Fees. Application fees, processing fees and inspection fees that are revised during the term of this Agreement shall apply to the Project pursuant to this Agreement, provided that such revised fees apply generally to similar private projects or works within City.

Section 2.8. Timing of Development. The parties acknowledge that the most efficient and economic development of the Subject Property depends upon numerous factors, such as market orientation and demand, interest rates, competition and similar factors, and that generally it will be most economically beneficial to the ultimate purchasers to have the rate of development determined by Developer. Accordingly, the timing, sequencing and phasing of the development is solely the responsibility of Developer, and the City Council shall not impose, by ordinance, resolution or otherwise, any restrictions on such timing, sequencing or phasing of development within the Subject Property.

Furthermore, the timing of the construction of acquired facilities, also depends on numerous factors relating to the need of the City or the subject property for the acquired facilities and the timing and sequence of construction of such facilities shall be as provided for in the Acquisition Agreement. The parties shall attempt to reach mutual agreement relating to the timing and sequence of construction of the acquired facilities. Developer may seek to phase the final subdivision maps as the Developer determines in its sole discretion. The City may impose reasonable conditions on the phasing of final maps as permitted by the Subdivision Map Act (California Government Code Section 66410 et seq.) or other applicable law.

Section 2.9. Obligation and Rights of Mortgage Lenders. The holder of any mortgage, deed of trust or other security arrangement with respect to the Subject Property, or any portion thereof, shall not be obligated under this Agreement to construct or complete improvements or to guarantee such construction or completion, but shall otherwise be bound by all of the terms and conditions of this Agreement which pertain to the Subject Property or such portion thereof in which it holds an interest. Any such holder who comes into possession of the Subject Property, or any portion thereof, pursuant to a foreclosure of a mortgage or a deed of trust, or deed in lieu of such foreclosure, shall take the Subject Property, or such portion thereof, subject to any pro rata claims for payments or charges against the Subject Property, or such portion thereof, which accrue prior and subsequent to the time such holder comes into possession. Nothing in this Agreement shall be deemed or construed to permit or authorize any such holder to devote the Subject Property, or any portion thereof, to any uses, or to construct any improvements thereon, other than those uses and improvements provided for or authorized by this Agreement, subject to all of the terms and conditions of this Agreement.

ARTICLE 3

PROJECT ENTITLEMENTS AND PERMIT PROCESSING
Section 3.1. City Approvals. Subject to Developer's compliance with applicable regulations, and except as otherwise required by applicable state or federal law, the City will permit the uses on the Subject Property that are consistent with the Collective Standards. The City agrees to review and act upon grant and implement the land use and building approvals, including, but not limited to, planned unit developments, variances, development plans, subdivision improvement plans and agreements, building plans and permits, specifications, landscape plans, grading plans and permits, parcel maps, tentative subdivision maps, final subdivision maps (including phased final subdivision maps), amendments to maps, lot line adjustments, re-subdivisions, use permits and certificates of occupancy (collectively “City Approvals”), in the manner reasonably necessary or

desirable to accomplish the goals, objectives, policies, standards and plans described in the Collective Standards. City Approvals shall include any applications, permits and approvals required to complete the infrastructure and improvements necessary to develop the Subject Property (collectively, the “Improvements”), in accordance with the Collective Standards, including, without limitation, those related to: (i) clearing the Subject Property; (ii) grading the Subject Property; (iii) construction of roads, storm drainage facilities, sewer facilities and other utility facilities and connections; (iv) construction of water treatment and delivery facilities and storage tanks; and (v) construction of all residential structures and all structures and facilities accessory thereto, subject to the limitations set forth in the Collective Standards.

Section 3.2. Duty to Grant and Implement. City's obligation to review and act upon grant and implement the City Approvals set forth above shall not infringe upon the City's right to withhold such City Approvals for failure to conform to the Collective Standards, or to applicable state or federal law.

Section 3.3. Timely Processing. The aforementioned City Approvals and any environmental review required thereon shall be reviewed and acted upon granted in an expeditious manner.

Section 3.4. Public Improvements. Omitted.

Section 3.5. Omitted.

Section 3.6. Development Impact Fees. Developer shall be responsible for the payment of the Development Impact Fees required by the Project Entitlements. The Development Impact Fees shall be paid to the City concurrent with issuance by the City of a certificate of occupancy for each structure within that portion of the Project Area being developed by Master Developer or an Owner. The City may refuse to issue a certificate of occupancy for any structure within the Project Area for which the Development Impact Fees have not been paid. , and set forth below, at the lesser of (i) the rate of such fees as of the date of approval of the Vesting Tentative Subdivision Map. The parties hereby acknowledge and agree that the Development Impact Fees are (i) substantially similar to the citywide development impact fees in both purposes and amounts, and (ii) intended to be a complete and absolute substitution for the payment of any citywide development impact fees or any additional development impact fees imposed by the City throughout the Term of this Agreement. Except for the obligation to pay the below Development Impact Fees, Developer shall not be responsible for the payment of any development impact fees imposed by the City. The preceding sentence shall not limit the City’s ability to impose other types of fees on the Project provided in this Agreement. Development Impact Fees for the Project shall be as were in place at time of vesting: $16,675 per single-family residential unit.

Section 3.7. Road Development Impact Fee. The Road Impact Fee included within Section 3.6 above shall be placed in a segregated bank account and used solely for the purpose of constructing the road improvements required by the Current Project Entitlements, including without limitation those costs and fees related to the design, engineering, construction, and management of constructing of such improvements. Upon

completion of such improvements, and acceptance of such improvements by the City, any remaining Road Impact Fees shall be available to the City for any public improvements.

Section 3.8. Other Fees. In addition to payment of the Development Impact Fees set forth above, the City may collect additional fees or exactions which meet one of the following definitions: (1) they are directly imposed by another governmental agency and the City is required to collect the additional fees; or (2) they are uniformly imposed on all comparable residential or commercial development projects within the City and are required solely to provide capital infrastructure facilities or improvements needed for health and safety reasons as a direct result of the Project and are otherwise consistent with Government Code §66000 et seq., the General Plan, and the Specific Plan.

Section 3.9. Acquisition of Real Property Interests for Public Improvements.

With regard to property acquisitions and dedications for the purpose of constructing any public improvements, the City shall use its best efforts to include as a condition of approval of other development projects adjacent to the Project, that such adjacent projects shall dedicate easements and rights-of-way necessary for the Project’s infrastructure improvements, as feasible, and Developer shall use and document its reasonable efforts to obtain any easement, rights-of-way, or other real property interests where the City is unable, due to lack of immediate jurisdiction, to require such interest. If Developer is unable to acquire such real property interests within a reasonable timeframe and after the exercise of reasonable diligence, then Developer may request assistance from the City. Upon such request, the City may negotiate the purchase of the necessary real property interests, or may, in its sole discretion, commence condemnation proceedings in accordance with Government Code Section 66462.5, to acquire such real property interests. Developer shall advance all costs and expenses of acquiring necessary real property interests, whether though negotiated acquisition or condemnation proceedings, including but not limited to, payment of the fair market value or negotiated settlement of the subject property, the cost of removing any existing structures and/or relocation expenses if necessary to construct the requirement improvements, and all appraisal, expert, legal, staff and administrative costs. Developer shall indemnify the City, its elected and appointed officers, officials, employees, agents, representatives and volunteers against any adverse determination, adjudication or monetary award to a plaintiff in an eminent domain proceeding conducted pursuant to the provisions of this Agreement, by a court of competent jurisdiction.

Section 3.10. Dedications. Developer shall offer and the City shall accept such dedications for all required public lands upon completion of the improvements to be installed therein, or when otherwise provided herein, as follows:
(a) Rights-of Way. Developer shall dedicate its interest in any and all public road rights-of-way without expense to the City, at no cost to the City or any other public agency, and the City shall accept such dedication upon the recordation of the final map for the corresponding subdivision. Such rights-of-way or property to be conveyed to City pursuant to the Project Entitlements shall be delivered by Developer free of any liens, encumbrances, special taxes, or assessments, not approved by City, and shall be excluded from any covenants, conditions and restrictions on the Subject Property.
(b) Public Utility Easements. Developer shall dedicate its interest in any

and all improvements to water lines, water tanks, pump stations, sewer lines, storm drains, storm retention basins and other public utilities for public utility purposes, as required by the public utilities having jurisdiction and City’s Engineer, in a form approved by City’s Engineer, to the City, at no cost to the City or any other public agency, and the City shall accept such dedication. The easements shall be effective upon recordation of said form.
(c) All Dedications. Such rights-of-way or property to be dedicated to City pursuant to the Project Entitlements shall be delivered by Developer free of any liens, encumbrances, special taxes, or assessments, not approved by City, and shall be excluded from any covenants, conditions and restrictions on the Property.

Section 3.11. Reimbursements for Oversizing. Whenever improvements are required to be installed adjacent to the Subject Property other than those required by the Project Entitlements, or in greater size or capacity than that required by the Project Entitlements, the City shall include as a condition of approval, that such other improvements will be subject to the provisions of the Chowchilla Municipal Code related to infrastructure reimbursement agreements.

ARTICLE 4

DEFAULT
Section 4.1. General Provisions.
(a) Subject to extensions of time by mutual consent in writing, failure or delay by either party or Landowner not released from this Agreement to perform any term or provision of this Agreement, shall constitute a default. In the event of alleged default or breach of any terms or conditions of this Agreement, the party alleging such default or breach shall give the other party or Landowner not less than thirty (30) days’ notice in writing specifying the nature of the alleged default and the manner in which said default may be cured. During any such thirty (30) day period, the party or Landowner charged shall not be considered in default for purposes of termination or institution of legal proceedings. (b) After notice and expiration of the thirty (30) day period, if such default has not been cured or is not being diligently cured in the manner set forth in the notice, the other party or Landowner to this Agreement may, at his option, institute legal proceedings pursuant to this Agreement or give notice of its intent to terminate this Agreement pursuant to California Government Code section 65868 and any regulations of the City implementing said Government Code section. Following notice of intent to terminate, or prior to instituting legal proceedings, the matter shall be scheduled for consideration and review in the manner set forth in Government Code sections 65865, 65867, and 65868 and City regulations implementing said sections by the City within thirty (30) calendar days.
(c) Following consideration of the evidence presented in said review

before the City, either party alleging the default by the other party or Landowner may institute legal proceedings or may give written notice of termination of this Agreement to the other party; provided, however, a Landowner may only give such notice with respect to such portion of the Subject Property in which Landowner owns an interest. (d) Evidence of default may also arise in the course of a regularly scheduled periodic review of this Agreement pursuant to Government Code section 65865.1. If either party or Landowner determines that a party or Landowner is in default following the completion of the normally scheduled periodic review, said party or Landowner may give written notice of termination of this Agreement specifying in said notice the alleged nature of the default, and potential actions to cure said default where appropriate. If the alleged default is not cured in thirty (30) days or within such longer period specified in the notice, or the defaulting party or Landowner waives its right to cure such alleged default, this Agreement may be terminated by City as to the Developer or Landowner and the property in which the Developer or Landowner owns an interest.

Section 4.2. Annual Review. City shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Developer and Landowner with the terms of this Agreement. Such periodic review by the City Administrator shall be limited in scope to compliance with the terms of this Agreement pursuant to California Government Code section 65865.1. Failure to complete said review within the prescribed period shall be deemed a finding of good faith substantial compliance for that period. Notice of such annual review shall include the statement that any review may result in amendment or termination of this Agreement. A finding by City of good faith compliance by Developer and Landowner with the terms of the Agreement shall conclusively determine said issue up to and including the date of said review. Any party may appeal a determination by the City Administrator to the City Council by filing a written appeal with the Clerk of the City Council within ten (10) days of the determination. The City shall deposit in the mail or fax to Developer and/or Landowner a copy of all staff reports and, to the extent practical, related exhibits concerning contract performance at least seven (7) days prior to such periodic review.

Section 4.3. Estoppel Certificates. City shall at any time upon not less than thirty (30) days prior written notice from Developer, execute, acknowledge and deliver to Developer, lender or investor, an Estoppel Certificate in writing which certifies that this Agreement is in full force, has not been terminated and is enforceable in accordance with its terms.

Section 4.4. Developer Default Limited to Property/Entity; Separate Obligations of Owners. Except as may be specified in Section 4.1, no default hereunder in performance of a covenant or obligation with respect to a particular portion of the Subject Property shall constitute a default applicable to any other portion of the Subject Property, and any remedy arising by reason of such default shall be applicable solely to the portion of property where the default has occurred. Similarly, the obligations of the Developer and Landowners shall be severable and no default hereunder in performance of a covenant or obligation by any one of them shall constitute a default applicable to any other owner who is not affiliated with such defaulting owner, and any remedy arising by reason of such default shall be solely applicable to the defaulting owner and the portion of the Subject Property owned thereby.

Section 4.5. Default by City. In the event City does not accept, review, approve or issue necessary development permits or entitlements for use in a timely fashion as defined by Section 3.3 of this Agreement, or as otherwise agreed to by the parties, or the City otherwise defaults under the terms of this Agreement, City agrees that Developer or Landowner shall not be obligated to proceed with or complete the Project or any phase thereof, nor shall resulting delays in Developer performance constitute grounds for termination or cancellation of this Agreement.

Section 4.6. Cumulative Remedies of Parties. In addition to any other rights or remedies, City, Developer and any Landowner may institute legal or equitable proceedings to cure, correct or remedy any default, to specifically enforce any covenant or agreement herein, to enjoin any threatened or attempted violation of the provisions of this Agreement.

Section 4.7. Forced Delay, Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party or Landowner hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, walkouts, riots, floods, earthquakes, fires, casualties, acts of God, governmental restrictions imposed or mandated by governmental entities other than the City, enactment of conflicting state or federal laws or regulations, new or supplementary environmental regulation enacted by the state or federal government or litigation. Notwithstanding the foregoing sentence, delays incurred in conjunction with the delivery of water or sewer service shall not result in any extensions. An extension of time for such cause shall be granted in writing by City for the period of the forced delay or longer, as may be mutually agreed upon, but in no case shall the cumulative extensions add more than five (5) years to the effective period of this Agreement.

ARTICLE 5

TERMINATION
Section 5.1. Termination Upon Completion of Development. This Agreement shall terminate upon the expiration of the term or when the Subject Property has been fully developed and all of the Developer's obligations in connection therewith are satisfied as determined by the City. Upon termination of this Agreement, the City shall record a notice of such termination in a form satisfactory to the City Attorney that the Agreement has been terminated. This Agreement shall automatically terminate and be of no further force or effect as to any single-family residence, any other residential dwelling unit(s) or parcel upon which such residence is located, when it has been approved by the City for occupancy.

Section 5.2. Effect Upon Termination on Developer Obligations. Termination of this Agreement as to the Developer of the Subject Property or any portion thereof shall not affect any of the Developer's obligations to comply with the City General Plan and the terms and conditions of any applicable zoning, or subdivision map or other land use entitlements approved with respect to the Subject Property, any other covenants or any other development requirements specified in this Agreement to continue after the termination of this Agreement, or obligations to pay assessments, liens, fees or taxes.

Section 5.3. Effect Upon Termination on City. Upon any termination of this Agreement as to the Developer of the Subject Property, or any portion thereof, the

entitlements, conditions of development, limitations on fees and all other terms and conditions of this Agreement shall no longer be vested hereby with respect to the property affected by such termination (provided vesting of such entitlements, conditions or fees may then be established for such property pursuant to then existing planning and zoning law) and the City shall no longer be limited, by this Agreement, to make any changes or modifications to such entitlements, conditions or fees applicable to such property.

ARTICLE 6

STANDARD PROVISIONS
Section 6.1. Notices. Notices, demands, correspondence and other communication to City and Developer shall be deemed given if dispatched by prepaid first-class mail to the principal offices of the parties as designated in Section 1.6. Notice to the City shall be to the attention of both the City Attorney and the City Administrator. Notices to subsequent Landowners shall be required to be given by the City only for those Landowners who have given the City written notice of their address for such notices. The parties hereto may, from time to time, advise the other of new addresses for such notices, demands or correspondence.

Section 6.2. Recordation of Agreement. Within ten (10) days of the City Council entering into this Agreement, the Clerk of the City Council shall record this Agreement.

Section 6.3. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California.

Section 6.4. Invalidity of Agreement/Severability. If this Agreement in its entirety is determined by a court to be invalid or unenforceable, this Agreement shall automatically terminate as of the date of final entry of judgment. If any provision of this Agreement shall be determined by a court to be invalid and unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, which becomes effective after the Effective Date, the remaining provisions shall continue in full force and effect.

Section 6.5. Third Party Legal Challenge.
(a) Indemnification. In the event any legal action or special proceeding is commenced by any person or entity other than a party or a Landowner, challenging this Agreement or any provision herein, Developer agrees to defend, indemnify, and hold harmless the City and its agents, officers, and employees from any claim, action, or proceeding against the City or its agents, officers, and employees arising from such approval.

The obligation of Developer to defend, indemnify, and hold harmless arises only if the City notifies Developer of any claim, action, or proceeding within a reasonable time after the City knows of the claim, action, or proceeding.
(b) Developer shall, upon written request of the City, prepare a defense for the City at Developer’s sole expense. Alternatively, the City, at the City’s sole discretion, may prepare its own defense, with Developer paying the reasonable costs of the

City’s defense. Such costs shall include attorney fees and other related costs of defense, including without limitation, travel, postage, photocopies, and City staff costs. (c) Developer shall not be required to pay, or perform under the terms of, any settlement unless the settlement is approved in advance by the Developer. The City must approve any settlement affecting the rights and obligations of the City. (d) In all cases, regardless of whether the City or the Developer defends the City, the Developer shall indemnify the City for any judgment, order, or settlement rendered as a result of any claim, action, or proceeding arising from the approval. (e) At no time shall Developer file any complaint, cross complaint, or any offensive pleadings in an action arising out of the City’s approval without first obtaining the City’s written approval.

Developer shall pay to the City, within thirty calendar days upon written demand, any amount owed to the City as a result of the City incurring costs or expenses due to its defense under the terms of this sub-section.

Section 6.6. Covenant of Good Faith and Fair Dealing. Time is of the essence in achieving agreement on the form and substance of all documents, their execution, implementation actions including the grant of approvals and permits, formation of special districts, design, construction and operation of infrastructure, provision of services, and accomplishment of all further undertakings by all parties as contemplated by this Agreement. Implicit in this Agreement are all the covenants of good faith and fair dealing recognized under California law. All parties pledge and agree to use their best efforts to reach accord with respect to all details required to effect the intentions evidenced by this Agreement.

Section 6.7. Cooperation in Project Implementation. The City further agrees to cooperate in the implementation of the Project. Cooperation is defined as the timely review, permitting and inspection of all on-site and off-site buildings, improvements, and finalized construction and maintenance of public facilities as provided in Article 3 this Agreement.

Section 6.8. Standard Terms and Conditions.
(a) Venue. Venue for all legal proceedings shall be in the Superior Court for the County of Madera.
(b) Waiver. A waiver by any party of any breach of any term, covenant or condition herein contained or a waiver of any right or remedy of such party available hereunder at law or in equity shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained or of any continued or subsequent right to the same right or remedy. No party shall be deemed to have made any such waiver unless it is in writing and signed by the party so waiving. (c) Completeness of Instrument. This Agreement, together with its specific references and attachments, constitutes all of the agreements, understandings, representations, conditions, warranties and covenants made by and between the parties

hereto. Unless set forth herein, neither party shall be liable for any representations made express or implied.
(d) Supersedes Prior Agreements. It is the intention of the parties hereto that this Agreement shall supersede any prior agreements, discussions, commitments, representations or agreements, written or oral, between the parties hereto. (e) Captions. The captions of this Agreement are for convenience in reference only and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.
(f) Number and Gender. In this Agreement, the neutral gender includes the feminine and masculine, and the singular includes the plural, the word “person” includes corporations, partnerships, firms or associations, wherever the context so requires. (g) Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory as used in this Agreement. “May” is permissive as used in this Agreement. (h) Term Includes Extensions. All references to the term of this Agreement or the Agreement Term shall include any extensions of such term. (i) Successors and Assigns. All representations, covenants and warranties specifically set forth in this Agreement, by or on behalf of, or for the benefit of any or all of the parties hereto, shall be binding upon and inure to the benefit of such party, its successors and assigns.
(j) Modifications. No modification or waiver of any provisions of this Agreement or its attachments shall be effective unless such waiver or modification is in writing, signed by all parties, and then shall be effective only for the period and on the condition, and for the specific instance for which given. (k) Counterparts. This Agreement may be executed simultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.
(l) Other Documents. The parties agree that they shall cooperate in good faith to accomplish the object of this Agreement and to that end, agree to execute and deliver such other and further instruments and documents as may be necessary and convenient to the fulfillment of these purposes.
(m) Partial Invalidity. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provision and/or provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(n) Controlling Law. The validity, interpretation and performance of this Agreement shall be controlled by and construed under the laws of the State of California.
(o) Time is of the Essence. Time is of the essence of this Agreement and each covenant and term a condition herein.
(p) Authority. All parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names, titles and capacities herein stated and on behalf of any entities, persons, estates or firms represented or purported to be represented by such entity(s), person(s), estate(s) or firm(s) and that all formal requirements necessary or required by any state and/or federal law in order to enter into this Agreement have been fully complied with. Further, by entering into this Agreement, neither party hereto shall have breached the terms or conditions of any other contract or agreement to which such party is obligated, which such breach would have a material effect hereon.
(q) Document Preparation. This Agreement will not be construed against the party preparing it, but will be construed as if prepared by all parties. (r) Advice of Legal Counsel. Each party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement.
(s) Attorneys Fees and Costs. If any action at law or in equity, including an action for declaratory relief or any arbitration, is brought to enforce or interpret provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs, which may be set by the Court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such party may be entitled. (t) Time Periods. All time periods are measured as calendar days, unless a different intent is clearly stated.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year set forth below, as authorized by Ordinance No. of the Council.

Date: , 2022
CITY:

CITY OF CHOWCHILLA,
a Municipal Corporation
By:

John Chavez, Mayor of the City of Chowchilla
ATTEST:

Joann McClendon, City Clerk
APPROVED AS TO CONTENT:

Community and Economic Development Department
By:

Mark Hamilton, Director of Community and Economic Development APPROVED AS TO FORM:

By:

Mary Lerner, City Attorney
DEVELOPER:

TH Holdings, LLC
By:
______________, its

Exhibit A – APN Map

Exhibit B – Vesting Tentative Subdivision Map

Exhibit C – Conditions of Approval – PC Resolution No. 07-06

REPORT TO THE CITY COUNCIL
Item 3.4

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THE AGENDA
Meeting of: September 27, 2022
AGENDA SECTION: Consent
SUBJECT: Consideration of a Resolution for Declaration of Surplus Property PREPARED BY: Joe Roman, Deputy Director of Public Works APPROVED BY: Jason Rogers, Director of Public Works
ATTACHMENTS: Resolution

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

Staff recommends the City Council adopt a resolution authorizing the disposal of surplus City property and authorize staff to dispose of that certain property by sale at local (Madera) auction and declaring that Staff may add additional small and low value items for disposal at auction, not to exceed $500.00 in value, as identified prior to sale including, but not limited to, office desks, office furniture, outdated computers and unserviceable radios.

BACKGROUND:

Under City of Chowchilla Municipal Code Section 4.04.050, the City has the authority to sell or otherwise dispose of all commodities and equipment which cannot be used by any department or which have become unsuitable for City use. Disposition may include abandonment, destruction or donation to public bodies, charitable, civic or nonprofit organizations and may include City property which has no commercial value or for which the estimated cost of continued care, handling, maintenance, or storage would exceed the estimated proceeds of sale. Further, these assets have fully depreciated and have no residual value. Sales procedures may include negotiated sales, acceptance of sealed bids, or public auction.

The subject City property to be disposed includes:
• Ford Explorer – Blown transmission, over 100K miles (Vin #1FM5K8AT6GGA29006 / Unit 16-51) • Ford Explorer – Blown motor, over 100K miles (Vin #1FM5K8AR0HGC07403 / Unit 17-55) • Ford Explorer – Blown motor, over 100k miles (Vin#1FM5K8AR9HGC0742 / Unit 17-49) • Ford E450 Bus – Oldest bus in the fleet and not worth repairing due to age of the vehicle. (Vin # 1FDFE4FS1BDA37240 / Unit 20-11)
• Sewer Line Cleaner Trailer – old sewer line cleaner no longer our back up, it’s outdated. (Ser. #36- 3/SL6 / Unit 80-78)
• Miscellaneous – old outdated small equipment. Such as computer equipment, pumps, file cabinets, desk, etc.
• 11th lift station 1968 Ford auxiliary gas motor back up – has never been used. It was replaced with a more modern electric standby motor.

As City equipment and vehicles become unusable we typically declare them as surplus which allows the City to then dispose of such. The City last disposed of declared surplus items in March 2021. The City typically combines these items with an annual auction in Madera conducted by Mulrooney Auction Company and have disposed of our surplus through their regularly scheduled auctions.

Though there is some cost to dispose of items this way, the City has netted better returns than when trying to dispose of these items itself. Through the use of the auction company, they do the advertising and will draw in buyers to get a premium price for these types of items. City staff needs only to deliver the items to their designated auction site in Madera. The next auction is scheduled for October 22, 2022.

REASON FOR RECOMMENDATION:

Disposal of City surplus property with maximum return on surplus items rather than disposing of items at landfill or recyclers.

FISCAL IMPACT:

No negative impact. There will be some out of pocket expenses to transport vehicles to sale site. City staff will palletize smaller items then transport pallets to sale site. Sale will generate some income to City by selling items the City can no longer use.

ALTERNATIVES:

Continue to store items at corporation yard and value of items continues to decrease or dispose of items at landfill or recycler which will generate little if any income to the City.

ACTIONS FOLLOWING APPROVAL:

City staff will dispose of the surplus property through various procedures that may include negotiated sales, acceptance of sealed bids, or public auction.

COUNCIL RESOLUTION # - 22

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA

TO DECLARE CERTAIN UNUSED CITY PROPERTY AS SURPLUS AND AUTHORIZE STAFF TO

DISPOSE OF BY SALE AT AUCTION
WHEREAS, the City of Chowchilla (City) owns and operates equipment and vehicles; and WHEREAS, the City has other small and low value items including, but not limited to, office desks, office furniture, outdated computers and unserviceable radios; and WHEREAS, staff has designated the property in Exhibit A as no longer necessary, useful or suitable for municipal purposes; and
WHEREAS, Chowchilla Municipal Code Chapter 4.04.050 specifies the terms and conditions for the disposition of surplus City property; and
WHEREAS, the City desires to surplus the property.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. The above recitals are true and correct.

2. Declares the identified vehicles and equipment surplus.

3. Authorizes City staff to transport vehicles and equipment to the Madera Auction site.

4. Authorizes City staff to add additional small and low value items for disposal at auction not to exceed $500.00 in value.

5. Authorizes City staff to enter into agreement with Mulrooney Auction Company to sale surplus items at their upcoming Madera auction.

6. This resolution is effective immediately upon adoption.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 27th day of September, 2022 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor John Chavez
ATTEST:

Joann McClendon, CMC
City Clerk

EXHIBIT A
UNIT # YEAR MAKE MODEL DEPARTMENT VIN/Serial
16-51 2016 Ford Explorer Police 1FM5K8AT6GGA29006
17-55 2017 Ford Explorer Police 1FM5K8AR0HGC07403
17-49 2017 Ford Explorer Police 1FM5K8AR9HGC07402
20-11 2011 Ford E450 Transit 1FDFE4FS1BDA37242
Myers
Sewer
Trailer
N/A FS Myers
Company
Small
Equipment
Public Works 36-3SL6
N/A 1968 Ford Auxiliary
motor
Public Works 11th Street Lift Station
N/A Various Miscellaneous Small
Equipment
Various N/A

REPORT TO THE CITY COUNCIL &
Redevelopment Successor Agency
Item 6.1

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THE AGENDA
Meeting of: September 27, 2022
AGENDA SECTION: New Business
SUBJECT: Consideration and Approval of a Redevelopment Successor Agency Resolution Recommending to the Madera County Oversight Board Approval of the Disposition of APM 002-250-053; and, Authorizing the Executive Director to Execute the Same
PREPARED BY: Mark Hamilton, Director of Community & Economic Development ATTACHMENTS: 1. Resolution

2. Disclosures Regarding Real Estate Agency Relationship

REVIEWED BY
FINANCE ☒ REVIEWED BYCITY ATTORNEY ☒ REVIEWED BY EXECUTIVE DIRECTOR ☒ RECOMMENDATION:

That the Successor Agency of the Chowchilla Redevelopment Agency (Chowchilla Successor Agency) recommend to the Madera County Oversight Board approval of the Disposition of APN 002-250-053, entering into escrow with George & Danny Tristao, and authorize the Executive Director, or designee to execute same BACKGROUND:

The Successor Agency of the Chowchilla Redevelopment Agency and its former Oversight board adopted a Long-Range Property Management Plan (LRPMP) in accordance with State law. The LRPMP was approved by the State of California Department of Finance on March 21, 2014. Subsequent to the adoption of the LRPMP, the Former Redevelopment Agency transferred the property to the City for Liquidation.

Upon close of escrow, the proceeds of the sale will be distributed to various school districts and other governmental agencies.

The property in question was originally identified in the LRPMP to have a current value of $394,200 on 09/30/2014. The property was originally purchased by Redevelopment in 2006 for approximately $262,800. The Successor Agency of the Chowchilla Redevelopment Agency was permitted to retain and liquidate the property by listing the same for sale for the appraised value, minus escrow costs. Since the LRPMP was approved, the original buyer was unable to close escrow. The property was re-listed on the market for sale and disposition and multiple offers were received from various interested parties. However, many of the offers were below the current market value or the offeror had no intention to develop.

Staff recommends the Successor Agency consider the current offer received by the City’s real estate agent.

The offer (attached) is for One Million Two Hundred Thousand Dollars and Zero Cents ($1,200,000), with the buyer requesting an escrow period of 549 days (approximately 18 months) to allow for the completion of the entitlement process (Design, Use Permit, CEQA, and Building Permit). The extended escrow timeframe is quite common for industrial type projects. Staff experienced this length of time to close escrow recently with a larger industrial development project and other Successor Agencies have considered similar escrow periods.

ENVIRONMENTAL REVIEW ANALYSIS:

Sale of the Property by the Successor Agency is not a project for purposes of the California Environmental Quality Act (Pub. Res. Code Section 21000 et seq.) ("CEQA") and the CEQA Guidelines (14 Cal Code Regs 15000 et seq.). In light of the "as-is" nature of the sale under the Sale Agreement, the action will not result in direct or indirect physical changes in the environment.

FISCAL IMPACT:

The sale of the Property, as set forth in the disclosure agreement is $1,200,000. Pursuant to the LRPMP, the proceeds from the sale of the Property will be retained and used by the Oversight Board for enforceable obligations.

The offer outlined in the offer is:

1. Cash Offer of $1,200,000.

2. Deposit of $50,000 (non-refundable).

3. 90 Day due-diligence period extension requests:
a. $10,000 per request.
b. Amount deposited into escrow.

4. Escrow period: 549 Days.

ALTERNATIVES:

1. Deny recommendation to the Oversight Board.

2. Direct staff to work with the Real Estate Agent and Buyer to make specific changes to the offer prior to bringing it back to the Successor Agency for reconsideration.

ACTIONS FOLLOWING APPROVAL:

If approved, staff will contact the Oversight Board for consideration and approval of the disposition to be placed on the next regularly scheduled Oversight Board meeting agenda. .

REDEVELOPMENT SUCCESSOR AGENCY RESOLUTION # -22

A RESOLUTION OF THE REDEVELOPMENT SUCCESSOR AGENCY OF THE CITY OF

CHOWCHILLA, CALIFORNIA RECOMMENDING TO THE MADERA COUNTY OVERSIGHT BOARD APPROVAL OF THE DISPOSITION OF APN 002-250-053; AND AUTHORIZING THE EXECUTIVE

DIRECTOR TO EXECUTE THE SAME
BE IT RESOLVED by the City Council of the City of Chowchilla as follows:

Section 1. WHEREAS:

The former City of Chowchilla Redevelopment Agency (“Agency”) was a community redevelopment agency organized and existing under the California Redevelopment Law, and which was dissolved by operation of State law as of February 1, 2012; and
The Dissolution Law (Health & Safety Code Section 34170 et seq.) created the City of Chowchilla Successor Agency (“Successor Agency”) and the Successor Agency is required to, among other things, oversee the management and disposition of all real property assets of the Agency; and The Successor Agency was required to prepare a Long-Range Property Management Plan (“LRPMP”) to address the disposition and use of all real property assets of the former Agency, and to submit an Oversight Board-approved LRPMP to the Department of Finance (Health & Safety Code §34191.4); and The County of Madera Oversight Board (“Oversight Board”) and Department of Finance have approved the Successor Agency’s LRPMP; and
Among the properties owned by the Successor Agency and listed for sale in the LRPMP is that certain real property located on Chowchilla Boulevard, Chowchilla, CA 93610, identified as Assessor Parcel Number 002-250-053 (the “Property”); and
A signed Vacant Land Purchase Agreement and related documents regarding the disposition of property was received from George Tristao and Danny Tristao (“Buyer”), offering to purchase the Property for current market value; and
The Successor Agency desires to sell to Buyer, and Buyer desires to purchase from the Successor Agency, the Property on the terms and conditions set forth in the Purchase and Sale Agreement attached hereto; and
The sale of the Property is exempt from the California Environmental Quality Act pursuant to Section 15061(b)(3) of the CEQA Guidelines, as it can be seen with certainty that the transfer of the subject Property will not have a significant effect on the environment.

Section 2. THEREFORE, IT IS RESOLVED by the Successor Agency of the Madera County Oversight Board hereby finds, determines and declares the following:

That based upon staff reports and other matters presented during consideration of this matter, the City of Chowchilla Successor Agency finds and declares the foregoing recitals to be true and correct, and are expressly incorporated as a material part of this Resolution.

The Successor Agency recommends the Madera County Oversight Board approve the disposition of the property and authorize the Executive Director, or designee to sign the Vacant Land Purchase Agreement and Related Documents allowing for escrow to open.

Pursuant to Health and Safety Code Section 34180(j), Executive Director of the Successor Agency is hereby authorized and directed to transmit the executed Vacant Land and Purchase Agreement to the Successor Agency, the County Administrative Officer, and the County Auditor-Controller.

The Successor Agency is hereby authorized and directed to do any and all things which may be necessary or advisable to effectuate this Resolution and any such actions previously taken are hereby ratified.

This Resolution shall be effective in accordance with California Health and Safety Code Section 34179(h).

PASSED AND ADOPTED by the Redevelopment Successor Agency of the City of Chowchilla this 27th day of September, 2022 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor John Chair
ATTEST:

Joann McClendon, CMC
Board Clerk

REPORT TO THE CITY COUNCIL
Item 6.2

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THE AGENDA
Meeting of: September 27, 2022
AGENDA SECTION: New Business
SUBJECT: Resolution Approving Final Map for Lone Oak Subdivision No. 22-0010 PREPARED BY: Annalisa Perea, AICP, Contract City Planner Mark Hamilton, Director of Community & Economic Development ATTACHMENTS: 1. Resolution

2. Conditions of Approval

3. Final Map No. 22-0010

REVIEWED BY
DIRECTOR ☒ REVIEWED BYCITY ATTORNEY ☒ REVIEWED BY ADMINISTRATOR ☒ RECOMMENDATION:

That the City Council adopts a resolution approving the Final Map for Subdivision No. 22-0010, Lone Oak Subdivision.

BACKGROUND:

On November 28, 2018, and March 26, 2019, respectively, the Planning Commission and the City Council approved Tentative Tract Map No. 17-0006, submitted by Hawkins & Associates Engineering, for the property in the western area of the City. The Tentative Map, previously known as “Session TSM,” consisted of property designated for single-family residential use, specifically, 203 single-family residential lots and 2 out-lots which will be neighborhood pocket parks. In the time since approval of the Tentative Map, the Applicant has submitted the Final Map, improvement plans, and required technical documents for the subdivision. The Final Map is included as Attachment 2 for reference. The final map has been reviewed and was deemed technically correct by City Staff in September 2022. The improvement plans are currently in the process of being reviewed and approved by City staff.

At this time, the Applicant has requested that the City Council consider approval of the Final Map. In order for the Final Map to be approved and subsequently recorded, the Applicant was required to enter into a Development Agreement (DA) with the City which was originally approved along with the Tentative Map by the Chowchilla City Council on March 26, 2019. The Applicant is required to adhere to requirements contained within that DA. No certificates of occupancy for homes within the subdivision will be granted until all required improvements and strict adherence to additional terms within the DA are substantially complete as determined by the City Engineer.

The proposed final map presented this evening is ‘substantially compliant’ with the original design.

However, the design was modified from the originally in the following ways: 1. reduction of CMU Wall length, the streets are connected, and 3. The number of lots was increased to 203 from 200. These three (3) modifications achieved the following: 1. Reduction of initial construction costs, 2. Increase in profitability, and 3. Created a more walkable environment.

REASON FOR RECOMMENDATION:

The final map is in substantial conformance to the approved tentative map and complies with necessary requirements of the City’s General Plan.

FISCAL IMPACT:

None.

ALTERNATIVES:

1. Deny Final Map 22-0010.

2. Continue the Item to the next available City Council Meeting.

3. Send the Item back to the Planning Commission for consideration.

4. Direct staff to work with the Applicant to make specific changes to the Final Map Application prior to bringing it back to the City Council for reconsideration.

ACTIONS FOLLOWING APPROVAL:

City staff will execute the map and deliver to the County Record’s office.

COUNCIL RESOLUTION # -22

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA APPROVING THE FINAL MAP FOR SUBDIVISION NO. 22-0010, LONE OAK WHEREAS, Tentative Tract Map No. 17-0006 was approved by the Planning Commission on November 28, 2018 and by the City Council on March 26, 2019; and, WHEREAS, a Final Map application has been submitted by Hawkins & Associates Engineering for the Lone Oak Subdivision No. 22-0010 in Chowchilla, CA; and, WHEREAS, the City Council has considered the application for the Final Map for Subdivision No. 22-0010 under the Subdivision Map Act, Subdivision Ordinance of the City of Chowchilla, and proofs and evidence offered including recommendation by the City Engineer, City Surveyor, the City Planner, and the City Planning Commission; and, WHEREAS, the City Council has found that the proposed subdivision together with the provisions for its design and improvement, is consistent with the approved Tentative Map and the General Plan of the City of Chowchilla.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines, and declares the following:

1. The recitals above are true and correct.

2. The Final Map for Subdivision No. 22-0010, consisting of six (6) sheets, a copy of which is on file with the City Clerk, is hereby approved and the City Clerk is authorized and directed to provide for the recording of said Final Map subject to requirements set forth in the Development Agreement.

3. The offers of dedication for public use of parcels of land and easements made on the Final Map are hereby accepted on behalf of the public.

PASSED and ADOPTED by the City Council of the City of Chowchilla this 27th day of September, 2022 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:
________________________
Mayor John Chavez
ATTEST:
_______________________
Joann McClendon, CMC
City Clerk

REPORT TO THE CITY COUNCIL
Item 6.3

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THE AGENDA
Meeting of: September 27, 2022
AGENDA SECTION: New Business
SUBJECT: Adoption of a Resolution Awarding the Police Department Domestic Water Piping Retrofit Project to Diede Construction, Inc. in the Amount of $510,000.00, Authorizing the City Administrator or Designee to Execute all Related documents Thereto and Amending the Fiscal Year 2022/23 City Budget
APPROVED BY: Jason Rogers, Director of Public Works
ATTACHMENTS: Resolution, Agreement

REVIEWED BY
ADMINISTRATOR ☒ REVIEWED BYATTORNEY ☒ REVIEWED BY FINANCE ☒ RECOMMENDATION:

That City Council approve a resolution to authorize the City Administrator or designee to execute an agreement with Diede Construction, Inc. for the Police Department Domestic Water Piping Retrofit Project and amend the City of Chowchilla Fiscal Year (FY) 2022/23 Budget.

BACKGROUND:

The City of Chowchilla’s Police Department has experienced numerous plumbing issues and failures related to the age and condition of the water pipe plumbing throughout the building. These issues have led to numerous water leaks throughout the building. While staff has addressed these issues with temporary fixes, staff determined that there was a clear need to repair/replace the aging plumbing system serving the Police Department due to the threat to health and safety of the building’s occupants and the potential to damage essential emergency services equipment, which would impair public safety services.

On August 15, 2022, the City advertised for bids from qualified building contractors to retrofit the existing water piping at the police department. This project will include the installation of new hot and cold domestic water supply piping, replacement of water heater, installation of hot water piping to the holding cells, installation of isolation shut-off valves, and new water efficient fixtures.

On Thursday, September 15, 2022 at 3:00 PM, the bid period was closed at which time one (1) bid was received from Diede Construction, Inc.

REASON FOR RECOMMENDATION:

After reviewing the bids from the bid opening, Diede Construction, Inc. was determined to be a responsive bidder with a bid amount of $510,000.00. Diede met the bid document requirements and is currently constructing the City’s Fire Station Expansion Project. No issues were discovered during the reference check or during their current work with the City. As a result, staff recommends that Diede Construction, Inc. be awarded the contract for the work.

FISCAL IMPACT:

A total of $300,000.00 of funding for this project is currently budgeted in the FY 2022/23 City Budget and comes from the following funds:

DESCRIPTION AMOUNT
Measure N- Building & Improvements $300,000.00
TOTAL $300,000.00
As a result, the current Council approved budget for this project is approximately $210,000.00 short and will need to be amended in order to move forward with the project. After discussion with the City Administrator and Finance Director, we determined that a transfer out to the General Fund from Measure N was necessary to maintain the asset for PD.

DESCRIPTION AMOUNT
Measure N- Transfer Out $510,000.00
Transfer In- General Fund $510,000.00
Increase PD Building & Improvements $510,000.00
ALTERNATIVES:

Not to accept the bid results.

ACTIONS FOLLOWING APPROVAL:

1. The resolution and budget amendments will be sent to the Finance Department for inclusion into the FY 22/23 Budget.

2. Diede Construction, Inc. will be awarded the bid.

COUNCIL RESOLUTION # - 21

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHOWCHILLA, CALIFORNIA

AWARDING THE POLICE DEPARTMENT DOMESTIC WATER PIPING RETROFIT PROJECT TO DIEDE CONSTRUCTION, INC. IN THE AMOUNT OF $510,000.00, AUTHORIZING THE CITY

ADMINISTRATOR OR DESIGNEE TO EXECUTE ALL RELATED DOCUMENTS THERETO AND AMENDING THE FISCAL YEAR 2022/23 CITY BUDGET
WHEREAS, the City of Chowchilla does not currently have a contractor for the Police Department Domestic Water Piping Retrofit Project; and
WHEREAS, the City of Chowchilla prepared a request for bids for qualified building contractors to construct the improvements at the police department located in Chowchilla, California; and WHEREAS, one (1) bid was received; and
WHEREAS, Diede Construction, Inc. submitted the lowest responsible and responsive bid; and WHEREAS, on June 28, 2022, the Chowchilla City Council adopted fiscal year 2022-2023 Operating and Capital Budget with Resolution #52-22; and WHEREAS, per Resolution #70-16, Item #5 and Item #6 states, authority to increase appropriations within a fund by an amount not to exceed $50,000 shall rest with the City Administrator and Authority to transfer appropriations between funds will be represented by resolutions duly approved by the City Council, and
WHEREAS, the budget transfers between funds and the budget amendment exceeds $50,000 and requires City Council approval, and
WHEREAS, Expenditure and transfer accounts will need to be amended within the Project budget, Measure N and General Fund budgets in the amount of $210,000 for the Police Department Domestic Water Piping Retrofit Project; and
WHEREAS, an adequate fund balance is available in said Funds to allow for said increase of appropriations;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chowchilla hereby finds, determines and declares the following:

1. The above recitals are true and correct.

2. Award the Police Department Domestic Water Piping Retrofit Project to Diede Construction, Inc. in the amount of $510,000.00.

3. Authorizes the City Administrator or designee to execute all documents necessary to complete the service on behalf of the City of Chowchilla.

4. The Finance Director is authorized to make such other revisions, individual appropriation line-items, changes in summaries, fund totals, grand totals, and other portions of the budget document as necessary to reflect and implement the changes specified in this resolution including the following amendments:
a. 100-2610-6300: Building & Improvements – Increase $510,000 b. 100-2610-7340: Transfer In Measure N – Increase $510,000 c. 340-2610-5100: Transfer Out- Increase $510,000

5. This resolution is effective immediately upon adoption.

PASSED AND ADOPTED by the City Council of the City of Chowchilla this 27th day of September, 2022 by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

Mayor John Chavez
ATTEST:

Joann McClendon, CMC
City Clerk

CONTRACT AGREEMENT

BETWEEN

THE CITY OF CHOWCHILLA
AND
DIEDE CONSTRUCTION, INC.

This Agreement for Construction Services (“Agreement”), is made and entered into this 27th day of September, 2022, by and between the City of Chowchilla, a California general municipal corporation organized under the laws of the State of California with its principal place of business at 130 S Second Street, Chowchilla, California (“City”) and_Diede Construction, Inc., a California corporation (“Contractor”).

SECTION 1. RECITALS
A. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

B. Contractor is a professional contractor, experienced in providing pavement rehabilitation and overlay services and is familiar with the plans of the City.

C. City desires to engage Contractor to construct public improvements associated with the

CHOWCHILLA POLICE DEPARTMENT WATER PIPE REHABILITATION PROJECT as set forth herein.

D. Contractor has obtained, and delivers concurrently herewith, APPLICABLE

PERFORMANCE BOND, PAYMENT BOND, INSURANCE DOCUMENTS AND OTHER CERTIFICATIONS as required by the Contract.

SECTION 2. INCORPORATION OF DOCUMENTS
This Contract includes, and hereby incorporates in full by reference, the following documents, including all exhibits, drawings, specifications, and documents therein, and attachments and addenda thereto: BID DOCUMENTS FOR THE CHOWCHILLA POLICE DEPARTMENT

WATER PIPE REHABILITATION PROJECT, INCLUDING, BUT NOT LIMITED TO, THE NOTICE INVITING BIDS AND CONTRACTOR’S BID PROPOSAL.

SECTION 3. SCOPE OF WORK
A. Contractor’s Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to complete the Project, including all structures and facilities, fully and adequately necessary for the Project or described in the Contract (hereinafter the "Work" or "Project"), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the documents referenced in Section 2 and the terms of this Contract.

B. Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work, shall not be paid for or accepted unless such change, addition 130 S Second Street, Chowchilla, CA 93610
Telephone: (559) 665-8615 www.CityOfChowchilla.org
or deletion is approved in advance and in writing by a valid change order executed by the City.

SECTION 4. PERIOD OF PERFORMANCE AND LIQUIDATED DAMAGES Contractor shall perform and complete all Work under this Contract within SIXTY (60) WORKING DAYS, beginning the effective date of the Notice to Proceed ("Contract Time"). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged, and agreed that the City will suffer damage. Since it is impractical and infeasible to determine the amount of actual damage, it is agreed that the Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of One Thousand Dollars and Zero Cents ($1,000.00) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.

SECTION 5. STANDARD OF PERFORMANCE
Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees, and its subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, and that such licenses and approvals shall be maintained throughout the term of this Contract. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed on the Work.

SECTION 6. CONTROL AND PAYMENT OF SUBORDINATES;

CONTRACTUAL RELATIONSHIP
City retains Contractor on an independent contractor basis and Contractor is not an employee of City. The Parties agree that Contractor is free from the control and direction of City in connection with Contractor’s performance of the Work. Contractor is hereby retained to provide the specified Work to City, which is outside the usual course of City’s business. Contractor certifies that it is customarily engaged in an independently established trade, occupation, or business to provide the Work required by this Contract. Any personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control.

Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance.

SECTION 7. CITY’S BASIC OBLIGATION
City agrees to engage, and does hereby engage, Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by the Contractor of the work and obligations required by this Contract, the compensation referenced in Section 8 in accordance with compensation provisions set forth in the Contract.

SECTION 8. COMPENSATION AND PAYMENT
A. Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of Five Hundred Ten Thousand Dollars and Zero Cents ($510,000.00) ("Total Contract Price") provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City.

B. Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor monthly as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. No progress payments will be made for Work not completed in accordance with this Contract.

SECTION 9. CONTRACT RETENTIONS
From each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retainage shall be released and paid to the Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

SECTION 10. OTHER RETENTIONS
In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor's obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of the Contractor to maintain or submit on a timely basis, proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by the Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.

SECTION 11. SUBSTITUTIONS FOR CONTRACT RETENTIONS
In accordance with California Public Contract Code Section 22300, the City will permit the substitution of securities for any monies withheld by the City to ensure performance under the Contract. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in California as the escrow agent, and thereafter the City shall then pay such monies to the Contractor as they come due. Upon satisfactory completion of the Contract, the securities shall be returned to the Contractor. For purposes of this Section, and Section 22300 of the Public Contract Code, the term "satisfactory completion of the contract" shall mean the time the City has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. The Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the City.

SECTION 12. PAYMENT TO SUBCONTRACTORS
Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 10262 of the California Public Contract Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract.

SECTION 13. TITLE TO WORK
As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, and free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items.

Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

SECTION 14. DISPUTE RESOLUTION
Any separate demand by Contractor for the payment of money or damages shall be resolved in accordance with Public Contract Code Sections 20104, et seq., if applicable.

SECTION 15. TERMINATION
This Contract may be terminated by City at any time by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to the Contractor in the amount necessary to offset City's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause.

In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials, or other matter prepared or built by Contractor in connection with its performance of this Contract.

SECTION 16. COMPLETION OF WORK
When the Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete.

Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

SECTION 17. CITY’S REPRESENTATIVE
The City hereby designates the Public Works Director, or his or her designee, to act as its representative for the performance of this Contract ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee.

SECTION 18. CONTRACTOR’S REPRESENTATIVE
Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative, who shall be subject to the review and approval of the City ("Contractor's Representative"). Following approval by the City, the Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Contract. The Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the City's written approval.

SECTION 19. CONTRACT INTERPRETATION
Should any question arise regarding the meaning or import of any of the provisions of this Contract, or written or oral instructions from City, the matter shall be referred to City's Representative, whose decision shall be binding upon Contractor.

SECTION 20. LOSS AND DAMAGE
Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. However, Contractor shall be responsible for damage proximately caused by Acts of God, within the meaning of Section 7105 of the Public Contract Code, only to the extent of five percent (5%) of the Total Contract Price as specified herein. In the event of damage proximately caused by "Acts of God," the City may terminate this Contract upon three (3) days advanced written notice.

SECTION 21. INDEMNIFICATION
A. Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense, and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers.

Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents, or volunteers.

B. General Indemnification. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.

SECTION 22. INSURANCE
Prior to the beginning of, and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth herein, Contractor agrees to amend, supplement, or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicable to a given loss, will be available to the City. Contractor shall provide the following types and amounts of insurance:

A. Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross-liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than One Million Dollars ($1,000,000) per occurrence for all covered losses and no less than Two Million Dollars ($2,000,000) general aggregate.

B. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than One Million Dollars ($1,000,000) per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Contractor or Contractor’s employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person.

C. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than One Million Dollars ($1,000,000) per accident or disease.

D. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages.

Any such coverage provided under an umbrella liability policy shall include a drop-down provision providing primary coverage above a maximum Twenty-Five Thousand Dollars ($25,000) selfinsured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits.

Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actual payment by the insured first. There shall be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Best rating of A or better and a minimum financial size VII.

E. General conditions pertaining to provision of insurance coverage by Contractor.

Contractor and City agree to the following with respect to insurance provided by Contractor:
(1) Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contractor also agrees to require all contractors, and subcontractors to do so likewise. (2) No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Consultant’s employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise.
(3) All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement, or any other agreement relating to the City or its operations, limits the application of such insurance coverage.
(4) None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved in writing.
(5) No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or any contractor or subcontractor. (6) All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g., elimination of contractual liability or reduction of discovery period) that may affect City’s protection without City’s prior written consent. (7) Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor’s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. (8) Certificate(s) are to reflect that the insurer will provide thirty (30) days’ notice to City of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. (9) It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to City.
(10) Contractor agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review.
(11) Contractor agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein except as disclosed to and approved by the City and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this Agreement to self-insure its obligations to City. City expressly approves maintenance by the Contractor of a One Hundred Thousand Dollar ($100,000) deductible on its current Professional Liability insurance policy.
(12) For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. (13) Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard.
(15) Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason.

Termination of this obligation is not effective until City executes a written statement to that effect. (16) Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages.
(17) The provisions of any workers’ compensation or similar act will not limit the obligations of Contractor under this Agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents.
(18) Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive.
(19) These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such.
(20) The requirements in this Section supersede all other sections and provisions of this Agreement, except Exhibit “D” “Modifications to Contract Documents”, to the extent that any other section or provision conflicts with or impairs the provisions of this Section. (21) Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
(22) Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.

SECTION 23. BONDS
A. Performance Bond. If specifically requested by City in the Bidding Documents, attached hereto, and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-toexceed compensation indicated in this Agreement, and in a form provided or approved by the City.

If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

B. Payment Bond. If required by law or otherwise specifically requested by City in the Bidding Documents, attached hereto, and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.

C. Bond Provisions. Should, in City's sole opinion, any bond become insufficient, or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within ten (10) days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days’ prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days’ prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.

D. Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a Californiaadmitted surety with a current A.M. Best’s rating no less than A:VIII and satisfactory to the City.

If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

SECTION 24. SAFETY
Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, the Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules, and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

SECTION 25. WARRANTY
Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) Days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at his sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one (1) year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the City may require verifying that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

SECTION 26. LAWS AND REGULATIONS
Each and every provision of law and clause required by law to be inserted into this Contract shall be deemed to be inserted herein and this Contract shall be read and enforced as though it were included herein. Contractor shall keep itself fully informed of and in compliance with all local, state, and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If the Contractor observes that the drawings or specifications are at variance with any law, rule, or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If the Contractor performs any work knowing it to be contrary to such laws, rules, and regulations and without giving written notice to the City, the Contractor shall be solely responsible for all costs arising there from. Contractor shall defend, indemnify, and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules, or regulations.

SECTION 27. PERMITS AND LICENSES
Contractor shall be responsible for securing, at its own expense, and paying for all permits and licenses necessary to perform the Work described herein.

SECTION 28. TRENCHING WORK
If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the Labor Code, including Section 6705. To this end, Contractor shall submit for City's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

SECTION 29. HAZARDOUS MATERIALS AND DIFFERING CONDITIONS As required by Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate.

In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

SECTION 30. UNDERGROUND UTILITY FACILITIES
To the extent required by Section 4215 of the Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities.

SECTION 31. PREVAILING WAGES
This Project is a public work. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), the Davis-Bacon Act of 1931 and 23 USC 113, which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Contractor is further aware that public works projects are subject to compliance monitoring and enforcement by the Department of Industrial Relations.

The rate of prevailing wage for any craft, classification or type of workmanship to be employed on this Project is the rate established by the applicable collective bargaining agreement which rate so provided is hereby adopted by reference and shall be effective for the life of this Agreement or until the Director of the Department of Industrial Relations determines that another rate be adopted. It shall be mandatory upon the Contractor and on any subcontractor to pay not less than the said specified rates to all workers employed in the execution of this Contract. Contractor shall post on site all required job site notices as prescribed by regulation.

SECTION 32. APPRENTICEABLE CRAFTS
When Contractor employs workmen in an apprenticed craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticed occupations shall be with Contractor.

SECTION 33. HOURS OF WORK
Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

SECTION 34. PAYROLL RECORDS
In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours.

SECTION 35. CONTRACTOR’S LABOR CERTIFICATION
By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit "C” and incorporated herein by reference, shall be executed simultaneously with this Contract.

SECTION 36. LABOR AND MATERIAL RELEASES
Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the work governed by this Contract prior to final payment by City.

SECTION 37. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age, or other interests protected by the state or Federal Constitutions. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

SECTION 38. ANTI-TRUST CLAIMS
In entering into this Contract to supply goods, services or materials, the Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract.

This assignment shall be made and become effective at the time the City tender final payment to the Contractor, without further acknowledgment by the parties.

SECTION 39. NOTICES
All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

CITY CONTRACTOR
City of Chowchilla Diede Construction Inc.
130 S Second Street P.O. Box 1007
Chowchilla, CA 93610 Woodbridge, CA 95258
Any notice so given shall be considered received by the other party three (3) days after deposit in the U.S. Mail as stated above and addressed to the party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

SECTION 40. ENTIRE CONTRACT; MODIFICATION
This Agreement, including the attached Exhibits “A” through “D”, the advertised bid documents, associated addenda’s, is the entire, complete, final, and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreement or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of the agreement. No prior statements, representations, or other agreements, whether oral or written, made by any parties which are not embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing duly executed by the parties or their authorized representatives.

SECTION 41. TIME IS OF THE ESSENCE
Time is of the essence in the performance of this Contract.

SECTION 42. ASSIGNMENT FORBIDDEN
Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

SECTION 43. GOVERNING LAW
This Contract shall be governed by the laws of the State of California. Any action or proceeding seeking any relief under or with respect to this Contract shall be brought solely in the Superior Court of the State of California for the County of Madera, subject to transfer of venue under applicable State law.

SECTION 44. COUNTERPARTS
This Contract may be executed in counterparts, each of which shall constitute an original.

SECTION 45. SUCCESSORS
The parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

SECTION 46. SEVERABILITY
If any provision of this Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement.

SECTION 47. ATTORNEYS’ FEES
If either party commences an action against the other party, either legal, administrative, or otherwise, arising out of or in connection with this Contract, the prevailing party in such action shall be entitled to have and recover from the losing party reasonable attorneys' fees and all other costs of such action.

SECTION 48. CLAIMS OF $375,000 OR LESS
Notwithstanding any other provision herein, claims of $375,000 or less shall be resolved pursuant to the alternative dispute resolution procedures set forth in Public Contracts Code 20104, et seq.

SECTION 49. PROHIBITED INTERESTS
A. Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability.

B. Conflict of Interest. For the term of this Contract, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising there from.

SECTION 50. CERTIFICATION OF LICENSE
Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature. / / /
IN WITNESS WHEREOF, each of the parties has caused this Contract to be executed on the day and year first above written.

CITY OF CHOWCHILLA _________________
By: By:
_____________________________ ______________________________ Signature Signature
_Rod Pruett___________________ ______________________________ Name Name
_City Administrator____________ ______________________________ Title Title
Attest: Attest:
_____________________________ _______________________________ Joann McClendon, City Clerk Secretary
_______________________________
Classification of Contractor’s License
_______________________________
Contractor’s License Number