Agenda packet — Cotati City Council, January 11, 2022

AGENDA

JOINT MEETING OF THE COTATI CITY COUNCIL AND THE SUCCESSOR

AGENCY TO THE FORMER COTATI COMMUNITY REDEVELOPMENT AGENCY Tuesday January 11, 2022
6:00 PM REGULAR MEETING
Pursuant to AB 361 (2021), Teleconference Restrictions of the Brown Act Have Been Suspended, as Well as the Requirement to Provide a Physical Location for Members of the Public to Participate in the Meeting.

Cotati City Council and Planning Commission Meetings will be conducted virtually through Zoom Online video conferencing, and will still be available to watch or listen live in the following ways:

1. Using the following online livestream meeting portal link: http://cotaticityca.iqm2.com/citizens/default.aspx;

2. Cable T.V. Broadcast, local channel 28
Members of the public can participate in the meeting online by selecting “Join a Meeting” at Zoom.us. The credentials for joining the meeting are provided below:

Webinar ID: 860 5710 7725
Passcode: 644519
If you do not have the ability to join online, but would like to participate in the meeting, you can call into the meeting using your telephone, by dialing one of the following numbers and entering the meeting credentials:
1 669 900 6833 or +1 346 248 7799 or +1 253 215 8782 or +1 301 715 8592 or +1 312 626 6799 or +1 929 436 2866
Attendees may join the meeting any time after 5:45 pm. Attendees will be muted until they are called upon for Public Comment. To make a public comment, use the “raise hand” icon on your smart device or desktop computer, or dial *9 if you are using just your telephone. Please listen carefully for the Mayor or City Clerk to address you by name (or phone number) and for the audible Zoom notification that you have been unmuted.

Once you begin your public comment, your three minutes will begin.

If you would prefer to submit public comment in writing, please email your comments to [email protected]. If you are commenting on a specific agenda item or items, please state the agenda item number(s) in the subject line of the email. All comments received via email will be provided to the City Council or Planning Commission in writing and included as a part of the record of the meeting.

If you have a disability which requires an accommodation or an alternative format to assist you in observing and commenting on this meeting, please contact the City Clerk, Lauren Berges, at [email protected] or (707) 665- 3622 48 hours in advance to ensure arrangements for accommodation. ###
The Cotati City Council welcomes you to its meetings that are generally scheduled for the 2 nd and 4th Tuesday
of every month. Your interest and participation are encouraged and appreciated.

City Council meeting agendas, minutes and recordings are posted on the City’s Meeting Portal at www.cotaticity.org. For questions about the agenda or to receive the City Council agenda by e-mail, contact the City Clerk at [email protected] or 707-665-3622.

Notice is hereby given that Council may discuss and/or take action on any or all of the items listed on this agenda.

Cotati City Council Agenda January 11, 2022

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Any writings or documents provided to a majority of the Cotati City Council regarding any item on this agenda will be made available for inspection in the online Meeting Portal at www.cotaticity.org and in the City Manager’s office located at 201 West Sierra Avenue, Cotati, California, during the City’s posted business hours.

Disabled Accommodation: Upon request, this agenda will be made available in appropriate formats to persons with disabilities as required by Section 202 of the Americans with Disabilities Act of 1990. Any person with a disability who requires a modification or accommodation in order to participate in a meeting should contact the City Clerk at (707) 665-3622 at least 48 hours in advance of the meeting.

Public Comment (Action items): Public comment on any one agenda item where the City Council will be taking some action is limited to no more than three (3) minutes per person. Action items are typically designated on the agenda title.

Public Comment (Non-Action items): Public comment on non- action agenda items shall be received during the designated portion of the agenda. Comments shall be limited to no more than three (3) minutes for all nonaction agenda items.

Waiver Warning: If you challenge decisions/direction of the City Council of the City of Cotati in court, you may be limited to raising only those issues you or someone else raised at public hearing(s) described in this agenda, or in written correspondence delivered to the City of Cotati at, or prior to, the public hearing(s).

City Council meetings are conducted according to City Council Policy 2021-01: City Council Rules. This policy available for inspection in the online Meeting Portal at www.cotaticity.org and in the City Manager’s office located at 201 West Sierra Avenue, Cotati, California, during the City’s posted business hours.

Persons wishing to address the Council are not required to identify themselves or complete a speaker card; (Gov’t. Code § 54953.3); however, this information assists the Mayor by ensuring that all persons wishing to address the Council are recognized and it assists the City Clerk in preparing the City Council meeting minutes.

1. CALL TO ORDER

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL

RESOLUTIONS AND ORDINANCES INTRODUCED AND/OR ADOPTED

UNDER THIS AGENDA (ACTION)
A. COTATI CITY COUNCIL - REGULAR MEETING - DEC 14, 2021 6:00 PM

5. RECOGNITION
A. RECOGNITION OF OUTGOING MAYOR JOHN C. MOORE

6. ANNOUNCEMENTS
Cotati City Council Agenda January 11, 2022

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A. Meeting Orientation for New Attendees/Viewers. In conformance with the Brown Act and the adopted City Council Rules, the meeting agenda includes items labeled as Action Items, where the City Council will consider the item and citizens are afforded the opportunity to provide comments relevant to the item being discussed. The meeting agenda also includes a Citizens Business item, which is the designated place on the agenda where citizens have the right to say whatever they wish. The City Council may, or may not, choose to respond to comments, as the Government Code allows. However, if the City Council declines to respond, it should not be perceived as giving credence to or agreeing with any statements that the City Council or its members believe are incorrect, misinformed or purposefully biased.

B. Measure S supports police services, a variety of recreation programs for all ages, and the maintenance of our streets, parks, and public buildings. See details on the web at cotaticity.org
C. Citizens interested in receiving City of Cotati community alerts via text or email are encouraged to sign up with Nixle by downloading the mobile app from the IOS or Android app store or by texting your zip code (94931) to 888777.

D. Like always, we love to hear from you, so please feel free to contact the City at 707- 792-4600 or [email protected]. If you have a non-emergency issue after normal business hours, you can contact us at 707-792-4611 and of course if you have an emergency, please contact 9-1-1. Continue to look for updates on the City's website and social media channels available on Facebook, Instagram, Nixle, and Nextdoor.

7. APPROVAL OF FINAL AGENDA (ACTION)

8. CITIZEN BUSINESS AND PUBLIC COMMENT FOR CONSENT CALENDAR ITEMS
Any member of the public wishing to speak to the Council on any item(s) listed on the Consent Calendar or any matter(s) not listed on the agenda that are within the subject matter jurisdiction of the Council may do so at this time. Pursuant to the Brown Act, the Council is not allowed to consider issues or take action on any item not listed on the agenda during this period. Pursuant to City Council Policy 2021-01, comments of any member of the public are normally restricted to a total of three (3) minutes in length per person for matters not on the agenda and a total of three (3) minutes per person in length for any and all items on the Consent Calendar. The Mayor may extend the time limit for a reasonable time where a disability accommodation has been requested.

9. CONSENT CALENDAR (ACTION)
A. ADOPTION OF A RESOLUTION TO CONTINUE CONDUCTING

COUNCIL, COMMISSION, AND COMMITTEE MEETINGS REMOTELY

DUE TO HEALTH AND SAFETY CONCERNS FOR THE PUBLIC
It is recommended that the City Council of the City of Cotati adopt a resolution authorizing virtual city council, commission and committee meetings during a declared state of emergency pursuant to government code 54953 (AB 361) B. ADOPTION OF AN ORDINANCE TO IMPLEMENT SB 1383 (ORGANICS

AND GREENWASTE REQUIREMENTS)
Cotati City Council Agenda January 11, 2022

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It is recommended that the City Council adopt an ordinance to implement the organics and greenwaste requirements required under SB 1383.

C. RENAMING THE MEASURE G OVERSIGHT COMMITTEE TO MEASURE

S OVERSIGHT COMMITTEE
It is recommended that the City Council adopt a resolution renaming the Measure G Citizens' Oversight Committee to the Measure S' Citizens Oversight Committee.

D. CONSIDER APPROVING AN AMENDMENT TO THE GHD, INC.

AGREEMENT FOR THE PREPARATION OF THE QUICK STRIKE

DESIGN AND PROVIDING ADDITIONAL SERVICES FOR COMPLETION

OF ADDITIONAL ENVIRONMENTAL TECHNICAL STUDIES
It is recommended the City Council of the City of Cotati approve by motion Amendment Number 2 to the Quick Strike Project Professional Services Contract with GHD, Inc. for providing additional environmental technical studies, and authorize City Manger to execute said amendment

10. DIRECTION ON FUTURE AGENDA ITEMS

11. REGULAR AGENDA (ACTION)
A. DISCUSSION/ACTION REGARDING FUNDING OF PENSION PLANS AND

FINANCING OF CERTAIN CITY STREET IMPROVEMENTS
It is recommended that the City Council adopt the resolution authorizing the various legal agreements pertaining to the financing of the City’s pension plans and street improvement projects in substantially the form attached.

B. APPOINTMENT OF MEMBER TO THE CONTINUUM OF CARE (COC) BOARD
It is recommended that the City Council appoint Council member John Moore to the Board of the Sonoma County Continuum of Care (CoC) as the representative for Cotati and Rohnert Park, and direct staff to submit an application for voting membership to the CoC.

12. CITY MANAGER'S REPORT

13. CITY COUNCIL MEMBER REPORTS

14. PUBLIC COMMENT ON NON-ACTION AGENDA ITEMS

15. INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED
A. SUPPLEMENTAL INFORMATION RECEIVED AFTER THE AGENDA
WAS POSTED.

It is recommended that the City Council receive supplemental information pertaining Cotati City Council Agenda January 11, 2022

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to this meeting, and which was received after the agenda was posted.

16. ADJOURNMENT
Certification of Posting of the Notice: I declare under penalty of perjury that I am employed by the City of Cotati and that I posted this notice on the City's website, bulletin boards of City Hall, Veterans' Memorial Building and the SMART Train Depot, on or before January 7th, 2022.
/s/ Lauren Berges, City Clerk

MINUTES

JOINT MEETING OF THE COTATI CITY COUNCIL AND THE SUCCESSOR

AGENCY TO THE FORMER COTATI COMMUNITY REDEVELOPMENT AGENCY Tuesday December 14, 2021
6:00 PM REGULAR MEETING

1. CALL TO ORDER

2. ROLL CALL
Attendee Name Title Status
John C. Moore Mayor Remote
Mark Landman Vice Mayor Remote
Susan Harvey Councilmember Remote
Laura Sparks Councilmember Remote
Ben Ford Councilmember Remote
Staff present: City Attorney John Bakker, City Manager Damien O’Bid, City Clerk Lauren Berges, Police Chief Michael Parish, Director of Public Works/City Engineer Craig Scott, Director of Administrative Services Angela Courter, Director of Community Development Noah Housh

3. PLEDGE OF ALLEGIANCE

4. APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL

RESOLUTIONS AND ORDINANCES INTRODUCED AND/OR ADOPTED

UNDER THIS AGENDA (ACTION)
A. COTATI CITY COUNCIL - REGULAR MEETING - NOV 23, 2021 6:00 PM RESULT: ACCEPTED [UNANIMOUS]
MOVER: Susan Harvey, Councilmember
SECONDER: Laura Sparks, Councilmember
AYES: Moore, Landman, Harvey, Sparks, Ford

5. ANNOUNCEMENTS

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Minutes Acceptance: Minutes of Dec 14, 2021 6:00 PM (APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL Cotati City Council Minutes December 14, 2021

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6. APPROVAL OF FINAL AGENDA (ACTION)
No changes

7. CITIZEN BUSINESS AND PUBLIC COMMENT FOR CONSENT CALENDAR ITEMS
No public comment

8. CONSENT CALENDAR (ACTION)
RESULT: ADOPTED [UNANIMOUS]
MOVER: Susan Harvey, Councilmember
SECONDER: Laura Sparks, Councilmember
AYES: Moore, Harvey, Sparks, Ford
ABSENT: Landman
A. ADOPTION OF A RESOLUTION TO CONTINUE CONDUCTING

COUNCIL, COMMISSION, AND COMMITTEE MEETINGS REMOTELY

DUE TO HEALTH AND SAFETY CONCERNS FOR THE PUBLIC

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Minutes Acceptance: Minutes of Dec 14, 2021 6:00 PM (APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL Cotati City Council Minutes December 14, 2021

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B. CONSIDERATION OF PROFESSIONAL SERVICES AGREEMENT TO

PREPARE THE FIVE YEAR STREET CAPITAL IMPROVEMENT

PROGRAM UPDATE
C. USE OF TAX EXEMPT FUNDS TO REIMBURSE WEST SIDE STREET

PROJECT IMPROVEMENTS
D. APPROVAL OF $250,000 IN AFFORDABLE HOUSING FUNDS TO

SUPPORT THE BURBANK HOUSING ACQUISITION AND RENOVATION
OF THE 28-UNIT WINDWOOD APARTMENT COMPLEX AND

PRESERVING THESE HOMES AS AFFORDABLE HOUSING
E. RECEIVE AND FILE THE FISCAL YEAR 2020/21 AUDITED ANNUAL

COMPREHENSIVE FINANCIAL REPORT (ACFR) FOR THE CITY OF
COTATI
F. CONSIDER APPROVING A PROFESSIONAL SERVICES AGREEMENT TO

PREPARE THE CONCEPT DESIGN FOR THE COMMERCE BOULEVARD

GATEWAY PROJECT
G. AUTHORIZATION TO PURCHASE 8214 GRAVENSTEIN HIGHWAY
H. CONSIDER APPROVING A PROFESSIONAL SERVICES AGREEMENT TO PREPARE A WATER AND SEWER UTILITY 10-YEAR FINANCIAL PLAN UPDATE

9. DIRECTION ON FUTURE AGENDA ITEMS
Councilmember Harvey requests a future agenda item to consider updating the City's Electric Vehicle Charging Station ordinance to include an electrical vehicle infrastructure training program

10. PUBLIC HEARINGS (ACTION)
A. INTRODUCTION OF AN ORDINANCE TO AMEND THE CITY'S LAND

USE CODE TO CREATE A WOONERF-LIVING STREET DESIGN

STANDARD FOR MULTI-FAMILY, MIXED-USE AND OTHER PRIVATE

DEVELOPMENTS, CITYWIDE
Presentation by Director of Community Development Noah Housh Councilmembers comment
Public comment:

Neil Hancock of Cotati
Eris Weaver of Cotati
Jenny Blaker of Cotati

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Minutes Acceptance: Minutes of Dec 14, 2021 6:00 PM (APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL Cotati City Council Minutes December 14, 2021

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Councilmembers express concern that requiring woonerfs will lead to more hardscape and less open/green-space. Director Housh will revise the ordinance to include a multi-modal approach to woonerf development and come back to council at a later date.

RESULT: REFERRED TO STAFF
B. INTRODUCTION OF AN ORDINANCE TO IMPLEMENT SB 1383
(ORGANICS AND GREENWASTE REQUIREMENTS)
Presentation by City Manager OBid
Councilmembers comment
No public comment
Council recommends and adopts a minor change to 8.10.040 Requirements for Commercial Businesses and Multi-Family Residential Dwellings. The last sentence in provision 8.10.040(D) to be the first sentence in provision 8.10.040(E) RESULT: INTRODUCED [UNANIMOUS]
Next: 1/11/2022 6:00 PM
MOVER: Susan Harvey, Councilmember
SECONDER: Ben Ford, Councilmember
AYES: Moore, Landman, Harvey, Sparks, Ford

11. REGULAR AGENDA (ACTION)
A. APPROVAL OF THE CITY'S LOCAL ROAD SAFETY PLAN
Presentation by City Engineer/Director of Public Works Craig Scott and Jake Hudson of GHD
Councilmembers comment
Public comment:

Neil Hancock of Cotati
Eris Weaver of Cotati
Jenny Blaker of Cotati
RESULT: ADOPTED [UNANIMOUS]
MOVER: Mark Landman, Vice Mayor
SECONDER: Susan Harvey, Councilmember
AYES: Moore, Landman, Harvey, Sparks, Ford
B. RECEIVE AND FILE THE FISCAL YEAR 2020/21 POPULAR ANNUAL FINANCIAL REPORT (PAFR).

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Minutes Acceptance: Minutes of Dec 14, 2021 6:00 PM (APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL Cotati City Council Minutes December 14, 2021

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Presentation by Director of Administrative Services Angela Courter No public comment
RESULT: NO ACTION
C. REORGANIZATION OF CITY COUNCIL FOR CALENDAR YEAR 2022 Councilmember Harvey nominates Vice Mayor Landman for Mayor 2022, second by Councilmember Ford; Councilmembers Harvey, Sparks, Ford, Vice Mayor Landman, Mayor Moore Ayes; Unanimous vote
Vice Mayor Landman nominates Councilmember Harvey for Vice Mayor 2022, second by Councilmember Ford; Councilmembers Harvey, Sparks, Ford, Vice Mayor Landman, Mayor Moore Ayes; Unanimous vote
No public comment
D. COUNCIL ASSIGNMENTS AS REPRESENTATIVES AND LIAISONS TO VARIOUS COMMITTEES FOR CALENDAR YEAR 2022
Councilmembers comment
Corrections and additions to existing table include:
• Russian River Watershed Primary is Councilmember Ben Ford, Councilmember Laura Sparks as alternate (Incorrectly listed as Vice Mayor Landman, Councilmember Harvey)
• Library Commission representative should be Mayor Moore (incorrectly listed as Councilmember Sparks)
• Councilmember Sparks is the Water Advisory Committee alternate (Incorrectly listed as Vice Mayor Landman)
• Councilmember Harvey advises the Sonoma County Waste Management Board meetings have been moved from the 3rd Wednesday every month to the 3rd Thursday every month.
• Councilmember Ford will be the Groundwater Sustainability Agency alternate The City Council discussed the proposed formation of an ad hoc review committee for the Housing Element update. Given the importance of housing, the City Council directed that the full City Council and Planning Commission meet in joint public meetings as needed. The City Council proposed holding these joint meetings on scheduled Planning Commission dates. The staff will also provide the City Council and community status updates, as applicable, during regular City Council meetings.

No public comment
Councilmember Ford makes a motion to dissolve the regional ad hoc committee on the Continuum of Care Governance (CoC) as of the first meeting of the new CoC Board, Vice Mayor Landman second; Councilmembers Harvey, Sparks, Ford, Vice

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Minutes Acceptance: Minutes of Dec 14, 2021 6:00 PM (APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL Cotati City Council Minutes December 14, 2021

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Mayor Landman, Mayor Moore Ayes; Unanimous Vote
Councilmembers approve the council assignments as representatives and liaisons item as amended
RESULT: APPROVED [UNANIMOUS]
MOVER: Susan Harvey, Councilmember
SECONDER: Laura Sparks, Councilmember
AYES: Moore, Landman, Harvey, Sparks, Ford

12. CITY MANAGER'S REPORT
Report by City Manager O'Bid

13. CITY COUNCIL MEMBER REPORTS
Councilmembers report out on local and regional meetings and events.

14. PUBLIC COMMENT ON NON-ACTION AGENDA ITEMS
No public comment

15. INFORMATION RECEIVED AFTER THE AGENDA WAS POSTED
A. SUPPLEMENTAL INFORMATION RECEIVED AFTER THE AGENDA
WAS POSTED.

16. ADJOURNMENT
Mayor Moore adjourns the meeting at 10:31 pm in memoriam to those devastated by the Kentucky tornadoes.

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Minutes Acceptance: Minutes of Dec 14, 2021 6:00 PM (APPROVAL OF MINUTES AND NOTICE OF WAIVING OF READING OF ALL Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: Adoption of a resolution to continue conducting Council, Commission, and Committee meetings remotely due to health and safety concerns for the public Date: January 11, 2022
Written by: Lauren Berges, City Clerk
Recommendation
It is recommended that the City Council of the City of Cotati adopt a resolution authorizing virtual city council, commission and committee meetings during a declared state of emergency pursuant to government code 54953 (AB 361)
Background
When the COVID-19 pandemic started, local agencies struggled to conduct their public meetings in compliance with the Brown Act’s public accessibility requirements while still abiding by stayat-home orders. As a result, Governor Newsom signed Orders N-25-20, N-29-20, and N-35-20 to grant local agencies the flexibility to meet remotely during the COVID-19 pandemic. These orders expired on September 30, 2021.

On September 16, 2021, Governor Newsom signed into law AB 361 – Brown Act: Remote Meetings During Emergencies. AB 361 went into effect immediately upon signature by the governor. It amends the Brown Act to allow local legislative bodies to continue having purely virtual meetings using teleconferencing and virtual meeting technology as long as there is a gubernatorial "proclaimed state of emergency," and either (1) state or local officials imposing or recommending measures that promote social distancing or (2) the legislative body finding that meeting in person would present an imminent safety risk to attendees.

There are key differences between the Executive Orders, which expired September 30, 2021, and AB 361. AB 361 imposes requirements with respect to public comment, however, the City of Cotati currently satisfies legal requirements with respect to live public comment via Zoom in alignment with AB 361. Additionally, public agencies must either make findings by majority vote that the state of emergency still exists and continues to directly impact the ability of the members to meet safely in person, or that health officials continue to impose or recommend measures to promote social distancing. These conditions continue to exist. Determinations by

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the local agency that the emergency impacts the ability to meet safely in person must be revisited every 30 days.

Governor Newsom’s March 4, 2020 Proclamation of Emergency related to the COVID-19 pandemic is still in effect. In addition, the Sonoma County Public Health Officer continues to recommend teleconferencing or social distancing to protect the public’s health and safety during local government meetings.

Continuing the remote meetings would provide for a consistent meeting format until the pandemic emergency is lifted.

Analysis/Discussion
AB 361 amends Government Code Section 54953 to provide an alternative to having the public access the locations where City Councilmembers are teleconferencing in from. To have teleconference public meetings, without providing access to City Councilmember’s private residences, the City Council must pass a resolution stating that they have reconsidered the circumstances of the COVID-19 state of emergency and that the following circumstances exist:

1. The state of emergency as a result of COVID-19 continues to directly impact the ability of the members of City Council and the members of the City’s Commissions, and Committees to meet safely in person; and

2. The State of California and the City of Cotati continue to impose or recommend measures to promote social distancing.

This Resolution makes the findings to confirm the current conditions to allow teleconference meetings pursuant to AB 361 for the City Council and on behalf of all of the commissions and committees created by the City Council pursuant to Government Code section 54952(b). The Resolution authorizes teleconference meetings including hybrid meetings held both via teleconference and in-person. This Resolution will allow members of the public to safely observe and participate in local government teleconference meetings during the continued pandemic.

AB 361 requires City Council to make these findings every 30 days to continue teleconference hearings. If adopted, staff will agendize this item once a month until the state of emergency is over, or City Council no longer believes teleconference meetings are necessary.

If the Resolution is not adopted, the City will be required to hold public meetings in-person or conduct teleconference meetings pursuant to subsection 54953(b)(3) of the California Government Code which will require posting of the agenda at each teleconference location and for the public to be admitted to each teleconference location.

Financial Considerations
There are no direct financial impacts from enactment of the proposed resolution.

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Environmental Issues
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI

AUTHORIZING VIRTUAL CITY COUNCIL MEETINGS DURING A DECLARED STATE OF EMERGENCY PURSUANT TO GOVERNMENT CODE 54953 (AB 361) WHEREAS, the City Council of the City of Cotati is committed to ensuring public access to observe and participate in local government meetings; and WHEREAS, all meetings of the City Council and its other legislative bodies created pursuant to Government Code section 54952(b) are open and public, as required by the Ralph M. Brown Act, so that any member of the public may participate in local government meetings; and
WHEREAS, on March 17, 2020, in response to the COVID-19 pandemic, the Governor signed Executive Order N-29-20 suspending certain provisions of the Brown Act in order to allow local legislative bodies to conduct meetings by teleconference or by other means; and WHEREAS, on June 11, 2021, Governor Newsom issued Executive Order N-08-21 which ended the provisions of Executive Order N-29-20 on September 30, 2021; and WHEREAS, on September 16, 2021, the Governor signed AB 361 (2021) into law allowing legislative bodies to continue to conduct meetings via teleconferencing under specified conditions, including the requirement that the legislative body make specified findings. AB 361 (2021) took effect on October 1, 2021; and WHEREAS, AB 361 authorizes local legislative bodies to continue using teleconferencing and virtual meeting technology as long as there is a gubernatorial "proclaimed state of emergency," and either (1) State or local officials imposing or recommending measures that promote social distancing or (2) the legislative body finding that meeting in person would present an imminent safety risk to attendees; and WHEREAS, the state of emergency proclaimed by the Governor on March 4, 2020, related to the pandemic of coronavirus commonly as COVID-19 has not been rescinded and remains in effect; and
WHEREAS, new variants of COVID-19 have developed, and risks of illness or death due to such variants remains significant to the general public; and WHEREAS, State and local health officials have imposed and recommended social distancing measures for the protection of public health and safety in response to COVID-19; and
WHEREAS, the Sonoma County Public Health Officer continues to recommend teleconferencing or social distancing during public meetings of all legislative bodies to protect the community’s health against the spread of COVID-19; and WHEREAS, teleconference meetings may include hybrid meetings, in which all or some members of the legislative body meet in person while others attend by teleconference, and members of the public are either allowed to participate only by teleconference or both in Packet Pg. 15
person and by teleconference (“hybrid meetings”). The purpose of hybrid meetings is to allow for multiple modes of attending meetings while reducing the risks of COVID-19, including its variants; and
WHEREAS, the City Council, acting as a legislative body pursuant to Government Code section 54952(a) and for the benefit of the commissions, committees, and other bodies that were created by the City Council pursuant to Government Code section 54952(b) (collectively referred to as “Legislative Bodies”), finds that the current conditions meet the circumstances set forth in Government Code section 54953(e)(3) to allow Legislative Bodies to continue to use teleconferencing to hold open and public meetings if the Legislative Bodies comply with the requirements set forth in Government Code section 54953(e)(2) to ensure the public can safely participate in and observe local government meetings.

NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Cotati that:

Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.

Section 2. Current Conditions Authorize Teleconference Public Meetings of Legislative Bodies.

Based on the California Governor’s continued declaration of a State of Emergency and the Sonoma County Public Health Officer’s recommendation to continue teleconferencing or social distancing during public meetings, the City Council finds that the conditions continue to exist pursuant to Government Code sections 54952(e)(1) and 54953(e)(3) to allow Legislative Bodies to use teleconferencing to hold public meetings in accordance with Government Code section 54953(e)(2) to ensure members of the public have continued access to safely observe and participate in local government meetings.

Section 3. Authorize Legislative Bodies to Conduct Teleconference Meetings. The Legislative Bodies are hereby authorized to take all actions necessary to carry out the intent and purpose of this Resolution including, conducting open and public meetings in accordance with Government Code section 54953(e)(2) and other applicable provisions of the Brown Act.

Section 4. Effective Date. This Resolution shall take effect immediately and shall be in effect for a period of 30 days from the date of adoption. The City Council may reconsider the circumstances necessitating this resolution within 30 days of the adoption of this resolution.

IT IS HEREBY CERTIFIED that the foregoing resolution was duly adopted at a regular meeting of the City Council of the City of Cotati held on the January 11th, 2022, by the following vote, to wit:

Background
In September 2016, SB 1383 (Lara, Chapter 395, Statutes of 2016) was signed into law. It is the first comprehensive state law in the nation designed to reduce Short-Lived Climate Pollutants generated from the landfilling of organic wastes. Organic wastes include food scraps, yard waste, compostable/non-recycled paper products (e.g., tissue, paper towels, and napkins), food-soiled paper-based food service ware, untreated lumber, and fiber-based textiles.

SB 1383 established statewide methane emissions reduction targets, including the following for landfills:
• 50% reduction in the amount of organic waste landfilled by 2020 (this was not achieved) and a 75% reduction by 2025.

These reduction targets are designed to support the state’s effort to reduce emissions of shortlived climate pollutants from landfills in California and to support the recovery of edible food waste to reduce food insecurity.

The state regulations implementing SB 1383, which were promulgated in November 2020, establishes the requirements for regulated entities including jurisdictions, JPAs, haulers, generators, and food recovery organizations. The original effective date for entities to commence compliance with SB 1383 was January 1, 2022. However, SB 619, which was enacted in September 2021, and subsequent communications with CalRecycle, have extended the due date for implementation to April 1, 2022.

The City of Cotati’s (City) requirements include the adoption and promulgation of an ordinance that implements the state-mandated requirements of SB 1383 that contains an enforcement

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component, the adoption of a procurement program for various recovered organic materials, the adoption and implementation of an annual education and outreach program and recordkeeping and reporting requirements.

Most cities, including the City of Cotati, perform solid waste collection through a franchise agreement with a private waste hauler. In Sonoma County, Recology performs this service for the City and most of the county (except Town of Windsor and City of Sonoma). The changes required by SB 1383 therefore require an amendment to the Franchise Agreement to perform these functions. Finally, the commercial organics program at Central Landfill is currently the responsibility of the Republic Services (delegated to Recology via separate agreement), which paid for through a $4.21/ton landfill “tip” (disposal) fee component. The residential organics program is currently run by Zero Waste Sonoma (ZWS).

For solid waste issues, the City works closely with ZWS, which is the public name of the Sonoma County Waste Management Agency (SCWMA), a California Joint Powers Authority (JPA), which was established in 1992 to manage joint compliance reporting, solid waste education, and coordination of joint action among the unincorporated county and all of the incorporated cities and towns in Sonoma County. With respect to SB 1383, ZWS has played a key role in coordinating how the City and other communities will comply with SB 1383, including working through the optimal division of responsibilities necessary for compliance among the public entities, franchise haulers, and ZWS. Ultimately, the division of responsibilities has the cities adopting ordinances to enforce the provisions of SB 1383 and approving an Environmentally Preferred Purchasing Policy (EPP), the franchise haulers doing the collection work through an amendment to the franchise agreement, and ZWS performing a variety of tasks around education and reporting through the a Memorandum of Understanding (MOU). On November 23, 2021, the City Council authorized the City Manager to execute the MOU with ZWS and reviewed the draft SB 1383 ordinance.

This ordinance was introduced at the December 14, 2021 regular city council meeting.

Analysis/Discussion

ZERO WASTE SONOMA
In accordance with the approved MOU, ZWS will implement a substantial portion of the SB 1383 requirements placed on jurisdictions, including the following:
• Provide education and outreach information in English and Spanish regarding importance and requirements for organics diversion to residential and commercial (business) generators.
• Monitor residents’ and businesses’ compliance with organics diversion and food recovery/donation requirements.
• Review and approve waivers for minimal organic waste generation (de Minimis) and space constraints.

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• Investigate complaints of non-compliance and violations in coordination with franchise haulers and City staff.
• Provide information and recommendations for the City to take enforcement action against non-compliant generators as necessary.
• Maintain records of all activities related to SB 1383 implementation, which shall be accessible to franchise haulers and City staff at any time. • Regularly report SB 1383 implementation progress and landfill diversion data to CalRecycle.
• Plan for organics processing and food recovery infrastructure expansion if existing infrastructure is inadequate to serve the community. Implement and manage a regional compost and mulch rebate program to satisfy the SB 1383 procurement requirements according to targets set by CalRecycle, based on population. This item will be the subject of a future MOU, and is discussed in more detail under the City of Cotati section below.

RECOLOGY
The City has been in discussions with Recology to amend the franchise agreement to comply with the SB 1383 requirements, including:
• Phased implementation of organic waste collection services. By January 1, 2024, Recology will provide Organic Waste collection service to all of its customers within the City who are subscribed to and pay for Solid Waste collection service. • Recology shall ensure that each Container that it newly purchases after January 1, 2022 and provides to a customer conforms to the following color scheme: Gray Containers for collection of Solid Waste, Blue Containers for collection of Recyclable Materials, and Green Containers for collection of Organic Waste. In addition, Recology shall ensure that all Containers it uses to provide such services to customers serviced conform to such color scheme by a defined due date.
• Recology shall provide labels on all bins that clearly indicates the primarily items accepted and prohibited in each container type.
• At least once annually, beginning in 2022, Recology shall conduct a Route Review for each Route, including an inspection of a “sufficient” number of containers through visual inspection.
• If Recology finds prohibited materials in containers, they shall notice the customer in writing (English & Spanish).
• At least annually, review commercial and multi-family customers that are subscribed to 2 cubic yard containers or more to ensure they are subscribed for organic waste collection or have a waiver.

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• At least annually, provide customers with information in English and Spanish on organic waste requirements to properly separate materials in appropriate containers, information on methods for the prevention of Organic Waste generation, recycling Organic Waste onsite, sending Organic Waste to community composting, and any other local requirements regarding Organic Waste, information regarding the methane reduction benefits of reducing the landfill disposal of Organic waste, information regarding how to recover Organic Waste, and information related to the public health and safety and environmental impacts associated with the landfill disposal of Organic Waste. • Provide quarterly reports to City on educational materials provided to customers, information on route reviews, documentation of prohibited contaminants observed and notices provided to customers.

CITY OF COTATI
Under SB 1383, the City is required adopt an implementing ordinance that is the subject of the proposed action, including the following main elements (if not already implemented):
• Requirements for Single-Family Generators
• Requirements for Commercial Businesses and Multifamily Housing • Waivers for Generators
• Requirements for Commercial Edible Food Generators
• Requirements for Food Recovery Organizations and Services • Requirements for Haulers and Facility Operators
• Self-Hauler Requirements
• Compliance with Calgreen Recycling Requirements (Already Implemented) • Model Water Efficient Landscape Ordinance (Already Implemented) • Procurement Requirements for jurisdiction Departments, Direct Service Providers, and Vendors
• Inspections and Investigations by Jurisdiction
• Enforcement
The ordinance language generally follows the state model ordinance to ensure compliance with SB 1383. Note that the procurement requirements and associated record keeping are codified in the ordinance, but more fully described in a companion Environmentally Preferable Purchasing (EPP) Policy that is currently being drafted (based on the ZWS model policy). Required records of compliance inspections would be provided by Recology to the City. ZWS will then receive these records, as well as municipal purchasing documentation, from all 10 jurisdictions in Sonoma County for reporting to CalRecycle on our behalf.

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Additionally, SB 1383 requires jurisdictions to annually procure organic waste products such as compost, mulch, or renewable gas according to targets set by CalRecycle. The targets for compost (the most readily available organic waste product locally) are calculated based on the member jurisdiction’s population, as shown in the table below:

CalRecycle created the procurement requirements in an effort to stimulate market demand for the anticipated increase in supply of organic waste products due to mandated diversion of food scraps, plant trimmings, and other organic materials. However, in Sonoma County there is already robust market for compost.

ZWS raised concerns about the procurement requirements during CalRecycle’s rulemaking process in 2019, and again after the regulations were finalized. CalRecycle insisted that jurisdictions in Sonoma County cannot be excused from procurement requirements despite existing markets. The only alternative to directly procuring compost is for jurisdictions to procure compost by proxy, through a “direct service provider”, which can be any person or entity as long as they have a written agreement with the jurisdiction. ZWS has confirmed with CalRecycle that vineyards or farms can be direct service providers.

Therefore, ZWS has discussed the SB 1383 procurement requirements with the Directors of the Farm Bureau and the Community Alliance of Family Farmers (CAFF). Farmers can continue purchasing the same amounts of compost every year, and jurisdictions can satisfy their procurement targets if enough farmers are willing to sign agreements giving credit to the jurisdictions for the purchase. The feedback ZWS received from the Farm Bureau and CAFF is that farmers would be unwilling to complete extra paperwork without any benefit to them.

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During the monthly SB 1383 meetings, the ZWS and member jurisdictions (cities and County) staff created a rebate program to incentivize farmers and other entities to sign “direct service provider” agreements.

However, concerns were raised about the administrative burden of managing a rebate program and recruiting multiple farmers, since it is unlikely any one entity can procure enough material to meet 100% of a jurisdiction’s procurement target. Furthermore, there was significant concern that jurisdictions may be put into competition with one another if they offered different rebate amounts. For these reasons, it made the most sense for ZWS to manage a regional rebate program for all member jurisdictions. ZWS has included procurement in ZWS responsibilities in the SB 1383 MOU.

Following the November 23, 2021 meeting approving the MOU, staff contacted ZWS and clarified a point of City Council discussion regarding how the compost credits would be applied.

Staff confirmed that the rebates would be issued countywide and credits would be applied proportionally across all jurisdictions regardless of the location of the rebate. While ultimately the jurisdictions are individually responsible to comply with SB 1383, ZWS currently expects the rebate program to be adequate to fully credit all jurisdictions.

Staff is currently working on the EPP and Recology franchise agreement amendments, which are expected to come before the City Council soon.

ENFORCEMENT
For non-compliant generators (residential or commercial), ZWS has jointly developed a process with the franchise haulers wherein they do the bulk of the education in response to contamination or other violations (refusal to use the bins or separate organics and recycling from the garbage, for example). In other words, Recology would be the first point of contact for our customers.

The emphasis and priority is given to commercial customers, since each user generates more waste than a typical residential customer. If the franchise hauler is not able to make progress with a customer, they refer those non-compliant generators to ZWS, and they will follow-up through calls and emails. Generally, the involvement of ZWS and the threat of penalties will address the issue. However, in the most egregious cases, ZWS will refer those customers our Code Enforcement official to issue penalties.

Financial Considerations
The City previously negotiated a “no cost” implementation of SB 1383 in the first year.

However, it is expected that SB 1383 may cost Recology approximately $170,000 per year in subsequent years, which will affect rates. This includes a potential change to the landfill tip fee to remove the commercial organics fee component, which would be added to Recology’s rate.

As part of this change, ZWS may assume this portion of the tip fee to better fund services such as recycling and disposal of Household Hazardous Waste (HHW) from the member jurisdictions (“Members’”), education regarding recycling, SB 1383 compliance, ZWS operations, and other methods of waste diversion to Members and the public. If this occurs, ultimately there could be a net increase of up to $4.21/ton, which would be applied to rates. ZWS is also currently

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negotiating a CPI escalator, as they currently have a “hard” cap on their tip fee portion.

Environmental Issues
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

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ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COTATI ADDING CHAPTER 8.10 TO THE MUNICIPAL CODE TO ADOPT REGULATIONS AND

REQUIREMENTS FOR THE PURPOSE OF REDUCING DISPOSAL OF ORGANIC WASTE AND AMENDING CHAPTER 8.08, 8.22 AND 17.34 OF THE MUNICIPAL

CODE TO CONFORM TO THE NOMENCLATURE OF AND PROVISIONS IN CHAPTER 8.10
WHEREAS, in October 2014 Governor Brown signed AB 1826 into law requiring businesses to recycle their organic waste on and after April 1, 2016, depending on the amount of waste they generate per week; and
WHEREAS, on or after January 1, 2016, local municipalities were required to implement an organic waste recycling program to divert organic waste generated by businesses, including multifamily residential dwellings that consist of five or more units; and WHEREAS, the law phased in the requirements for businesses over time, and the law contains a 2020 trigger that further increased the scope of affected businesses by imposing a maximum threshold of two cubic yards of solid waste generated by covered businesses; and WHEREAS, state recycling law SB 1383 (Lara, Chapter 395, Statutes of 2016) and the Short-lived Climate Pollutant Reduction Act of 2016 (which created new Chapter 12 of Division 7 of Title 14 of the California Code of Regulations) require the California Department of Resources Recycling and Recovery (“CalRecycle”) to develop regulations to reduce organics in landfills as a source of methane. The regulations proposed by CalRecycle place requirements on multiple entities including the City, residential households, Commercial Businesses and business owners, Commercial Edible Food Generators, haulers, Self-Haulers, Food Recovery Organizations, and Food Recovery Services to support achievement of Statewide Organic Waste disposal reduction targets; and
WHEREAS, on December 8, 2020, CalRecycle approved the final text of regulations (“SB 1383 Regulations”) in Title 14 Division 7, Chapter 12 of the California Code of Regulations implementing SB 1383 Short-Lived Climate Pollutant Reduction Act of 2016; and WHEREAS, state recycling law, SB 1383, and the Short-lived Climate Pollutant Reduction Act of 2016 require the City to adopt and enforce an ordinance or enforceable mechanism to implement relevant provisions of SB 1383 Regulations. This Ordinance constitutes the City of Sonoma’s method of enforcing SB 1383 Regulations. This Ordinance will also help reduce food insecurity by requiring Commercial Edible Food Generators, such as grocery stores, food wholesalers, and schools to arrange to have the maximum amount of their edible food, that would otherwise be disposed of, be recovered for human consumption; and WHEREAS, the new Chapter 8.10 will contain SB 1383-required definitions, which may conflict with existing solid waste-related definitions in the current Cotati Municipal Code in Chapter 8.08, 8.22 and water efficient landscape language in Chapter 17.34. Therefore, Packet Pg. 24
modifications are needed to Chapters 8.08, 8.22 and 17.34 to ensure consistency in the municipal code; and
WHEREAS, on November 23, 2021, the City Council adopted an Memorandum of Understanding (MOU) with Zero Waste Sonoma to implement various provisions of SB 1383 in anticipating of this forthcoming ordinance; and
WHEREAS, the action of adopting an ordinance to comply with SB 1383 does not constitute a project as defined by California Environmental Quality Act Guidelines Section 15378; therefore, no further environmental review is required

NOW THEREFORE THE CITY COUNCIL OF THE CITY OF COTATI DOES ORDAIN AS FOLLOWS:

SECTION 1. The above recitals are hereby declared to be true and correct findings of the City Council of the City of Cotati.

SECTION 2.

Chapter 8.10 is added to the Cotati Municipal Code to read as set forth in Exhibit A attached hereto and incorporated by this reference.

SECTION 3.

Chapters 8.08, 8.22, and 17.34 of the Cotati Municipal Code is amended to read as shown in Exhibit A attached hereto and incorporated by this reference, with additions denoted by underlined text and deletions denoted by struck-through text.

SECTION 4. CEQA
This Ordinance has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. City Staff have determined that the adoption and implementation of the Ordinance is exempt from further environmental review under the general rule in California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3) that CEQA only applies to projects that have the potential for causing a significant effect on the environment. As a text amendment and addition without any physical project being approved, it can be seen with certainty that there is no possibility that the Ordinance will have a significant effect on the environment. The proposed Ordinance is therefore exempt from the provisions of CEQA because it does not involve a commitment to any specific project that may result in a potentially significant physical impact on the environment. The City Council concurs in these findings and adopts them as its own.

SECTION 5. Severability.

If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance for Packet Pg. 25
any reason is held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared invalid or unconstitutional.

SECTION 6. Effective Date.

This ordinance shall take effect thirty (30) days after passage thereof.

SECTION 7. Publication.

This ordinance shall be published in accordance with the provisions of Government Code Section 36933(c)(1).

SECTION 8. This Ordinance Prevails Where There is Conflict.

To the extent that this Ordinance conflicts with any other provision in the Cotati Municipal Code or city ordinance (urgency or otherwise), policy or regulation, this Ordinance will control.

Approved:________________________________
Mayor
Attest:____________________________
Lauren Berges, City Clerk
Approved as to form:
___________________________
John Bakker, City Attorney
This document is a true and correct copy of Ordinance Number and has been published or posted pursuant to law. California Government Code § 40806
_______________________________
Lauren Berges, City Clerk
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1 Chapter 8.08

SOLID WASTE MANAGEMENT

8.08.020 Definitions.
“Organic Waste” means Solid Wastes containing material originated from living organisms, such as food scraps and yard debris. This designation shall be made by the authorized collector based on good public practice, ability to receive an acceptable economic return, and feasibility of composting the waste stream.

8.08.090 Exceptions – Disposal permitted.

A. Refuse may be fed to animals on the premises where such refuse is produced; provided, that the premises are always kept in a sanitary condition to the satisfaction of the city manager or other authorized agent of the city; and provided further, that the keeping and feeding of such animals shall at all times conform to the applicable ordinances and regulations of those entities governing the same now in force in which thereafter may be enacted or promulgated.

B. Refuse may be disposed and used in a compost operation; provided, that such operation at all times conforms to the applicable ordinances and regulations of those entities governing the same now in force or which thereafter may be enacted or promulgated. (Ord. 634 § 1(part), 1995).

A. A. Organic Waste may be fed to animals on the premises where such organic waste is produced, provided that the premises are always kept in a sanitary condition to the satisfaction of the City Manager; and provided further that the keeping and feeding of such animals shall at all times conform to any other applicable regulations, including regulations governing the use of the premises.

B. Organic Waste may be used in on-site composting, community composting, or other composting operation, provided that such operation conforms to the applicable regulations of those entities governing the same now in force or which thereafter may be enacted or promulgated, including regulations related to land use, permitting and operation regulations regarding composting facilities of CalRecycle, and any other regulations of applicable health authorities.

Formatted: No bullets or numbering

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 2 Chapter 8.22

SOURCE REDUCTION AND RECYCLING

8.22.020 Definitions.
“Organic Waste” means Solid Wastes containing material originated from living organisms, such as food scraps and yard debris. This designation shall be made by the authorized collector based on good public practice, ability to receive an acceptable economic return, and feasibility of composting the waste stream.

8.22.090 Exceptions – Disposal permitted.

A. Organic Waste may be fed to animals on the premises where such organic waste is produced, provided that the premises are always kept in a sanitary condition to the satisfaction of the City Manager; and provided further that the keeping and feeding of such animals shall at all times conform to any other applicable regulations, including regulations governing the use of the premises.

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 3 Chapter 17.34

WATER EFFICIENT LANDSCAPING STANDARDS

17.34.060 Landscape standards.

D. Soil Conditioning and Mulching. A soil test for horticultural suitability shall be required at time of landscape installation in each landscaped area. The soil shall be prepared and/or amended to be suitable for the landscape to be installed, in compliance with this chapter.

1. A minimum one-foot depth of non-mechanically compacted soil shall be available for water absorption and root growth in planted areas.

2. In areas with spray irrigation (as opposed to bubbler or drip irrigation), organic amendment shall be incorporated into the soil to a minimum depth of eight inches at a minimum rate of six cubic yards for each one thousand square feet of landscape area, or as specified by amendment recommendations from a soils laboratory report.

3. A minimum of a three-inch layer of porous mulch shall be applied to all exposed soil surfaces of nonturf areas within the landscaped area. Nonporous material (e.g., plastic sheeting) shall not be placed under the mulch; however, porous landscape fabric is allowed. (Ord. 826 § 1(part), 2010).

4. Organic mulch materials made from recycled or post-consumer materials shall take precedence over inorganic materials or virgin forest products unless the recycled postconsumer organic products are not locally available. Organic mulches are not required if prohibited by fire fuel modification plan guidelines or other applicable local ordinances.

Formatted: p2, Indent: Left: 0.38", Space After: 15 pt, Font Alignment: Baseline, Pattern: Clear (White)

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 4 CHAPTER 8.10

MANDATORY ORGANIC WASTE DISPOSAL REDUCTION

8.10.010 Purpose and Findings

8.10.020 Definitions

8.10.030 Requirements for Single-Family Generators

8.10.040 Requirements for Commercial Businesses and Multi-Family Residential Dwellings

8.10.050 Waivers for Generators

8.10.060 Requirements for Commercial Edible Food Generators

8.10.070 Requirements for Food Recovery Organizations and Services

8.10.080 Requirements for Haulers and Facility Operators

8.10.090 Self-Hauler Requirements

8.10.100 Procurement Requirements for City Departments, Direct Service Providers, and Vendors

8.10.110 Inspections and Investigations

8.10.120 Enforcement

8.10.010 Purpose and Findings
The City finds and declares:

A. State recycling law, Assembly Bill 939 of 1989, the California Integrated Waste Management Act of 1989 (California Public Resources Code Section 40000, et seq., as amended, supplemented, superseded, and replaced from time to time), requires cities and counties to reduce, reuse, and recycle (including composting) Solid Waste generated in their jurisdiction to the maximum extent feasible before any incineration or landfill disposal of waste, to conserve water, energy, and other natural resources, and to protect the environment.

B. State recycling law, Assembly Bill 341 of 2011 (approved by the Governor of the State of California on October 5, 2011, which amended Sections 41730, 41731, 41734, 41735, 41736, 41800, 42926, 44004, and 50001 of, and added Sections 40004, 41734.5, and 41780.01 and Chapter 12.8 (commencing with Section 42649) to Part 3 of Division 30 of, and added and repealed Section 41780.02 of, the Public Resources Code, as amended, supplemented, superseded and replaced from time

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 5 to time), places requirements on businesses and Multi-Family property owners that generate a specified threshold amount of Solid Waste to arrange for recycling services and requires the City to implement a Mandatory Commercial Recycling program.

C. State organics recycling law, Assembly Bill 1826 of 2014 (approved by the Governor of the State of California on September 28, 2014, which added Chapter

12.9 (commencing with Section 42649.8) to Part 3 of Division 30 of the Public Resources Code, relating to Solid Waste, as amended, supplemented, superseded, and replaced from time to time), requires businesses and Multi-Family property owners that generate a specified threshold amount of Solid Waste, Recycling, and Organic Waste per week to arrange for recycling services for that waste, requires the City to implement a recycling program to divert Organic Waste from businesses subject to the law, and requires the City to implement a Mandatory Commercial Organics Recycling program
D. SB 1383, the Short-lived Climate Pollutant Reduction Act of 2016, requires CalRecycle to develop regulations to reduce organics in landfills as a source of methane. The regulations place requirements on multiple entities including the City, residential households, Commercial Businesses and business owners, Commercial Edible Food Generators, haulers, Self-Haulers, Food Recovery Organizations, and Food Recovery Services to support achievement of Statewide Organic Waste disposal reduction targets.

E. SB 1383, the Short-lived Climate Pollutant Reduction Act of 2016, requires the City to adopt and enforce an ordinance or enforceable mechanism to implement relevant provisions of SB 1383 Regulations. This ordinance seeks to reduce food insecurity by requiring Commercial Edible Food Generators to arrange to have the maximum amount of their Edible Food, which would otherwise be disposed, be recovered for human consumption.

8.10.020 Definitions
A. “Agency” means the Sonoma County Waste Management Agency, doing business as Zero Waste Sonoma, which is a joint powers authority of the State of California.

B. “Blue Container” has the same meaning as in 14 CCR Section 18982.2(a)(5) and shall be used for the purpose of storage and collection of Source Separated Recyclable Materials[1].

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 6 C. “CalRecycle” means California's Department of Resources Recycling and Recovery, which is the Department designated with responsibility for developing, implementing, and enforcing SB 1383 Regulations throughout the state.

D. “California Code of Regulations” or “CCR” means the State of California Code of Regulations. CCR references in this ordinance are preceded with a number that refers to the relevant Title of the CCR (e.g., “14 CCR” refers to Title 14 of CCR).

E. “Commercial Business” or “Commercial” means a firm, partnership, proprietorship, joint-stock company, corporation, or association, whether for-profit or nonprofit, strip mall, industrial facility, or a multifamily residential dwelling, or as otherwise defined in 14 CCR Section 18982(a)(6). A Multi-Family Residential Dwelling that consists of fewer than five (5) units is not a Commercial Business for purposes of implementing this ordinance.

F. “Commercial Edible Food Generator” includes a Tier One or a Tier Two Commercial Edible Food Generator as defined in Sections 8.10.20(ggg) and (hhh) of this ordinance or as otherwise defined in 14 CCR Section 18982(a)(73) and (a)(74).

For the purposes of this definition, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food Generators pursuant to 14 CCR Section 18982(a)(7).

G. “Compliance Review” means a review of records by the City, or its designee, to determine compliance with this ordinance.

H. “Community Composting” means any activity that composts green material, agricultural material, food material, and vegetative food material, alone or in combination, and the total amount of feedstock and Compost on-site at any one time does not exceed 100 cubic yards and 750 square feet, as specified in 14 CCR Section 17855(a)(4); or, as otherwise defined by 14 CCR Section 18982(a)(8).

I. “Compost” has the same meaning as in 14 CCR Section 17896.2(a)(4), which stated, as of the effective date of this ordinance, that “Compost” means the product resulting from the controlled biological decomposition of organic Solid Wastes that are Source Separated from the municipal Solid Waste stream, or which are separated at a centralized facility.

J. “Container Contamination” or “Contaminated Container” means a container, regardless of color, that contains Prohibited Container Contaminants, or as otherwise defined in 14 CCR Section 18982(a)(55).

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 7 K. “C&D” means construction and demolition debris.

L. “Designee” means an entity that the City contracts with or otherwise arranges to carry out any of the City’s responsibilities of this ordinance as authorized in 14 CCR Section 18981.2. A Designee may be a government entity, a hauler, a private entity, or a combination of those entities.

M. “Edible Food” means food intended for human consumption, or as otherwise defined in 14 CCR Section 18982(a)(18). For the purposes of this ordinance or as otherwise defined in 14 CCR Section 18982(a)(18), “Edible Food” is not Solid Waste if it is recovered and not discarded. Nothing in this ordinance or in 14 CCR, Division 7, Chapter 12 requires or authorizes the Recovery of Edible Food that does not meet the food safety requirements of the California Retail Food Code.

N. “Enforcement Action" means an action of the City to address non-compliance with this ordinance including, but not limited to, issuing administrative notices, citations, fines, penalties, or using other remedies.

O. “Excluded Waste” means hazardous substance, hazardous waste, infectious waste, designated waste, volatile, corrosive, medical waste, infectious, regulated radioactive waste, and toxic substances or material that facility operator(s), which receive materials from the City and its generators, reasonably believe(s) would, as a result of or upon acceptance, transfer, processing, or disposal, be a violation of local, State, or Federal law, regulation, or ordinance, including: land use restrictions or conditions, waste that cannot be disposed of in Class III landfills or accepted at the facility by permit conditions, waste that in the City, or its Designee’s reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or otherwise create or expose the City, or its Designee, to potential liability; but not including de minimis volumes or concentrations of waste of a type and amount normally found in Single-Family or Multi-Family Solid Waste after implementation of programs for the safe collection, processing, recycling, treatment, and disposal of batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code.

P. “Food Distributor” means a company that distributes food to entities including, but not limited to, Supermarkets and Grocery Stores, or as otherwise defined in 14 CCR Section 18982(a)(22).

Q. “Food Facility” has the same meaning as in Section 113789 of the Health and Safety Code.

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 8 R. “Food Recovery” means actions to collect and distribute food for human consumption that otherwise would be disposed, or as otherwise defined in 14 CCR Section 18982(a)(24).

S. “Food Recovery Organization” means an entity that engages in the collection or receipt of Edible Food from Commercial Edible Food Generators and distributes that Edible Food to the public for Food Recovery either directly or through other entities or as otherwise defined in 14 CCR Section 18982(a)(25), including, but not limited to:

1. A food bank as defined in Section 113783 of the Health and Safety Code;

2. A nonprofit charitable organization as defined in Section 113841 of the Health and Safety code; and,

3. A nonprofit charitable temporary food facility as defined in Section 113842 of the Health and Safety Code.

A Food Recovery Organization is not a Commercial Edible Food Generator for the purposes of this ordinance and implementation of 14 CCR, Division 7, Chapter 12 pursuant to 14 CCR Section 18982(a)(7).

If the definition in 14 CCR Section 18982(a)(25) for Food Recovery Organization differs from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this ordinance.

T. “Food Recovery Service” means a person or entity that collects and transports Edible Food from a Commercial Edible Food Generator to a Food Recovery Organization or other entities for Food Recovery, or as otherwise defined in 14 CCR Section 18982(a)(26). A Food Recovery Service is not a Commercial Edible Food Generator for the purposes of this ordinance and implementation of 14 CCR, Division 7, Chapter 12 pursuant to 14 CCR Section 18982(a)(7).

U. “Food Scraps” means all food such as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, rice, beans, pasta, bread, cheese, and eggshells. Food Scraps excludes fats, oils, and grease when such materials are Source Separated from other Food Scraps.

V. “Food Service Provider” means an entity primarily engaged in providing food services to institutional, governmental, Commercial, or industrial locations of others

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 9 based on contractual arrangements with these types of organizations, or as otherwise defined in 14 CCR Section 18982(a)(27).

W. “Food-Soiled Paper” is uncoated and unlined natural fiber-based material that has come in contact with food or liquid, such as, but not limited to, compostable paper plates, paper coffee cups, napkins, and pizza boxes.

X.“Gray Container” has the same meaning as in 14 CCR Section 18982.2(a)(28) and shall be used for the purpose of storage and collection of Gray Container Waste.

Y. “Green Container” has the same meaning as in 14 CCR Section 18982.2(a)(29) and shall be used for the purpose of storage and collection of Source Separated Green Container Organic Waste.

Z. “Grocery Store” means a store primarily engaged in the retail sale of canned food; dry goods; fresh fruits and vegetables; fresh meats, fish, and poultry; and any area that is not separately owned within the store where the food is prepared and served, including a bakery, deli, and meat and seafood departments, or as otherwise defined in 14 CCR Section 18982(a)(30).
aa. “Hauler Route” means the designated itinerary or sequence of stops for each segment of the City’s collection service area, or as otherwise defined in 14 CCR Section 18982(a)(31.5).
bb. “Inspection” means a site visit where the City or Designee reviews records, containers, and an entity’s collection, handling, recycling, or landfill disposal of Organic Waste or Edible Food handling to determine if the entity is complying with requirements set forth in this ordinance, or as otherwise defined in 14 CCR Section 18982(a)(35).
cc. “City Code Enforcement Officer” means the City Manager, County Administrative Official, Chief Operating Officer, Executive Director, or other executive in charge or their authorized Designee(s) who is/are partially or whole responsible for enforcing the ordinance.
dd. “Large Event” means an event, including, but not limited to, a sporting event or a flea market, that charges an admission price, or is operated by a local agency, and serves an average of more than 2,000 individuals per day of operation of the event, at a location that includes, but is not limited to, a public, nonprofit, or privately

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 10 owned park, parking lot, golf course, street system, or other open space when being used for an event.
ee. “Large Venue” means a permanent venue facility that annually seats or serves an average of more than 2,000 individuals within the grounds of the facility per day of operation of the venue facility. For purposes of this ordinance and implementation of 14 CCR, Division 7, Chapter 12, a venue facility includes, but is not limited to, a public, nonprofit, or privately owned or operated stadium, amphitheater, arena, hall, amusement park, conference or civic center, zoo, aquarium, airport, racetrack, horse track, performing arts center, fairground, museum, theater, or other public attraction facility. For purposes of this ordinance and implementation of 14 CCR, Division 7, Chapter 12, a site under common ownership or control that includes more than one Large Venue that is contiguous with other Large Venues in the site, is a single Large Venue. ff. “Local Education Agency” means a school district, charter school, or county office of education that is not subject to the control of City or county regulations related to Solid Waste, or as otherwise defined in 14 CCR Section 18982(a)(40). gg. “Multi-Family Residential Dwelling” or “Multi-Family” means of, from, or pertaining to residential premises with five (5) or more dwelling units. MultiFamily premises do not include hotels, motels, or other transient occupancy facilities, which are considered Commercial Businesses. hh. “Non-Compostable Products” includes but is not limited to products that are made of, or coated in, a plastic material that will not breakdown in the composting process or is not accepted for composting at the local composting facilities.

Manufactured petroleum-based plastics, biobased plastics such as those made of polylactic acid (PLA), or any mixture of the two are included in this definition. ii. “Non-Organic Recyclables” means non-putrescible and non-hazardous recyclable wastes including but not limited to bottles, cans, metals, plastics and glass, or as otherwise defined in 14 CCR Section 18982(a)(43).
jj. “Notice of Violation (NOV)” means a notice that a violation has occurred that includes a compliance date to avoid an action to seek penalties, or as otherwise defined in 14 CCR Section 18982(a)(45) or further explained in 14 CCR Section 18995.4.
kk. “Organic Waste” means Solid Wastes containing material originated from living organisms, such as food scraps and yard debris. This designation shall be made by

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 11 the authorized collector based on good public practice, ability to receive an acceptable economic return, and feasibility of composting the waste stream. ll. “Organic Waste Generator” means a person or entity that is responsible for the initial creation of Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(48).
mm. “Paper Products” include, but are not limited to, paper janitorial supplies, cartons, wrapping, packaging, file folders, hanging files, corrugated boxes, tissue, and toweling, or as otherwise defined in 14 CCR Section 18982(a)(51). nn. “Printing and Writing Papers” include, but are not limited to, copy, xerographic, watermark, cotton fiber, offset, forms, computer printout paper, white wove envelopes, manila envelopes, book paper, note pads, writing tablets, newsprint, and other uncoated writing papers, posters, index cards, calendars, brochures, reports, magazines, and publications, or as otherwise defined in 14 CCR Section 18982(a)(54).
oo. “Prohibited Container Contaminants” means the following: (i) discarded materials placed in the Blue Container that are not identified as acceptable Source Separated Recyclable Materials for the City’s Blue Container; (ii) discarded materials placed in the Green Container that are not identified as acceptable Source Separated Green Container Organic Waste for the City’s Green Container; (iii) discarded materials placed in the Gray Container that are acceptable Source Separated Recyclable Materials and/or Source Separated Green Container Organic Wastes to be placed in the City’s Green Container and/or Blue Container; and, (iv) Excluded Waste placed in any container. pp. “Recovered Organic Waste Products” means products made from California, landfill-diverted recovered Organic Waste processed in a permitted or otherwise authorized facility, or as otherwise defined in 14 CCR Section 18982(a)(60). qq. “Recovery” means any activity or process described in 14 CCR Section 18983.1(b), or as otherwise defined in 14 CCR Section 18982(a)(49). rr. “Recycled-Content Paper” means Paper Products and Printing and Writing Paper that consists of at least 30 percent, by fiber weight, postconsumer fiber, or as otherwise defined in 14 CCR Section 18982(a)(61).
ss. “Renewable Gas” means gas derived from Organic Waste that has been diverted from a California landfill and processed at an in-vessel digestion facility that is

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 12 permitted or otherwise authorized by 14 CCR to recycle Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(62).
tt. “Restaurant” means an establishment primarily engaged in the retail sale of food and drinks for on-premises or immediate consumption, or as otherwise defined in 14 CCR Section 18982(a)(64).
uu. “Route Review” means a visual Inspection of containers along a Hauler Route for the purpose of determining Container Contamination, and may include mechanical Inspection methods such as the use of cameras, or as otherwise defined in 14 CCR Section 18982(a)(65).
vv. “SB 1383” means Senate Bill 1383 of 2016 approved by the Governor on September 19, 2016, which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a Statewide effort to reduce emissions of short-lived climate pollutants as amended, supplemented, superseded, and replaced from time to time.
ww. “SB 1383 Regulations” or “SB 1383 Regulatory” means or refers to, for the purposes of this ordinance, the Short-Lived Climate Pollutants: Organic Waste Reduction regulations developed by CalRecycle and adopted in 2020 that created Title 14 of the California Code of Regulations (CCR), Division 7, Chapter 12 and amended portions of regulations of 14 CCR and 27 CCR.
xx. “Self-Hauler” means a person, who hauls Solid Waste, Organic Waste or recyclable material he or she has generated to another person. Self-hauler also includes a person who back-hauls waste, or as otherwise defined in 14 CCR Section 18982(a)(66). Back-haul means generating and transporting Organic Waste to a destination owned and operated by the generator using the generator’s own employees and equipment, or as otherwise defined in 14 CCR Section 18982(a)(66)(A).
yy. “Single-Family” means of, from, or pertaining to any residential premises with fewer than five (5) units.
zz. “Solid Waste” has the same meaning as defined in State Public Resources Code Section 40191, which defines Solid Waste as all putrescible and nonputrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, demolition and construction wastes, abandoned vehicles

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 13 and parts thereof, discarded home and industrial appliances, dewatered, treated, or chemically fixed sewage sludge which is not hazardous waste, manure, vegetable or animal solid and semi-solid wastes, and other discarded solid and semisolid wastes, with the exception that Solid Waste does not include any of the following wastes:

1. Hazardous waste, as defined in the State Public Resources Code Section 40141.

2. Radioactive waste regulated pursuant to the State Radiation Control Law (Chapter 8 (commencing with Section 114960) of Part 9 of Division 104 of the State Health and Safety Code).

3. Medical waste regulated pursuant to the State Medical Waste Management Act (Part 14 (commencing with Section 117600) of Division 104 of the State Health and Safety Code). Untreated medical waste shall not be disposed of in a Solid Waste landfill, as defined in State Public Resources Code Section 40195.1. Medical waste that has been treated and deemed to be Solid Waste shall be regulated pursuant to Division 30 of the State Public Resources Code. aaa. “Source Separated” means materials, including
commingled recyclable materials, that have been separated or kept separate from the Solid Waste stream, at the point of generation, for the purpose of additional sorting or processing those materials for recycling or reuse in order to return them to the economic mainstream in the form of raw material for new, reused, or reconstituted products, which meet the quality standards necessary to be used in the marketplace, or as otherwise defined in 14 CCR Section 17402.5(b)(4). For the purposes of the ordinance, Source Separated shall include separation of materials by the generator, property owner, property owner’s employee, property manager, or property manager’s employee into different containers for the purpose of collection such that Source Separated materials are separated from Gray Container Waste or other Solid Waste for the purposes of collection and processing. bbb. “Source Separated Blue Container Organic Waste” means Source Separated Organic Wastes such as Paper Products and Printing and Writing Paper, which can be placed in a Blue Container.
ccc. “Source Separated Green Container Organic Waste” means Source Separated Organic Waste that can be placed in a Green Container that is specifically intended for the separate collection of Organic Waste by the generator, excluding Source

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 14 Separated Blue Container Organic Waste, carpets, Non-Compostable Products, and textiles.
ddd. “Source Separated Recyclable Materials” means Source Separated NonOrganic Recyclables and Source Separated Blue Container Organic Waste. eee. “State” means the State of California.
fff. “Supermarket” means a full-line, self-service retail store with gross annual sales of two million dollars ($2,000,000), or more, and which sells a line of dry grocery, canned goods, or nonfood items and some perishable items, or as otherwise defined in 14 CCR Section 18982(a)(71).
ggg. “Tier One Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following:

1. Supermarket.

2. Grocery Store with a total facility size equal to or greater than 10,000 square feet.

3. Food Service Provider.

4. Food Distributor.

5. Wholesale Food Vendor.
hhh. “Tier Two Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following:

1. Restaurant with 250 or more seats, or a total facility size equal to or greater than 5,000 square feet.

2. Hotel with an on-site Food Facility and 200 or more rooms.

3. Health facility with an on-site Food Facility and 100 or more beds.

4. Large Venue.

5. Large Event.

6. A State agency with a cafeteria with 250 or more seats or total cafeteria facility size equal to or greater than 5,000 square feet.

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 15 7. A Local Education Agency facility with an on-site Food Facility. iii. “Wholesale Food Vendor” means a business or establishment engaged in the merchant wholesale distribution of food, where food (including fruits and vegetables) is received, shipped, stored, prepared for distribution to a retailer, warehouse, distributor, or other destination, or as otherwise defined in 14 CCR Section 189852(a)(76).

8.10.030 Requirements for Single-Family Generators
Single-Family Organic Waste Generators shall comply with the following requirements except Single-Family generators that meet the Self-Hauler requirements in Section 8.10.090 of this ordinance:

A. Subscribe to the City’s Organic Waste collection services for all Organic Waste generated as described below in Section 8.10.030(B). The City or its Designee shall have the right to review the number and size of a generator’s containers to evaluate adequacy of capacity provided for each type of collection service for proper separation of materials and containment of materials; and, Single-Family generators shall adjust its service level for its collection services as requested by the City. Generators may additionally manage their Organic Waste by preventing or reducing their Organic Waste, managing Organic Waste on site pursuant to CMC 8.08.090 , and/or using a Community Composting site pursuant to 14 CCR Section 18984.9(c).

B. Participate in the City’s Organic Waste collection service(s) by placing designated materials in designated containers as described in Section 8.10.030(C), and shall not place Prohibited Container Contaminants in collection containers.

C. Place Source Separated Green Container Organic Waste, including Food Scraps and Food-Soiled Paper, in the Green Container; Source Separated Recyclable Materials in the Blue Container; and Gray Container Waste in the Gray Container. Generators shall not place materials designated for the Gray Container into the Green Container or Blue Container.

8.10.040 Requirements for Commercial Businesses and Multi-Family Residential Dwellings
Generators that are Commercial Businesses, including Multi-Family Residential Dwellings, shall:

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 16 A. Subscribe to the City’s three-container collection services and comply with requirements of those services as described below in Section 8.10.040(B), except Multi-Family Residential Dwellings that meet the Self-Hauler requirements in Section 8.10.090 of this ordinance. The City or its Designee shall have the right to review the number and size of a generator’s containers and frequency of collection to evaluate adequacy of capacity provided for each type of collection service for proper separation of materials and containment of materials; and, Commercial Businesses shall adjust their service level for their collection services as requested by the City.

B. Except Multi-Family Residential Dwellings that meet the Self-Hauler requirements in Section 8.10.090 of this ordinance, participate in the City’s Organic Waste collection service(s) by placing designated materials in designated containers as described in Section 8.10.040(C).

Generator shall not place materials designated for the Gray Container into the Green Container or Blue Container.

D. Supply and allow access to adequate number, size, and location of collection containers with sufficient labels or colors (conforming with Section 8.10.040(F) below) for employees, contractors, tenants, and customers, consistent with the City’s Blue Container, Green Container, and Gray Container collection service or, if self-hauling, per the Commercial Businesses’ instructions to support its compliance with its self-haul program, in accordance with Section 8.10.090.

E. Multi-Family Residential Dwellings are not required to comply with container placement requirements or labeling requirements in Sections 8.10.040(E)this section and 8.10.040(F), pursuant to 14 CCR Section 18984.9(b). E. Excluding MultiFamily Residential Dwellings, pCommercial Businesses must provide containers for the collection of Source Separated Green Container Organic Waste and Source Separated Recyclable Blue Container Materials in all indoor and outdoor areas where disposal containers are provided for customers, for materials generated by that business. Such containers do not need to be provided in restrooms.

F. If a Commercial Business does not generate any of the materials that would be collected in one type of container, then the business does not have to provide that particular container in all areas where disposal containers are provided for

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 17 customers. Pursuant to 14 CCR Section 18984.9(b), for the containers provided by the business:

1. The body and or lid of the container shall be the conforming container colors in accordance with the City’s Blue Container, Green Container, and Gray Container collection service.

2. Commercial Businesses are not required to replace functional containers, including containers purchased prior to January 1, 2022, that do not comply with the requirements of the subsection prior to the end of the useful life of those containers, or prior to January 1, 2036, whichever comes first.

3. Container labels that include language and graphic images indicating the primary material accepted and the primary materials prohibited in that container, or containers with imprinted text and graphic images that indicate the primary materials accepted and primary materials prohibited in the container. Pursuant 14 CCR Section 18984.8, the container labeling requirements are required on new containers commencing January 1, 2022.

4. Container labels shall be visually inspected at least annually for legibility and condition and shall be replaced within 10 days of inspection if a label is missing, not legible, or is in poor condition.

G. To the extent practical through education, training, Inspection, and/or other measures, excluding Multi-Family Residential Dwellings, prohibit employees from placing materials in a container not designated for those materials per the City’s Blue Container, Green Container, and Gray Container collection service or, if selfhauling, per the Commercial Businesses’ instructions to support its compliance with its self-haul program, in accordance with Section 8.10.090.

H. Excluding Multi-Family Residential Dwellings, commercial generators shall routinely inspect Blue Containers, Green Containers, and Gray Containers for contamination and inform employees as soon as practicable if containers are contaminated and of the requirements to keep contaminants out of those containers pursuant to 14 CCR Section 18984.9(b)(3).

I. Annually provide written information or annual training to employees, contractors, tenants, and customers about Organic Waste Recovery requirements

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 18 and about proper sorting of Source Separated Green Container Organic Waste and Source Separated Recyclable Materials.

J. Provide education information before or within ten (10) days of occupation of the premises to new tenants that describes requirements to keep Source Separated Green Container Organic Waste and Source Separated Recyclable Materials separate from Gray Container Waste (when applicable) and the location of containers and the rules governing their use at each property.

K. Provide or arrange access for the City or its Designee to their properties during all Inspections conducted in accordance with Section 8.10.110 of this ordinance to confirm compliance with the requirements of this ordinance.

L. If a Commercial Business wants to self-haul, meet the Self-Hauler requirements in Section 8.10.090 of this ordinance.

M. Nothing in this Section prohibits a generator from preventing or reducing waste generation, managing Organic Waste on site in accordance withCMC 8.08.090, or using a Community Composting site pursuant to 14 CCR Section 18984.9(c).

N. Commercial Businesses that are Tier One or Tier Two Commercial Edible Food Generators shall comply with Food Recovery requirements, pursuant to Section 8.10.060.

8.10.050 Waivers for Generators
A. De Minimis Waivers. The City may waive a Commercial Business’ obligation (including Multi-Family Residential Dwellings) to comply with some or all of the Organic Waste requirements of this ordinance if the Commercial Business provides documentation that the business generates below a certain amount of Organic Waste material as described in Section 8.10.050(A)(2) below. Commercial Businesses requesting a de minimis waiver shall:

1. Submit an application specifying the services that they are requesting a waiver from and provide documentation as noted
in Section 8.10.050(A)(2) below.

2. Provide documentation that either:
a. The Commercial Business’ total Solid Waste collection service is two cubic yards or more per week and Organic Waste subject to collection in a Blue Container or Green Container comprises less

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 19 than 20 gallons per week per applicable container of the business’ total waste; or,
b. The Commercial Business’ total Solid Waste collection service is less than two cubic yards per week and Organic Waste subject to collection in a Blue Container or Green Container comprises less than 10 gallons per week per applicable container of the business’ total waste.

3. Notify the City within thirty (30) days if circumstances change such that Commercial Business’s Organic Waste exceeds the threshold required for waiver, in which case the waiver will be rescinded.

4. Provide written verification of eligibility for de minimis waiver every two (2) years, if the City has approved de minimis waiver.

B. Physical Space Waivers. The City may waive a Commercial Business’ or property owner’s obligations (including Multi-Family Residential Dwellings) to comply with some or all of the recyclable materials and/or Organic Waste collection service requirements if the City has evidence from its own staff, a hauler, licensed architect, or licensed engineer demonstrating that the premises lacks adequate space for the collection containers required for compliance with the Organic Waste collection requirements of Section 8.10.050.

C. A Commercial Business or property owner may request a physical space waiver through the following process:

1. Submit an application form specifying the type(s) of collection services for which they are requesting a compliance waiver;

2. Provide written and photographic documentation that the premises lacks adequate space for Blue Containers and/or Green Containers including documentation from its hauler, licensed architect, or licensed engineer; and

3. Provide written verification to the City that it is still eligible for physical space waiver every five (5) years, if the City has approved application for a physical space waiver.

4. Zero Waste Sonoma, in cooperation with the City's franchised hauler and the City, will review and approve waivers.

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 20 8.10.060 Requirements for Commercial Edible Food Generators A. Tier One Commercial Edible Food Generators must comply with the requirements of this section commencing January 1, 2022, and Tier Two Commercial Edible Food Generators must comply commencing January 1, 2024, pursuant to 14 CCR Section 18991.3.

B. Large Venue or Large Event operators not providing food services, but allowing for food to be provided by others, shall require Food Facilities operating at the Large Venue or Large Event to comply with the requirements of this Section, commencing January 1, 2024.

C. Commercial Edible Food Generators shall comply with the following requirements:

1. Arrange to recover the maximum amount of Edible Food that would otherwise be disposed.

2. Contract with, or enter into a written agreement with Food Recovery Organizations or Food Recovery Services for: (i) the collection of Edible Food for Food Recovery; or, (ii) acceptance of the Edible Food that the Commercial Edible Food Generator self-hauls to the Food Recovery Organization for Food Recovery.

3. Shall not intentionally spoil Edible Food that is capable of being recovered by a Food Recovery Organization or a Food Recovery Service.

4. Allow the City or its Designee to access the premises and review records pursuant to 14 CCR Section 18991.4.

5. Keep records that include the following information, or as otherwise specified in 14 CCR Section 18991.4:
a. A list of each Food Recovery Service or organization that collects or receives its Edible Food pursuant to a contract or written agreement established under 14 CCR Section 18991.3(b).
b. A copy of all contracts or written agreements established under 14 CCR Section 18991.3(b).

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 21 c. A record of the following information for each of those Food Recovery Services or Food Recovery Organizations:
i. The name, address, and contact information of the Food Recovery Service or Food Recovery Organization.
ii. The types of food that will be collected by or self-hauled to the Food Recovery Service or Food Recovery Organization.
iii. The established frequency that food will be collected or selfhauled. iv. The quantity of food, measured in pounds recovered per month, collected or self-hauled to a Food Recovery
Service or Food Recovery Organization for Food Recovery.

D. Nothing in this ordinance shall be construed to limit or conflict with the protections provided by the California Good Samaritan Food Donation Act of 2017, the Federal Good Samaritan Act, or share table and school food donation guidance pursuant to Senate Bill 557 of 2017 (approved by the Governor of the State of California on September 25, 2017, which added Article 13 [commencing with Section 49580] to Chapter 9 of Part 27 of Division 4 of Title 2 of the Education Code, and to amend Section 114079 of the Health and Safety Code, relating to food safety, as amended, supplemented, superseded and replaced from time to time).

8.10.070 Requirements for Food Recovery Organizations and Services A. Food Recovery Services collecting or receiving Edible Food directly from Commercial Edible Food Generators, via a contract or written agreement established under 14 CCR Section 18991.3(b), shall maintain the following records, or as otherwise specified by 14 CCR Section 18991.5(a)(1):

1. The name, address, and contact information for each Commercial Edible Food Generator from which the service collects Edible Food.

2. The quantity in pounds of Edible Food collected from each Commercial Edible Food Generator per month.

3. The quantity in pounds of Edible Food transported to each Food Recovery Organization per month.

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 22 4. The name, address, and contact information for each Food Recovery Organization that the Food Recovery Service transports Edible Food to for Food Recovery.

B. Food Recovery Organizations collecting or receiving Edible Food directly from Commercial Edible Food Generators, via a contract or written agreement established under 14 CCR Section 18991.3(b), shall maintain the following records, or as otherwise specified by 14 CCR Section 18991.5(a)(2):

1. The name, address, and contact information for each Commercial Edible Food Generator from which the organization receives Edible Food.

2. The quantity in pounds of Edible Food received from each Commercial Edible Food Generator per month.

3. The name, address, and contact information for each Food Recovery Service that the organization receives Edible Food from for Food Recovery.

C. Food Recovery Organizations and Food Recovery Services shall inform generators about California and Federal Good Samaritan Food Donation Act protection in written communications, such as in their contract or agreement established under 14 CCR Section 18991.3(b).

D. Food Recovery Capacity Planning

1. Food Recovery Services and Food Recovery Organizations. In order to support Edible Food Recovery capacity planning assessments or other studies conducted by the Agency, County, City, or its Designee, Food Recovery Services and Food Recovery Organizations operating in the City shall provide information and consultation to the City, upon request, regarding existing, or proposed new or expanded, Food Recovery capacity that could be accessed by the City and its Commercial Edible Food Generators. A Food Recovery Service or Food Recovery Organization contacted by the City shall respond to such request for information within 60 days, unless a shorter timeframe is otherwise specified by the City.

8.10.080 Requirements for Haulers and Facility Operators A. Requirements for Haulers

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 23 1. Exclusive franchised hauler(s) providing residential, Commercial, or industrial Organic Waste collection services to generators within the City’s boundaries shall meet the following requirements and standards as a condition of approval of a contract, agreement, or other authorization with the City to collect Organic Waste:

A. Through written notice to the City annually, on or before March 1, identify the facilities to which they will transport Organic Waste including facilities for Source Separated Recyclable Materials and Source Separated Green Container Organic Waste
B. Transport Source Separated Recyclable Materials and Source Separated Green Container Organic Waste to a facility,
operation, activity, or property that recovers Organic Waste as defined in 14 CCR, Division 7, Chapter 12, Article 2.

C. Obtain approval from the City to haul Organic Waste, unless it is transporting Source Separated Organic Waste to a Community Composting site or lawfully transporting Construction and Demolition Debris in a manner that complies with 14 CCR Section 18989.1.

2. Exclusive franchised hauler(s) shall at a minimum annually inspect container labels for legibility and condition and shall replace a label within 10 days of inspection if a label is missing, not legible, is in poor condition, or is non-compliant.

3. Exclusive franchised hauler(s) authorization to collect Organic Waste shall comply with education, equipment, signage, container labeling, container color, contamination monitoring, annual route reviews, reporting, and other requirements contained within its franchise agreement or other agreements entered into with the City.

B. Requirements for Facility Operators and Community Composting Operations

1. Owners of facilities, operations, and activities that recover Organic Waste, including, but not limited to, Compost facilities, in-vessel digestion facilities, and publicly-owned treatment works shall, upon the City’s request, provide information regarding available and potential new or expanded capacity at their facilities, operations, and activities,

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 24 including information about throughput and permitted capacity necessary for planning purposes. Entities contacted by the City shall respond within 60 days.

2. Community Composting operators, upon the City’s request, shall provide information to the City to support Organic Waste capacity planning, including, but not limited to, an estimate of the amount of Organic Waste anticipated to be handled at the Community Composting operation. Entities contacted by the City shall respond within 60 days.

8.10.090 Self-Hauler Requirements
A. Self-Hauling is only allowed for residential premises, in accordance with CMC

8.08. A residential generator who is a self-hauler of organic waste shall comply with 14 CCR Section 18988.3.

8.10.100 Procurement Requirements for City Departments, Direct Service Providers, and Vendors
A. All City departments, direct service providers, and vendors to the City, as applicable, shall comply with the City’s adopted Environmentally Preferable Purchasing (EPP) Policy, which includes a Recovered Organic Waste Product procurement provision and a Recycled-Content Paper procurement provision. All direct service providers and vendors to the City shall affirm in writing that they are in compliance with the EPP Policy.

B. All City departments, direct service providers, and vendors shall provide records of compliance to the City’s Recovered Organic Waste Product procurement recordkeeping Designee, in accordance with the City’s Environmentally Preferable Purchasing (EPP) Policy for Recycled-Content Paper procurement within thirty (30) days of the purchase (both recycled-content and non-recycled content, if any is purchased) made by any department or employee of the City.

C. Records shall include a copy (electronic or paper) of the invoice or other documentation of purchase, written certifications, purchaser name, quantity purchased, date purchased, and recycled content (including products that contain none), and if non-recycled content Paper Products or Printing and Writing Papers are provided, include a description of why Recycled-Content Paper Products or Printing and Writing Papers were not provided.

8.10.110 Inspections and Investigations

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 25 A. City representatives and/or its Designee are authorized to conduct inspections and investigations, at random or otherwise, of any collection container, collection vehicle loads, or transfer, processing, or disposal facility for materials collected from generators, or Source Separated materials to confirm compliance with this ordinance by Organic Waste Generators, Commercial Businesses (including MultiFamily Residential Dwellings), property owners, Commercial Edible Food Generators, haulers, Self-Haulers, Food Recovery Services, and Food Recovery Organizations, subject to applicable laws. This Section does not allow the City to enter the interior of a private residential property for Inspection.

B. All regulated entities shall provide or arrange for access during all Inspections (with the exception of residential property interiors) and shall cooperate with the City’s employee or its Designee during such Inspections and investigations. Such Inspections and investigations may include confirmation of proper placement of materials in containers, condition of containers and labels, Edible Food Recovery activities, records, or any other requirement of this ordinance described herein. Failure to provide or arrange for: (i) access to an entity’s premises; or (ii) access to records for any Inspection or investigation is a violation of this ordinance and may result in penalties described.

C. Any records obtained by the City during its Inspections and other reviews shall be subject to the requirements and applicable disclosure exemptions of the Public Records Act as set forth in Government Code Section 6250 et seq.

D. The City’s representatives and/or Designee are authorized to conduct any Inspections or other investigations as reasonably necessary to further the goals of this ordinance, subject to applicable laws.

E. The City shall receive written complaints from persons regarding an entity that may be potentially non-compliant with SB 1383 Regulations, including receipt of anonymous complaints.

8.10.120 Enforcement
A. Violation of any provision of this ordinance shall be subject to provisions of Chapter 1.20 of the CMC and shall constitute grounds for issuance of a Notice of Violation and assessment of a fine by the City Code Enforcement Officer or representative. Enforcement Actions under this ordinance are issuance of an administrative citation and assessment of a fine. The City’s procedures on imposition of administrative fines as referenced Chapter 1.28. of the CMC are

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 26 hereby incorporated in their entirety, as modified from time to time, and shall govern the imposition, enforcement, collection, and review of administrative citations issued to enforce this ordinance and any rule or regulation adopted pursuant to this ordinance, except as otherwise indicated in this ordinance.

B. Other remedies allowed by law may be used, including civil action or prosecution as misdemeanor or infraction. The City may pursue civil actions in the California courts to seek recovery of unpaid administrative citations. The City may choose to delay court action until such time as a sufficiently large number of violations, or cumulative size of violations exist such that court action is a reasonable use of City staff and resources.

C. Responsible Entity for Enforcement

1. Enforcement pursuant to this ordinance may be undertaken by the City Code Enforcement Officer, which may be the City Manager or their designated entity, legal counsel, or combination thereof. a. The City Code Enforcement Officer(s) will interpret ordinance; determine the applicability of waivers, if violation(s) have occurred; implement Enforcement Actions; and, determine if compliance standards are met.
b. The City Code Enforcement Officer(s) may issue Notices of Violation(s).

D. Process for Enforcement

1. The City Code Enforcement Officer and/or their Designee will monitor compliance with the ordinance randomly and through Compliance Reviews, Route Reviews, investigation of complaints, and an Inspection program. Section 8.10.110 establishes the City’s right to conduct Inspections and investigations.

2. The City and/or their Designee may issue an official notification to notify regulated entities of its obligations under the ordinance.

3. For incidences of Prohibited Container Contaminants found in containers, the City will issue a Notice of Violation to any generator found to have Prohibited Container Contaminants in a container. Such notice will be provided via a cart tag or other communication immediately upon identification of the Prohibited Container Contaminants or within 14

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) 27 days after determining that a violation has occurred. If the City observes Prohibited Container Contaminants in a generator’s containers on more than three (3) consecutive occasion(s), the City may assess contamination penalties on the generator.

4. With the exception of violations of generator contamination of container contents addressed under Section 8.10.110(D)(3), the City shall issue a Notice of Violation requiring compliance within 60 days of issuance of the notice.

5. Absent compliance by the respondent within the deadline set forth in the Notice of Violation, the City shall commence an action to impose penalties, via an administrative citation and fine, pursuant to subsection E. below.

6. Notices shall be sent to “owner” at the official address of the owner maintained by the tax collector for the City or if no such address is available, to the owner at the address of the dwelling
or Commercial property or to the party responsible for paying for the collection services, depending upon available information E. Civil Penalties for Non-Compliance. Penalties for violations of this ordinance will be assessed pursuant to CMC Chapter 1.28 as needed.
[1] Wherever in this chapter reference is made to a section of the California Code of Regulations (CCR), that reference includes that CCR section as it reads as of the date this chapter of the municipal code is adopted and as the CCR section is amended at any time in the future.

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Attachment: City of Cotati Ordinance SB 1383 12.15.21 (SB 1383 Ordinance) Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: Renaming the Measure G Oversight Committee to Measure S Oversight Committee
Date: January 11, 2022
Written by: Angela Courter, Director of Administrative Services Recommendation
It is recommended that the City Council adopt a resolution renaming the Measure G Citizens' Oversight Committee to the Measure S' Citizens Oversight Committee.

Background
On December 8, 2020, the City Council filed the statement of the votes cast with the declaration of the results of the City of Cotati Consolidated General Municipal Election held on November 3, 2020. A 74.49% vote in Cotati approved Measure S, which extended the existing Measure G sales tax until repealed by the voters. The ballot language for both measures requires on-going citizen oversight of the measure.

Analysis/Discussion
At its regular meeting of March 10, 2015, the Council adopted the appointment process, structure, and responsibilities for the Measure G Oversight Committee (see attached Resolution 2015-64).

Measure G expenditures have been reviewed annually in public meetings by the Citizens Oversight Committee to ensure expenditures meet the requirements of the voter approved revenue, with annual reports to the City Council. Measure G annual reports are posted on the City website at www.cotaticity.org.

With the voter approval of Measure S, the committee requires a formal name change of the citizens oversight committee from Measure G Oversight Committee to Measure S Oversight Committee.

Financial Considerations
There is no financial impact related to the name change of the citizens oversight committee.

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Environmental Issues
Not applicable.

Attachments:

Reso 2015-64 (PDF)

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Attachment: Reso 2015-64 (2 Process to Rename Measure G Oversight Committee Staff Report)

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Attachment: Reso 2015-64 (2 Process to Rename Measure G Oversight Committee Staff Report) RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COTATI RENAMING

THE MEASURE G CITIZEN OVERSIGHT COMMITTEE TO THE MEASURE S

CITIZEN OVERSIGHT COMMITTEE
WHEREAS, On June 3, 2014, Cotati voters approved Measure G, the Cotati Essential Services Measure, which extended the City's existing Measure A sales tax and set the rate at one cent for nine years, with annual audits and independent citizens' oversight of Measure G revenue and expenses; and
WHEREAS, the City Council established the Measure G Citizens' Oversight Committee (“Committee”) and instituted the Committee’s appointment process and responsibilities so that the appropriate oversight of Measure G revenue and expenditure is provided; and WHEREAS, Measure G expenditures have been reviewed annually in public meetings by the Citizens Oversight Committee to ensure expenditures meet the requirements of the voter approved revenue, with annual reports to the City Council and posted on the City website at www.cotaticity.org; and
WHEREAS, the City of Cotati held a Consolidated General Municipal Election on November 3, 2020, including a measure for the voters to consider Measure S – “Extension of the Existing Local Revenue Measure” (Measure G), which was approved by the voters with 74.49% of the total votes, exceeding the necessary simple majority vote for passage; and WHEREAS, the City Council desires to formally rename the Measure G Oversight Committee to the Measure S Oversight Committee.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cotati as follows:

Section 1. The above Recitals are true and correct and are incorporated herein by reference.

Section 2. The Committee is hereby renamed.

IT IS HEREBY CERTIFIED that the foregoing resolution was duly adopted at a regular meeting of the City Council of the City of Cotati held on the January 11th, 2022, by the following vote, to wit:

Approved:________________________________
Mayor
Attest:____________________________
Lauren Berges, City Clerk
Approved as to form:
____________________________
City Attorney
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Cotati City Council
Agenda Staff Report
Item type: CONSENT CALENDAR (ACTION)
To: City Council
Subject: Consider approving an Amendment to the GHD, Inc. agreement for the preparation of the Quick Strike Design and providing additional services for completion of additional environmental technical studies Date: January 11, 2022
Written by: Craig Scott, Director of Public Works/City Engineer Recommendation
It is recommended the City Council of the City of Cotati approve by motion Amendment Number 2 to the Quick Strike Project Professional Services Contract with GHD, Inc. for providing additional environmental technical studies, and authorize City Manger to execute said amendment
Background
The City’s Design Contract for the Downtown and Civic Center Connectivity and Safety Project (Project) needs to be amended to complete additional environmental technical studies requested by Caltrans. In early 2021, the City was awarded Federal street grant funding for the Project as part of the Safe and Seamless Mobility Quick-Strike Program. The grant funds are from two sources: the Federal Coronavirus Response and Relief Supplemental Appropriations Act of 2021 (CRRSAA) and the One Bay Area Grant program (OBAG2). The Project consists of repaving West Sierra Avenue and La Plaza Street and providing enhanced bicycle and pedestrian safety features connecting Downtown to the Civic Center.

Analysis/Discussion
As a project to receive Federal transportation grant funds for construction, the Project is subject to the Federal Highway Administration requirements and Caltrans project delivery requirements.

Despite Caltrans having created a streamlined process for roadway paving rehabilitation projects, the City’s Project was found to be near sensitive cultural and historically significant areas and certain studies are not eligible for the streamlined process. Special technical studies are required which were unforeseen in the original scoping of the Project design as maps showing the delineation of these areas are not available to the public and, therefore, the Project’s vicinity to these sensitive areas was not known until recent Caltrans review. In any event, the Project is within the existing roadway section, so no actual impacts of any kind are expected.

In addition to the added costs to complete the technical studies, these studies are anticipated to add two to three months to the Project’s schedule and pushes Project construction from the late

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summer or fall of 2022 to the spring of 2023. Even with this delay, the City expects to be able to navigate the Caltrans project delivery process and receive authorization to construct by the Quick Strike program deadline of September 30, 2022.

Financial Considerations
The City’s adopted FY 21/22 budget includes $200,000 for the Project. On July 27, 2021, City Council approved a Professional Service Agreement with GHD, Inc. in the amount of $114,581 for design and environmental services, which included the original scope and the cost of the first amendment (which together totaled $114,358).

The cost for the additional technical studies is $16,272, and staff recommends a staff contingency of $10,000 for potential additional added scope items ($26,272 total). The total revised, authorized Project budget amount is therefore $140,853, which is within the Project’s authorized budget amount.

The Project’s construction and construction management costs will be included within the proposed FY22/23 City budget.

Environmental Issues
The Downtown and Civic Center Connectivity and Safety Project is Categorically Exempt under Section 15301 of the California Environmental Quality Act (CEQA) Guidelines as it consists of the repair and maintenance of an existing facility.

Attachments:

Amendment No 2 Proposal (PDF)

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The Power of Commitment
GHD, Inc. 380
2235 Mercury Way, Suite 150
Santa Rosa, CA 95405
USA
www.ghd.com
Our ref: 11198599
15 December 2021
Mr. Craig A. Scott, Public Works Director/City Engineer City of Cotati
201 West Sierra Avenue
Cotati, CA 94931
RE: Downtown and Civic Center Connectivity and Safety Project Design and Environmental Services – Amendment No. 2
Dear Craig
GHD is pleased to provide this proposed scope of work amendment to our existing agreement for the Downtown and Civic Center Connectivity and Safety Project (aka “Quick Strike Project”) (Project).

Project Understanding
GHD is coordinating with the City of Cotati (City) and Caltrans District 4 to complete the required documentation for the Project for full compliance with the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA). The NEPA process for the Project follows the procedural guidance outlined in Chapter 6 of the Caltrans Local Agency Procedures Manual (LAPM) and the Standard Environmental Reference (SER).

A Preliminary Environmental Study (PES) for the Project was submitted to Caltrans, and a Caltrans Field Review was conducted on October 12, 2021. Subsequent to the PES and Field Review, Caltrans Professionally Qualified Staff (PQS) have requested completion of additional technical studies to support the Project’s NEPA review. This amendment includes preparation of the Caltrans requested NEPA documentation for the Project.

Our scope of work and fee is outlined below for your consideration:

Scope of Work
Task 1 - Project Management, Coordination and QA/QC
Additional work in this task includes project administration, coordination and quality control as stated in the following sub-sections:

Task 1.1 Internal Coordination and Administration
• Budget and schedule modification and tracking
• Provide project and contract modification, sub-consultant agreements and tracking Task 1.2 Project Review Meetings (no additional work)
Task 1.3 QA/QC

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Attachment: Amendment No 2 Proposal (Amendment 2 to Quick Strike PSA) The Power of Commitment
11198599 | RE: Downtown and Civic Center Connectivity and Safety Project Design and Environmental Services – Amendment No. 2 2 Prior to being submitted to the City for review, all deliverables will be reviewed by a senior staff member(s) for QA/QC, including the
Task 2 – Environmental Documentation
This task includes completion of additional technical studies for the Project’s NEPA review.

Task 2.1 Caltrans NEPA Documentation for Federal-Aid Funding Caltrans District 4 Office of Local Assistance staff have requested completion of the following cultural resource studies for the Project:
• Area of Potential Effects (APE) Map
• Archaeological Survey Report (ASR)
• Historic Property Survey Report (HPSR)
• Finding of Effect (FOE)
In addition, Caltrans has requested air quality information to support a Task Force PM 2.5 finding, information about Project-related right of way, and a letter summarizing final Project-specific mitigation commitments to support a NEPA Categorical Exclusion.

Under this Amendment, GHD will complete the required documentation. The documentation will follow the procedural guidance outlined in Chapter 6 of the LAPM and the SER.

GHD will work with the Sonoma State University Anthropological Studies Center (ASC) to complete the cultural resource documentation for the Project. GHD will develop a Draft APE Map for the Project, which will require City and Caltrans approval. Following completion of the APE Map, ASC will conduct a review of records, maps, and documents on file at the Northwest Information Center (NWIC) of the California Historical Resources Information System, Sonoma State University, and publications and maps at the ASC office. ASC will contact the Native American Heritage Commission (NAHC) for a review of the Sacred Lands File and for contact information for the appropriate tribal communities, and will contact listed communities and individuals regarding the archaeological sensitivity of the project area per Section 106 requirements. ASC will perform an archaeological field survey of the Project area to identify and document cultural resources. ASC will then prepare a draft Archaeological Study Report (ASR), Historic Property Survey Report (HPSR), and Finding of No Effect (FOE) letter for review for two rounds of GHD and City reviews, followed by two rounds of Caltrans review. ASC and GHD will incorporate Caltrans comments as appropriate and issue documents to support a NEPA Categorical Exclusion for the project.

GHD will also coordinate with the City and Caltrans to provide the requested air quality information to support a Task Force PM 2.5 finding, and will assiste the City in preparing a letter containing final mitigation commitments to support a NEPA Categorical Exclusion.

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Attachment: Amendment No 2 Proposal (Amendment 2 to Quick Strike PSA) The Power of Commitment
11198599 | RE: Downtown and Civic Center Connectivity and Safety Project Design and Environmental Services – Amendment No. 2 3 Task 3 – Right of Way Documentation (no additional work) Task 4 – Final Design (Pre-Final Update and Final) (no additional work) Task 5 – Project Advertisement and Bid Phase Services (no additional work) Task 6 – Engineering Support during Construction (future work/agreement) Task 7 – Construction Management and Inspection (future work/agreement) Assumptions
• The project will not require completion of a Historical Resources Evaluation Report (HRER), Extended Phase I (XPI), or Environmentally Sensitive Area-Action Plan (ESA-AP). • The agreement end-date will be extended, if required, due to the additional scope and potential schedule impacts.

Project Schedule
Project schedule will be adjusted after acceptance of amendment to include additional work.

Fee Estimate
The estimated fee for professional services included in this amendment proposal is $16,272. A summary of the contract budget amount with amendment is shown in Table 1, below. See attachment for breakdown of the estimated fee.

Table 1: Project Budget Summary
Original Contract Amount $87,349
Contract Amendment No. 1 – additional
design scope $27,009
Contract Amendment No. 2 – additional
environmental/NEPA scope $16,272
Total Contract Amount with Amendment $130,630
Closing
It is assumed that upon agreement of the scope of work for these professional services, the City will issue an amendment to our existing agreement for this work.

If you have any questions or comments regarding this proposal, please feel free to call me at 540-9689.

Sincerely,

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Attachment: Amendment No 2 Proposal (Amendment 2 to Quick Strike PSA) The Power of Commitment
11198599 | RE: Downtown and Civic Center Connectivity and Safety Project Design and Environmental Services – Amendment No. 2 4 GHD Inc.

Matt Wargula, P.E., T.E.

Project Manager | A GHD Associate
(707) 540-9689
Attachment: Fee Estimate Spreadsheet
Preliminary Schedule

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Attachment: Amendment No 2 Proposal (Amendment 2 to Quick Strike PSA) Project Name: Downtown and Civic Center Connectivity and Safety Project Design and Environmental Services - Amendment No. 2 Client:

Prepared by: B. Bacciarini Date:

Reviewed by: M. Wargula
Job Number: 11198599.00
LABOR CATEGORY > Project Project
Engineer Coord.

RATE > $225 $220 $160 $200 $160 $175 $220 $210 $180 $160 $140 $150 Task / Item /Hr /Hr /Hr /Hr /Hr /Hr /Hr /Hr /Hr /Hr /Hr /Hr 2 2 3 7 $46 $936
0 $0 $0
3 3 $20 $695
3 2 0 2 0 0 0 0 0 0 0 3 10 $65 $0 $1,630
2 18 12 6 38 $247 $7,475 $14,642
SUBTOTAL TASK 2 0 2 0 18 12 0 0 0 0 6 0 0 38 $247 $7,475 $14,642 SUBTOTAL TASK 3 0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0
SUBTOTAL TASK 4 0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0
0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0
0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0
0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0
0 0 0 0 0 0 $0 $0
0 0 0 0 0 0 0 0 0 0 0 0 0 $0 $0 $0
PROJECT TOTALS 3 4 0 20 12 0 0 0 0 6 0 3 48 $312 $7,475 $16,272 Task 1 - Project Management, Environmental Review, and Coordination Task 2 - Environmental Documentation (no additional work) Task 3 - Right of Way Documentation (no additional work) SUBTOTAL TASK 6

EXHIBIT B - PROJECT FEE ESTIMATING SHEET

LABOR COSTS

2.1 Caltrans NEPA Documentation for Federal-Aid Funding City of Cotati
SUBTOTAL TASK 1
*OTHER
DIRECT
COSTS

1.1 Project Management, Coordination and QA/QC
December 15, 2021

FEE COMPUTATION
TOTAL FEE SubConsultants

1.3 QA/QC
Task 7 - Construction Management and Inspection (future work/agreement) Contingency
Task 4 - Final Design (Pre-Final Update and Final) (no additional work)

CONTINGENCY
SUBTOTAL TASK 5
SUBTOTAL TASK 7
Task 6 - Engineering Support during Construction (future work/agreement) Sr. Enviro
Planner
Enviro
Planner
Senior
Electrical Eng.

1.2 Project Review Meetings
Task 5 - Project Advertisement and Bid Phase Services (no additional work) Project
Manager
Proj. Dir. /
QA/QC
Staff Elect
Engineer TOTAL
HOURS
Resident
Engineer
Constrution
Inspector
CAD /
Graphics PA
12/15/2021 Page 1

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Attachment: Amendment No 2 Proposal (Amendment 2 to Quick Strike PSA) Cotati City Council
Agenda Staff Report
Item type: REGULAR AGENDA (ACTION)
To: City Council/Successor Agency to the Former Cotati Community Redevelopment Agency
Subject: Discussion/Action Regarding Funding of Pension Plans and Financing of Certain City Street Improvements
Date: January 11, 2022
Written by: Angela Courter, Director of Administrative Services Recommendation
It is recommended that the City Council adopt the resolution authorizing the various legal agreements pertaining to the financing of the City’s pension plans and street improvement projects in substantially the form attached.

Background
The City has been researching cost optimization strategies involving the financing all or part of the City’s Street Improvement Project and CalPERS Unfunded Accrued Liability (UAL).

After careful review and analysis of all financing options, the City Council determined that a comprehensive approach to managing City reserves, street improvement project funding, and UAL repayment is the most advantageous course of action. This comprehensive financing structure is optimal for managing future UAL, cost reduction, cash flow balancing and infrastructure repair. Combining additional street improvement project financing with the pension refunding provides for accelerating street repair, thereby lowering overall repair costs and allows for greater cost of issuance efficiency for the City. The current financing plan reduces the risk of pension liability and manages street improvement projects to ensure that the City’s cash flow is balanced, and appropriate reserve levels are maintained, as follows:
• Borrow approximately $4.0 million in the form of taxable pension obligation debt; • Make an additional $2.0 million cash contribution to CalPERS from reserves and ongoing revenues; and • Borrow approximately $7.7 million in the form of tax-exempt lease debt for street reconstruction/repair.

The combined borrowed amount will total approximately $11.7 million. With the $2 million cash contribution to UAL, as of the 2021 CalPERS actuarial statement (due August 2022), the City is targeting approximately 92% funded. This proposed UAL strategy is intended to meet

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the City Council’s target funding level, reducing the amount of taxable borrowing to the degree possible, structuring declining payments in years 15-20 to ensure payments at or below the current “do nothing” UAL payment, maintaining General Fund reserve levels above 50% while saving the City substantial funds compared to the “do nothing” UAL approach. Both loans allow for zero prepayment penalty year 7 or later. With the FY 21/22 budget development, there will be additional discussions about the appropriate level of initial 115 Trust funding above the annual savings. In the near future, staff will also be bringing forward the updated Pavement Management Plan and proposed 2022 Street Paving Project, followed by an updated streets capital plan that will incorporate the accelerated street paving program.

At the staff’s direction, the financing team issued a request for proposal (“RFP”) to twenty-one (21) banks specializing in government lending to refinance a portion of the UAL and finance some of the street improvement projects. The RFP proposed structuring the borrowing as a leaseleaseback transaction with the City streets as the leased asset. On November 9, 2021, City Council reviewed all bids and adopted staff’s recommendation of proceeding with the First Foundation Public Finance (the “Bank”) loan, at a 20-year term on a private placement basis because the interest rates quoted were lower than competitor banks, as well as projected public offering alternatives. The Bank required loan collateral in the form of the City streets and “additional essential assets” (i.e., buildings or infrastructure). The City and Bank discussed what might be available as additional essential assets and determined that the Train Depot and Falletti Ranch properties represent a mutually agreeable option at this time. If approved, the lease obligations will be documented through the recorded Memorandum of Series 2022B Lease Agreement, which is attached.

The City now desires to enter into a series of agreements with the Bank to complete the proposed financing as described below. The lease arrangements are separated by collateral pledged and broken down into two groups of agreements: tax-exempt and taxable. The tax-exempt agreements will use the City streets as collateral to borrow on a tax-exempt basis to fund the street improvement projects. The taxable agreements will use certain the above-mentioned real property as collateral to borrow on a taxable basis to finance a portion of the City UAL obligations.

Analysis/Discussion
Summary of the Refinancing Documents

1. Series 2022 A Site and Facilities Lease (Tax-Exempt): This is an agreement between the City (Lessor) and the Bank (Lessee), which sets forth the covenants and specifics of the lease of all public roadways within the city limits of the City, presently consisting of approximately 47.96 lane miles of streets (the “2022A Property”) in order to finance the acquisition, design, construction, installation, renovation and/or reimbursement of certain City street improvements. The agreement details the promise of the City to lease the 2022A Property to the Bank and the Bank’s obligation to lease the 2022A Property back to the City pursuant to the Series 2022A Lease Agreement (discussed below).

2. Series 2022A Lease Agreement (Tax-Exempt): This agreement pairs with #1 above. This

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agreement sets forth the covenants and specifics of the “lease-back” of the 2022A Property from the Bank (Sublessor) back to the City (Sublessee), which include the City’s duties, repayment mechanisms, prepayment options for the City, the tax-exempt status of the lease obligation, and the Bank’s rights and remedies in the event of default.

3. Series 2022B Site and Facilities Lease (Taxable): This agreement is similar in structure to that of #1. The only difference, as mentioned above, is the collateral and tax structure.

This is an agreement between the City (Lessor) and the Bank (Lessee), which sets forth the covenants and specifics of the lease of certain real property situated in the City, more specifically described as the Falletti Ranch property and the Train Depot property (the “2022B Property”) in order to finance a portion of the UAL obligations, including the promise of the City to lease the 2022B Property to the Bank and the Bank’s obligation to lease the 2022B Property back to the City pursuant to the Series 2022A Lease Agreement(discussed below).

4. Series 2022B Lease Agreement (Taxable): This agreement pairs with #3 above. This agreement sets forth the covenants and specifics of the “lease-back” of the 2022B Property from the Bank (Sublessor) back to the City (Sublessee), which include the City’s duties, repayment mechanisms, prepayment options for the City, the taxable implications of the lease obligation, and the Bank’s rights and remedies in the event of default.

5. Memorandum of Series 2022B Lease Agreement: The purpose of this memorandum is for the purpose of recording the Series 2022B Lease Agreement with the county recorder and in no way modifies the provisions of the Series 2022B Lease Agreement.

6. Payment Instructions: These are irrevocable instructions pursuant to which the proceeds of the UAL refinancing will be sent by the Bank directly to CalPERS at closing and used exclusively for the purpose of repaying a portion of the outstanding UAL obligation.

7. Placement Agent Agreement: The Placement Agent Agreement is an agreement between the City and Hilltop Securities Inc. (the “Placement Agent”), which provides the terms and conditions for the arrangement and placement of the Financing with the Bank.

Good Faith Estimates
Section 5852.1 of the Government Code of the State of California (“Section 5852.1”) provides that the City obtain and disclose, in a meeting open to the public, prior to authorization of the Financing, good faith estimates of: (a) the true interest cost of the Bonds, (b) the finance charge of the Financing, meaning the sum of all fees and charges paid to third parties, (c) the amount of proceeds of the Financing received less the finance charge described above and any reserves or capitalized interest paid or funded with proceeds of the Financing, and (d) the sum total of all debt service payments on the Financing calculated to the final maturity of the Financing plus the fees and charges paid to third parties not paid with the proceeds of the Financing.

In accordance with California Government Code Section 5852.1, good faith estimates associated

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with the Series 2022A Tax Exempt Lease Financing are attached in Exhibit A hereto.

In accordance with California Government Code Section 5852.1, good faith estimates of the Series 2022B Taxable Lease Financing are attached in Exhibit B hereto.

Financial Considerations
The financial consideration of the financing strategy is described in the attached Financing Summary.

The Consultants have agreed to work on a full contingent basis, and therefore consulting costs will only be incurred if the Financing is successful (which costs will then be paid out of the proceeds of the Financing). If the Financing is unsuccessful, there would be no additional consulting services costs to the City. There would also be cost implications to the City for time spent on administrative tasks associated with the Financing process. The anticipated cash flow savings to the City and its taxpayers because of the Financing will exceed the cost of issuance.

Environmental Issues
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

Attachments:

Streets and Pension Financing Presentation (PDF)
Financing Summary (UAL) (PDF)
EXHIBIT A and B: Good Faith Estimates (PDF)
Series 2022A - Tax-Exempt Site Lease (PDF)
Series 2022A - Tax-Exempt Lease Agreement (PDF)
Series 2022B - Taxable Site Lease (PDF)
Series 2022B - Taxable Lease Agreement (PDF)
Memorandum of Lease Agreement (PDF)
CalPERS Payment Instructions (PDF)
Placement Agent Agreement with City of Cotati for 2022 A and 2022 B (PDF)

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City Council
Meeting:

UAL Refunding
and Street
Financing
JANUARY 11, 2022
City of Cotati

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Attachment: Streets and Pension Financing Presentation [Revision 1] (Pension and Overview
 May 18, 2021 – City Council Study Session on CalPERS Unfunded Accrued Liability (UAL)  July 27, 2021 – City Council Meeting – Comprehensive Strategy Presentation  October 26, 2021:
 Adoption of Pension Unfunded Accrued Liability Management Policy  Approval of Section 115 Trust
 November 9 – City Council Meeting – Selection of First Foundation Bank Proposal for UAL Refunding and Street Financing
 Presented Today:
 Final financing strategy
 Financing documents
 January 27, 2022 – Target Financing Closing Date
CITY OF COTATI – UAL REFUNDING & STREET FINANCING - CITY COUNCIL MEETING 01/11/2022 2

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Attachment: Streets and Pension Financing Presentation [Revision 1] (Pension and Pension Funding Strategy
 Achieves 92% pension funding @ 6.8% discount rate after 2021 returns Future contributions to the 115 trust (above the annual savings) will be evaluated during Budget Planning CITY OF COTATI – UAL REFUNDING & STREET FINANCING - CITY COUNCIL MEETING 01/11/2022 3 Taxable Pension Obligation Bonds $4,000,000
Cash Payment to CalPERS $2,000,000
Total Pension Funding $6,000,000

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Attachment: Streets and Pension Financing Presentation [Revision 1] (Pension and Financing Plan Sources and Uses
SOURCES: USES:
◦ Paydown UAL $ 6,000,000
◦ Fund Street Projects $ 7,653,580
◦ Cost of Issuance $ 190,000
Total Uses: $13,843,580
CITY OF COTATI – UAL REFUNDING & STREET FINANCING - CITY COUNCIL MEETING 01/11/2022 4 Debt Proceeds:
◦ Pension Obligation Bonds $ 4,087,760
◦ Street Project Financing $ 7,755,820
Fund Reserves:
◦ General/Water/Sewer $ 2,000,000
Total Sources: $13,843,580

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Attachment: Streets and Pension Financing Presentation [Revision 1] (Pension and Cash Flow Savings Projection
Pension Payments vs. Debt Payments
CITY OF COTATI – UAL REFUNDING & STREET FINANCING - CITY COUNCIL MEETING 01/11/2022 5 Min Max UAL Streets
Current CalPERS Schedule $996,000 $1,189,000
First Foundation Bank $631,000 $835,000 $2,989,000 3.33% 2.45% Note: All numbers rounded.
[1] Annual UAL Cost consists of debt service and payments on unrefunded UAL and includes amortization of costs of issuance (estimated at $190K for private placement).

Annual UAL Cost
Years 1-15 [1] Cash Flow
Savings [2]
Interest Rate
Description
[2] Based on 2021 CalPERS Actuarial Report (06/30/2020 valuation)

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Attachment: Streets and Pension Financing Presentation [Revision 1] (Pension and Total FFB Debt Service
CITY OF COTATI – UAL REFUNDING & STREET FINANCING - CITY COUNCIL MEETING 01/11/2022 6 Period
Ending
2022A POB
(Taxable)
2022B Streets
(Non-Taxable)
Aggregate Debt
Service
6/30/2023 $ 348,675 $ 461,916 $ 810,591
6/30/2024 $ 348,677 $ 461,918 $ 810,596
6/30/2025 $ 348,674 $ 461,922 $ 810,596
6/30/2026 $ 348,681 $ 461,926 $ 810,606
6/30/2027 $ 348,679 $ 461,925 $ 810,605
6/30/2028 $ 348,682 $ 461,916 $ 810,597
6/30/2029 $ 348,678 $ 461,923 $ 810,601
6/30/2030 $ 348,680 $ 461,923 $ 810,603
6/30/2031 $ 348,677 $ 461,910 $ 810,587
6/30/2032 $ 348,680 $ 461,921 $ 810,601
6/30/2033 $ 348,678 $ 461,919 $ 810,598
6/30/2034 $ 348,681 $ 461,921 $ 810,603
6/30/2035 $ 348,679 $ 461,921 $ 810,600
6/30/2036 $ 348,679 $ 461,923 $ 810,602
6/30/2037 $ 348,680 $ 461,923 $ 810,604
6/30/2038 $ 724,110 $ 724,110
6/30/2039 $ 659,891 $ 659,891
6/30/2040 $ 608,764 $ 608,764
6/30/2041 $ 575,684 $ 575,684
6/30/2042 $ 484,159 $ 484,159
$ 5,230,180 $ 9,981,417 $ 15,211,597

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Attachment: Streets and Pension Financing Presentation [Revision 1] (Pension and Collateral Structure
 Series 2022A – Street Financing – Tax-Exempt Transaction  City Streets
 Series 2022B – Pension Obligation Bonds – Taxable Transaction  Veronda-Falletti Ranch
 Train Depot
 15 Year collateral
CITY OF COTATI – UAL REFUNDING & STREET FINANCING - CITY COUNCIL MEETING 01/11/2022 7

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Attachment: Streets and Pension Financing Presentation [Revision 1] (Pension and Legal Documents  Series 2022A Tax-Exempt Site Lease  Series 2022A Tax-Exempt Lease Agreement  Series 2022B Taxable Site Lease  Series 2022B Taxable Lease Agreement  Memorandum of Taxable Lease Agreement  Payment Instructions  Placement Agent Agreement CITY OF COTATI – UAL REFUNDING & STREET FINANCING - CITY COUNCIL MEETING 01/11/20228

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Attachment: Streets and Pension Financing Presentation [Revision 1] (Pension and Questions?
Dmitry Semenov
California Municipal Advisors LLC
(916) 257-5789
[email protected]
Cameron Weist
The Weist Law Firm
(831) 438-7900
[email protected]
CITY OF COTATI – UAL REFUNDING & STREET FINANCING - CITY COUNCIL MEETING 01/11/2022 9 Mike Cavanaugh
Hilltop Securities
(760) 632-6824
[email protected]

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Attachment: Streets and Pension Financing Presentation [Revision 1] (Pension and Financing Summary

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Attachment: Financing Summary (UAL) (Pension and Streets Financing Obligation Approval)

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Attachment: Financing Summary (UAL) (Pension and Streets Financing Obligation Approval) A-1

EXHIBIT A

GOOD FAITH ESTIMATES ASSOCIATED WITH THE
SERIES 2022A TAX EXEMPT LEASE FINANCING
The good faith estimates set forth herein are provided with respect to the Series 2022A Tax Exempt Lease Financing (the 2022A Financing”) in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by Hilltop Securities, Inc. (the “Placement Agent”).

Principal Amount. The Placement Agent has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the 2022A Financing is $7,755,820 (the “Estimated Principal Amount”).

True Interest Cost of the 2022A Financing. The Placement Agent has informed the City that, assuming that the respective Estimated Principal Amount of the 2022A Financing, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the 2022A Financing, which means the rate necessary to discount the amounts payable on the respective payment dates to the purchase price received for the 2022A Financing, is 2.45%.

Finance Charge. The Placement Agent has informed the City that, assuming that the Estimated Principal Amount of the Finance is sold as contemplated, and based on the assumed interest rate referenced above, its good faith estimate of the finance charge, which means the sum of all fees and charges paid to third parties (or costs associated with the 2022A Financing), is $102,240.28.

Amount of Proceeds to be Received. The Placement Agent has informed the City that, assuming that the Estimated Principal Amount of the 2022A Financing is sold as contemplated, and based on the assumed interest rate referenced above, its good faith estimate of the amount of proceeds expected to be received by the City for 2022A Financing, less the finance charge, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Finance, is $7,653,579.72.

Total Payment Amount. The Placement Agent has informed the City that, assuming that the Estimated Principal Amount of the 2022A Financing, and based on the assumed interest rate referenced above, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service, plus the finance charge, as described above, not paid with the respective proceeds of the 2022A Financing, calculated to the final payment amount, is $9,981,416.93.

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the 2022A Financing, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of Closing being different than the date assumed for purposes of such estimates, (b) the actual principal amount of 2022A Financing is different from the respective Estimated Principal Amount, (c) the actual amortization of the 2022A Financing being different than the amortization assumed for purposes of such estimates, (d) the actual interest rates at the time of Closing being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors.

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Attachment: EXHIBIT A and B: Good Faith Estimates (Pension and Streets Financing Obligation Approval) B-1

EXHIBIT B

GOOD FAITH ESTIMATES ASSOCIATED WITH THE
SERIES 2022B TAXABLE LEASE FINANCING
The good faith estimates set forth herein are provided with respect to the Series 2022B Tax Exempt Lease Financing (the 2022B Financing”) in accordance with California Government Code Section 5852.1. Such good faith estimates have been provided to the City by Hilltop Securities, Inc. (the “Placement Agent”).

Principal Amount. The Placement Agent has informed the City that, based on the City’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the 2022B Financing is $4,087,760 (the “Estimated Principal Amount”).

True Interest Cost of the 2022B Financing. The Placement Agent has informed the City that, assuming that the respective Estimated Principal Amount of the 2022B Financing, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the 2022B Financing, which means the rate necessary to discount the amounts payable on the respective payment dates to the purchase price received for the 2022B Financing, is 3.33%.

Amount of Proceeds to be Received. The Placement Agent has informed the City that, assuming that the Estimated Principal Amount of the 2022B Financing is sold as contemplated, and based on the assumed interest rate referenced above, its good faith estimate of the amount of proceeds expected to be received by the City for 2022B Financing, less the finance charge, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Finance, is $4,000,000.28.

Total Payment Amount. The Placement Agent has informed the City that, assuming that the Estimated Principal Amount of the 2022B Financing, and based on the assumed interest rate referenced above, its good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service, plus the finance charge, as described above, not paid with the respective proceeds of the 2022B Financing, calculated to the final payment amount, is $5,230,179.90.

The foregoing estimates constitute good faith estimates only and are based on market conditions prevailing at the time of preparation of such estimates. The actual principal amount of the 2022B Financing, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of Closing being different than the date assumed for purposes of such estimates, (b) the actual principal amount of 2022B Financing is different from the respective Estimated Principal Amount, (c) the actual amortization of the 2022B Financing being different than the amortization assumed for purposes of such estimates, (d) the actual interest rates at the time of Closing being different than those estimated for purposes of such estimates, (e) other market conditions, or (f) alterations in the City’s financing plan, or a combination of such factors.

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Attachment: EXHIBIT A and B: Good Faith Estimates (Pension and Streets Financing Obligation Approval) SERIES 2022A SITE AND FACILITIES LEASE
by and between

CITY OF COTATI,
as Lessor
And

FIRST FOUNDATION PUBLIC FINANCE,
as Lessee
Dated as of January 1, 2022

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval) SERIES 2022A SITE LEASE
- 1 -
SERIES 2022A SITE AND FACILITIES LEASE
THIS SERIES 2022A SITE AND FACILITIES LEASE (this “Series 2022A Site and Facilities Lease”), dated as of January 1, 2022, is by and between the CITY OF COTATI, a municipal corporation and general law city duly organized and existing under and by virtue of the constitution and laws of the State of California (the “City”), as lessor, and FIRST FOUNDATION PUBLIC FINANCE, a Delaware trust and wholly-owned statutory subsidiary of First Foundation Bank, (the “Lessee”), as lessee;
W I T N E S S E T H:

WHEREAS, the City desires to finance a portion of its Unfunded Accrued Liability to California Public Employees’ Retirement System (the “Project”); and WHEREAS, in order to finance the Project, the City will lease certain real property owned by the City, more particularly described in Exhibit A attached hereto and made a part hereof (the “Site”), and those certain improvements thereon (the “Facilities” and, together with the Site, the “Property”) to the Lessee pursuant to this Series 2022A Site and Facilities Lease; and WHEREAS, the Lessee has agreed to lease the Property back to the City pursuant to that certain Series 2022A Lease Agreement, dated as of January 1, 2022, by and between the City and the Lessee (the “Series 2022A Lease Agreement”); and
WHEREAS, the City possesses statutory authority to lease the Property to the Lessee, and its governing body has duly authorized the execution and delivery of the Series 2022A Lease Agreement and this Series 2022A Site and Facilities Lease; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Series 2022A Site and Facilities Lease do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Series 2022A Site and Facilities Lease; and NOW THEREFORE, in consideration of the premises and covenants and mutual agreements contained herein and for other valuable consideration, the parties hereto do hereby agree as follows:

Section 1. Definitions. Capitalized terms used, but not otherwise defined, in this Series 2022A Site and Facilities Lease shall have the meanings ascribed to them in the Series 2022A Lease Agreement.

Section 2. Series 2022A Site and Facilities Lease. The City hereby leases to the Lessee and the Lessee hereby leases from the City, on the terms and conditions hereinafter set forth, the Property.

Section 3. Term. The term of this Series 2022A Site and Facilities Lease shall commence January __, 2022, unless such term is sooner terminated as hereinafter provided. Notwithstanding the foregoing, the term of this Series 2022A Site and Facilities Lease shall automatically be extended commensurate with any extension of the Series 2022A Lease Agreement.

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval) SERIES 2022A SITE LEASE
- 2 -
Section 4. Advance Rental Payment. The City agrees to lease the Property to the Lessee in consideration of the payment by the Lessee of an advance rental payment of $___________.

Section 5. Purpose. The Lessee shall use the Property solely for the purpose of leasing the Property to the City pursuant to the Series 2022A Lease Agreement and for such purposes as may be incidental thereto; provided, however, that in the event of default by the City under the Series 2022A Lease Agreement, the Lessee and its assigns may exercise the remedies provided in the Series 2022A Lease Agreement.

Section 6. City’s Interest in the Property. The City warrants and covenants that it has sufficient interest in the Property to lease it hereunder. In the event of a title defect in the Property that impairs the right to use and occupy the Property, the City covenants that it will exercise its power, including but not limited to, its condemnation powers to the extent permitted by law, to obtain the necessary rights in the Property and to cure such defect and limitation of the right to use and occupancy.

Section 7. Assignments and Subleases. Unless the City shall be in default under the Series 2022A Lease Agreement, the Lessee may not assign its rights under this Series 2022A Site and Facilities Lease or sublet the Property, except as provided in the Series 2022A Lease Agreement. If the City is in default under the Series 2022A Lease Agreement, the Lessee (including its successors and assigns under the Series 2022A Lease Agreement) may fully and freely assign and sublease the Property or any portion thereof, subject to Series 2022A Lease Agreement and this Series 2022A Site and Facilities Lease.

Section 8. Right of Entry. The City reserves the right for any of its duly authorized representatives to enter upon the Property at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof.

Section 9. Termination. The Lessee agrees, upon the termination of this Series 2022A Site and Facilities Lease, to quit and surrender the Property in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Site at the time of the termination of this Series 2022A Site and Facilities Lease shall remain thereon and title thereto shall vest in the City.

Section 10. Default. In the event the Lessee shall be in default in the performance of any obligation on its part to be performed under the terms of this Series 2022A Site and Facilities Lease, which default continues for 30 days following notice and demand for correction thereof to the Lessee, the City may exercise any and all remedies granted by law, except that no merger of this Series 2022A Site and Facilities Lease and of the Series 2022A Lease Agreement shall be deemed to occur as a result thereof and the City shall have no right to terminate this Series 2022A Site and Facilities Lease as a remedy for such default. Notwithstanding the foregoing, so long as the Series 2022A Lease Agreement remains in effect, the City will continue to pay the Lease Payments to the Lessee.

In the event of the occurrence of an Event of Default under the Series 2022A Lease Agreement, the Lessee may (a) exercise the remedies provided in the Series 2022A Lease Agreement,

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval) SERIES 2022A SITE LEASE
- 3 -
(b) use the Property for any lawful purpose, subject to any applicable legal limitations or restrictions, and (c) exercise all options provided herein and therein.

Section 11. Quiet Enjoyment. The Lessee, at all times during the term of this Series 2022A Site and Facilities Lease, shall peaceably and quietly have, hold and enjoy all of the Property subject to the provisions of the Series 2022A Lease Agreement.

Section 12. Waiver of Personal Liability. All liabilities under this Series 2022A Site and Facilities Lease on the part of the Lessee are solely liabilities of the Lessee and the City hereby releases each and every director, officer, employee and agent of the Lessee of and from any personal or individual liability under this Series 2022A Site and Facilities Lease. No director, officer, employee or agent of the Lessee shall at any time or under any circumstances be individually or personally liable under this Series 2022A Site and Facilities Lease for anything done or omitted to be done by the Lessee hereunder.

Section 13. Taxes. All assessments of any kind or character and all taxes, including possessory interest taxes, levied or assessed upon the Property or the Lessee’s interest in the Property created by this Series 2022A Site and Facilities Lease (including both land and improvements) will be paid by the City in accordance with the Series 2022A Lease Agreement.

Section 14. Eminent Domain. In the event the whole or any part of the Property is taken by eminent domain proceedings, the interest of the Lessee shall be recognized and is hereby determined to be the amount of the then unpaid principal component of the Lease Payments, any then unpaid interest component of the Lease Payments and any premium due with respect to the prepayment of Lease Payments to the date such amounts are remitted to the Lessee or its assignee, and, subject to the provisions of the Series 2022A Lease Agreement, the balance of the award, if any, shall be paid to the City. The City hereby waives, to the extent permitted by law, any and all rights that it has or may hereafter have to acquire the interest of the Lessee in and to the Property through the eminent domain powers of the City. However, the City hereby agrees, to the extent permitted by law, that the compensation to be paid in any condemnation proceedings brought by or on behalf of the City with respect to the Property shall be in an amount not less than the total unpaid principal component of Lease Payments, the interest component of Lease Payments accrued to the date of payment of all Lease Payments and any premium due with respect to the prepayment of Lease Payments under the Series 2022A Lease Agreement.

Section 15. Use of the Proceeds. The City and the Lessee hereby agree that the lease to the Lessee of the City’s right and interest in the Property pursuant to Section 2 serves the public purposes of the City.

Section 16. Partial Invalidity. If any one or more of the terms, provisions, covenants or conditions of this Series 2022A Site and Facilities Lease shall, to any extent, be declared invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding, order or decree of which becomes final, none of the remaining terms, provisions, covenants and conditions of this Series 2022A Site and Facilities Lease shall be affected thereby, and each provision of this Series 2022A Site and Facilities Lease shall be valid and enforceable to the fullest extent permitted by law.

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval) SERIES 2022A SITE LEASE
- 4 -
Section 17. Notices. All notices, statements, demands, consents, approvals, authorizations, offers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered mail, return receipt requested, postage prepaid, at the addresses set forth in the Series 2022A Lease Agreement, or to such other addresses as the respective parties may from time to time designate by notice in writing.

Section 18. Binding Effect. This Series 2022A Site and Facilities Lease shall inure to the benefit of and shall be binding upon the City and the Lessee and their respective successors and assigns.

Section 19. Amendment. This Series 2022A Site and Facilities Lease may not be amended except as permitted under the Series 2022A Lease Agreement.

Section 20. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Series 2022A Site and Facilities Lease.

Section 21. Applicable Law. This Series 2022A Site and Facilities Lease shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in California.

Section 22. No Merger. Neither this Series 2022A Site and Facilities Lease, the Series 2022A Lease Agreement nor any provisions hereof or thereof shall be construed to effect a merger of the title of the City to the Property under this Series 2022A Site and Facilities Lease and the City’s subleasehold interest therein under the Series 2022A Lease Agreement.

Section 23. Execution in Counterparts. This Series 2022A Site and Facilities Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument. [Signature Page to Follow on Next Page]

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval) SERIES 2022A SITE LEASE
- 5 -
IN WITNESS WHEREOF, the City and the Lessee have caused this Series 2022A Site and Facilities Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

CITY OF COTATI, CALIFORNIA

By: _______________________________

Attest:

By: _________________________

FIRST FOUNDATION PUBLIC FINANCE
By: _______________________________

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval) Series 2022A SITE LEASE
A-1

EXHIBIT A

DESCRIPTION OF THE SITE
The Property consists of all public roadways within the city limits of the City of Cotati, presently consisting of approximately 47.96 lane miles of streets, all as more fully set forth in the table below.

Street Name From To Length Width
Aaron Street Redwood Dr Portal St 1,520 36
Aguirre Court Aguirre Wy End 240 32
Aguirre Way Myrtle Ae Veronda Ave 560 32
Aguirre Way Lebec Ln Veronda Ave 950 32
Ahlstrom Circle Wilford Ln Wilford Circle 532 32
Ahlstrom Drive Wilford Ln Gilbert Way 266 32
Alder Avenue Hwy 116 City Limits 752 30
Alder Avenue Helman Ln Blodgett 475 40
Amber Lane Woodland Hills End 390 25
Arthur Street E. Sierra 250ft East of E. Sierra 250 32
Arthur Street 250ft East of E. Sierra E. Cotati Ave 350 24 Benson Lane Park Ave Bridge 750 18
Benson Lane Bridge Loretto 160 23
Blodgett Street End End 1,470 40
Braden Court Maple Ave End 143 27
Cervantes Court Water Rd Cul De Sac 635 22
Chadwick Way Cul De Sac Cul De Sac 418 32
Charles Street Old Redwood Hwy E Cotati Ave 698 34
Christensen Court E School St End 880 24
Clifford Street West School St West Cotati Ave 589 25
Clothier Lane Old Redwood Hwy End 975 32
Commerce Blvd Old Redwood Hwy City Limits 1,282 42
Condor Court Eagle Dr End 142 24
Cypress Avenue W Sierra Ave 120 S/O Lund 2,010 30
Cypress Avenue 120 S/O Lund City Limits 1,400 15
Delano Street Henry St Page St 245 22
Derby Lane Hwy 116 City Limits 1,187 18
Dorfman Drive Clothier 147' N/O Honor Place 741 32
Dorfman Drive 147' N/O Honor Place Jagla St 133 34
Dyquisto Way E. Cotati Ave End 420 26
Eagle Drive Falcon Dr Wren 1,000 24
East Cotati Avenue Old Redwood Hwy Matteri Ln 1,000 69
East Cotati Avenue Matteri Ln Baytree Ct 1,187 69
East Cotati Avenue Baytree Ct Beverly Dr 1,092 69
East Cotati Avenue Beverly Dr Rr Tracks 1,173 69
East Cotati Avenue Rr Tracks City Limits 679 69
East School Street El Rancho End 900 37
East School Street El Rancho W Sierra 522 37
East Sierra Avenue La Plaza Arthur St 313 24

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval)

SITE LEASE
A-2
Street Name From To Length Width
East Sierra Avenue Arthur St Chadwick Wy 117 32
El Rancho Drive E School St W Cotati Ave 780 25
Eucalyptus Avenue Orh Citiy Limit 1,340 34
Falcon Drive Myrtle Ave Eagle Dr 520 32
Fehler Lane Val Parasio Ave Jagle St 807 25
Flamingo Road Falcon Dr Eagle Dr 580 32
Forno Way Valparasio Ave Valparasio Ave 494 29
George Street Old Redwood Hwy E Sierra Ave 594 32
Gilbert Court Wilford Ln End 171 32
Gilbert Way Wilford Ln End 708 32
Gilman Ranch Road W Cotati Ave End 880 26
Gravenstein Way Old Redwood Hwy Bridge 998 30
Gravenstein Way Bridge Bridge 1,409 28
Hahn Way End Veronda Wy 1,120 32
Hahn Way Veronda Wy Barricade South 130 32
Helman Lane Redwood Dr 1300ft W of REDWOOD DR 1,300 24
Helman Lane 1300ft W of Redwood 530ft W of ALDER 860 32 Helman Lane 530ft W of Alder 1060ft W of ALDER 530 22
Helman Lane 1060ft W of Alder City Limits 500 32
Henry Street Old Redwood Hwy W Sierra Ave 747 31
Honor Place Cul De Sac Sw of Dorfmann Dr 850' Ne of Dorfman Dr 850 32 Honor Place 850' Ne of Dorfman Dr Jagla St 189 34
Houser Street Redwood Aaron St 1,000 36
Issel Court Water Rd End 357 25
Jagla Street Lund Hill Ln Fehler Ln 190 27
Jagla Street Fehler Ln Valparaiso Ave 1,180 34
John Roberts Drive Aguire Wy 100 E of Lebec Ln 770 32
John Roberts 100 E of Lebec Ln Macklin Dr 350 28
Jorgensen Street Mcginnis Cir Park Ave 312 20
Keppel Way Myrtle Ave Veronda Wy 552 32
Keyt Way Hahn Way Barricade South/Curb @ #150 815 32
La Plaza Orh W. Cotati Ave 225 48
La Plaza W. Cotati Ave. W. Sierra Ave 225 45
La Plaza W. Sierra Ave Orh 225 38
La Plaza Orh E. Cotati Ave 225 40
La Plaza E. Cotati Ave E. Sierra Ave 225 37
La Plaza E. Sierra Ave Orh 225 37
La Salle Avenue E Cotati Ave Larkspur Ct 1,000 37
La Salle Avenue Larkspur Ct Loretto Ave 980 37
Lakewood Avenue Lincoln Ave La Salle Ave 1,800 33
Lancaster Drive E Cotati Ave City Limits 440 37
Larch Avenue Lincoln Ave Lasalle Ave 1,425 33
Lark Drive Myrtle Ave Eagle Dr 500 24
Larkspur Court La Salle Ave End 180 44
Lasker Lane Old Redwood Hwy Dorfman 370 32
Lebec Lane Eucalyptus Ave John Roberts Dr 630 32
Lincoln Avenue Loretto Ave La Salle Ave 840 37

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval)

SITE LEASE
A-3
Street Name From To Length Width
Lincoln Avenue La Salle Ave City Limits 884 37
Linden Avenue Lincoln Ave Larch Ave 722 33
Linden Court Linden Ave End 285 33
Lipton Street Lancaster Dr E Cotati Ave 692 26
Locust Avenue Derby Ln End 850 14
Logan Place Cypress Ave End 625 27
Loma Linda Court Loma Linda Dr End 278 27
Loma Linda Drive Water Rd End 817 27
Loretto Avenue Benson Ln Lincoln Ave 741 33
Loretto Avenue Benson Ln La Salle Ave 970 33
Lund Hill Lane Val Parasio Ave Jagle St 494 27
Lund Hill Lane Jagle St Cypress Ave 1,026 24
Macklin Drive Myrtle Ave John Roberts Dr 882 32
Madrone Avenue Derby City Limits 1,511 23
Maple Avenue School St W Cotati Ave 900 34
Maple Avenue W Cotati Ave End Near Hwy 101 713 20
Marsh Way E Cotati Ave End 574 20
Mcginnis CIRCLE ORH Park Ave 2,000 26
Mendelsohn Court Macklin Dr End 494 32
Mercantile Drive Portal St Aaron St 780 37
Miwok Court Hahn Way End 210 32
Myrtle Avenue Old Redwood Highway 50 Ft W of Wren 950 34 Myrtle Avenue 50 Ft W of Wren Keppel Way 1,140 34
Myrtle Avenue Kepple Way City Limits 822 34
Olaf Street W Sierra Ave William 589 34
Old Redwood Hwy Commerce St Joseph 800 60
Old Redwood Hwy St Joseph William 1,000 60
Old Redwood Hwy William W Sierra 800 60
Old Redwood Hwy W Sierra Page St 1,150 36
Old Redwood Hwy Page St Veterans Bldg 800 32
Old Redwood Hwy Veterans Bldg Myrtle Ave 485 54
Old Redwood Hwy Myrtle Ave Lasker Ln 730 54
Old Redwood Hwy Lasker Eucalyptus 1,000 51
Oretsky Way Cypress Ave Cypress Ave 651 27
Page Street Old Redwood Hwy Delano Creek St 540 28
Page Street 50 Ft W of Ramble Creek W Sierra Ave 429 26 Park Avenue Myrtle Ave Mcginnis Cir 503 34
Pinewood Court Wilford Ln End 366 32
Pinewood Way Gravenstein Wy Wilford Ln 342 32
Portal Street Redwood Dr End 2,042 36
Primero Court Portal St End 143 34
Redwood Drive Hwy 116 End 200 36
Redwood Drive Hwy 116 50 Fts of Helman Ln 900 34
Redwood Drive 50 Ft S of Helman Ln Santa Rosa Creek 1,140 25 Redwood Drive Santa Rosa Creek 300ft S of Houser 400 50 Redwood Drive Nb 300ft S of Houser Aaron St 800 25
Redwood Drive Nb Aaron St Portal St 500 25

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval)

SITE LEASE
A-4
Street Name From To Length Width
Redwood Drive Nb Portal Northern City Limit 500 25
Redwood Drive Sb 300ft S of Houser Aaron St 800 25
Redwood Drive Sb Aaron St Portal 500 25
Redwood Drive Sb Portal Northern City Limit 500 25
Richardson Lane School St End 1,000 13
Robin Avenue Lark Dr Wren Dr 589 24
Ross Street Mcguiness Olson 130 30
Ross Street Olson Bridge 295 25
Ross Street Bridge Charles 245 16
Saint Joseph Way Old Redwood Hwy End 950 26
Santero Way E. Cotati Ave 750ft S OF E. COTATI 750 36
Santero Way 750ft S of E. Cotati 1575ft S OF E. COTATI 825 28 Santero Way 1575ft S of E. Cotati Cul De Sac 440 36
Skilling Court Macklin Dr End 447 32
Trebino Court Blodgett St Cul-De-Sac 300 40
Val Parasio Avenue Old Redwood Hwy Fehler Ln 335 30
Val Parasio Avenue Fehler Ln Lund Hill Ln 710 30
Val Parasio Avenue Lund Hill Ln Nina Ct 465 28
Val Parasio Avenue Nina Ct Bridge 502 23
Val Parasio Avenue Bridge W. Sierra Ave 220 23
Veronda Way Myrtle Ave Aguirre Wy (E Int) 1,028 32
Veronda Way Aguirre Wy (E Int) Keyt Wy 945 32
Ward Drive John Roberts Drive End 215 28
Water Road W Sierra Ave
Pave Change 393' S/O W
Sierra 393 22
Water Road Pave Change 393' S/O W Sierra
Pave Change 1169' S/O W
Sierra 776 22
Water Road Pave Change 1169' So W Sierra Loma Linda 520 22 Water Road City Limits Loma Linda Dr 513 22
West Cotati Avenue Plaza William St 475 29
West Cotati Avenue William St El Rancho Dr 426 27
West Cotati Avenue El Rancho Dr End At E. Side of 101 598 29 West Cotati Avenue End W. Side of Hwy 101 Maple Ave 285 34 West Cotati Avenue Maple Ave W Cotati Oaks Ct 515 32
West Cotati Avenue Cotati Oaks Ct Cohen Ct 994 29
West Cotati Avenue Cohen Ct Creek 407 29
West Cotati Avenue Creek Hwy 116 700 20
West School W Sierra Ave Street Clifford St 1,900 28
West School Clifford St 300ft W of Clifford 300 17
West School Street 300ft W of Clifford Maple Ave 712 21 West School Street Maple Ave Richardson Rd 1,092 28
West School Street Richardson Ln City Limits 530 28
West Sierra Avenue Old Redwood Hwy Page St 950 36
West Sierra Avenue Page St Water Ave 1,662 36
West Sierra Avenue Water Ave City Limits 900 32
Wilford Circle Wilford Ln Wilford Ln 684 32
Wilford Lane Commerce Ave Meadow Brook Wy 1,187 35
Wilford Lane Meadow Brook Wy Gravenstein Wy 456 33

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval)

SITE LEASE
A-5
Street Name From To Length Width
Wilford Lane Gravenstein Way Ahlstrom Cir 587 30
William Street Old Redwood Hwy Olaf St 637 33
Woodland Hills Drive E School St End 426 25
Wren Drive Myrtle Ave Eagle Dr 550 24

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Attachment: Series 2022A - Tax-Exempt Site Lease (Pension and Streets Financing Obligation Approval) SERIES 2022A LEASE AGREEMENT
by and between

FIRST FOUNDATION PUBLIC FINANCE,
as Sublessor
And

CITY OF COTATI,
as Sublessee
Dated as of January 1, 2022

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Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

TABLE OF CONTENTS
Page

ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
Section 1.01. Definitions ...................................................................................................................... 2 Section 1.02. Interpretation ................................................................................................................ 10

ARTICLE II

COVENANTS, REPRESENTATIONS AND WARRANTIES
Section 2.01. Covenants, Representations and Warranties of the City .............................................. 10 Section 2.02. Covenants, Representations and Warranties of the Lessor .......................................... 14

ARTICLE III
AUTHORIZATION; DEPOSIT AND APPLICATION OF INITIAL LEASE OBLIGATION PROCEEDS Section 3.01. Authorization and Terms of the Lease Obligation, Advances ..................................... 15 Section 3.02. Deposit of and Application of Initial Lease Obligation Proceeds ............................... 16 Section 3.03. Establishment and Application of Project Fund .......................................................... 16 Section 3.04. Payment of Project Costs ............................................................................................. 17

ARTICLE IV
SUBLEASE OF PROPERTY; LEASE PAYMENTS; SUBSTITUTION,

ADDITION OR RELEASE
Section 4.01. Sublease of Property; No Merger................................................................................. 17 Section 4.02. Reserved ....................................................................................................................... 17 Section 4.03. Lease Payments ............................................................................................................ 17 Section 4.04. Quiet Enjoyment .......................................................................................................... 20 Section 4.05. Title .............................................................................................................................. 20 Section 4.06. Substitution, Addition or Release of the Property ....................................................... 20 Section 4.07. Scheduled Release of Property .................................................................................... 21 Section 4.08. Abatement .................................................................................................................... 21

ARTICLE V
MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
Section 5.01. Maintenance, Utilities, Taxes and Assessments .......................................................... 22 Section 5.02. Modification of Property .............................................................................................. 22 Section 5.03. Public Liability Insurance ............................................................................................ 23 Section 5.04. Casualty Insurance ....................................................................................................... 23 Section 5.05. Reserved ....................................................................................................................... 23 Section 5.06. Worker’s Compensation Insurance .............................................................................. 23 Section 5.07. No Title Insurance or Recordation ............................................................................... 23 Section 5.08. Insurance Net Proceeds; Form of Policies ................................................................... 24 Section 5.09. Installation of City’s Personal Property ....................................................................... 24 Section 5.10. Liens ............................................................................................................................. 24 Section 5.11. Advances ...................................................................................................................... 24

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Page
ii
Section 5.12. Environmental Covenants ............................................................................................ 24

ARTICLE VI
EMINENT DOMAIN; USE OF NET PROCEEDS
Section 6.01. Eminent Domain .......................................................................................................... 25 Section 6.02. Application of Net Proceeds ........................................................................................ 25

ARTICLE VII

OTHER COVENANTS OF THE CITY
Section 7.01. Disclaimer of Warranties ............................................................................................. 27 Section 7.02. Access to the Property; Grant and Conveyance of Right of Entry .............................. 27 Section 7.03. Release and Indemnification Covenants ...................................................................... 28 Section 7.04. Assignment by the Lessor ............................................................................................ 28 Section 7.05. Assignment and Subleasing by the City ...................................................................... 28 Section 7.06. Amendment of Series 2022A Lease Agreement .......................................................... 29 Section 7.07. Financial Statements; Budgets ..................................................................................... 29 Section 7.08. Records and Accounts .................................................................................................. 29 Section 7.09. Observance of Laws and Regulations .......................................................................... 29 Section 7.10. Closing Conditions ....................................................................................................... 29 Section 7.11. Notices ......................................................................................................................... 32

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES
Section 8.01. Events of Default Defined ........................................................................................... 32 Section 8.02. Remedies on Default .................................................................................................... 33 Section 8.03. No Remedy Exclusive .................................................................................................. 35 Section 8.04. Agreement to Pay Attorneys’ Fees and Expenses ....................................................... 35 Section 8.05. No Additional Waiver Implied by One Waiver ........................................................... 35 Section 8.06. Judicial Reference ........................................................................................................ 35

ARTICLE IX

PREPAYMENT OF LEASE PAYMENTS
Section 9.01. Security Deposit ........................................................................................................... 37 Section 9.02. Optional Prepayment ................................................................................................... 37 Section 9.03. Mandatory Prepayment from Net Proceeds of Insurance or Eminent Domain ........... 38

ARTICLE X

COVENANTS OF THE CITY REGARDING

TAX-EXEMPT STATUS OF THE LEASE OBLIGATION
Section 10.01. Special Definitions ....................................................................................................... 38 Section 10.02. Not to Cause Interest to Fail to Be Excluded from Gross Income ............................... 39 Section 10.03. No Private Use or Private Payments ............................................................................ 39 Section 10.04. No Private Loan ........................................................................................................... 40

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Page
iii
Section 10.05. Not to Invest at Higher Yield ....................................................................................... 40 Section 10.06. Not Federally Guaranteed ............................................................................................ 40 Section 10.07. Information Report ....................................................................................................... 40 Section 10.08. Rebate of Arbitrage Profits .......................................................................................... 40 Section 10.09. Not to Divert Arbitrage Profits .................................................................................... 41 Section 10.10. Lease Obligation Not Hedge Bonds............................................................................. 41 Section 10.11. Use of Proceeds; Weighted Average Maturity ............................................................ 42 Section 10.12. Elections ....................................................................................................................... 42 Section 10.13. Closing Certificate ....................................................................................................... 42

ARTICLE XI

MISCELLANEOUS
Section 11.01. Notices ......................................................................................................................... 42 Section 11.02. Binding Effect .............................................................................................................. 43 Section 11.03. Severability .................................................................................................................. 43 Section 11.04. Net-net-net Lease ......................................................................................................... 43 Section 11.05. Further Assurances and Corrective Instruments .......................................................... 43 Section 11.06. Not Federally Guaranteed ............................................................................................ 43 Section 11.07. Information Report ....................................................................................................... 43 Section 11.08. Captions ....................................................................................................................... 43 Section 11.09. Execution in Counterparts ............................................................................................ 43

APPENDICES
EXHIBIT A Description of the Site ....................................................................................................... A-1 EXHIBIT A-1 Scheduled Release of Property ....................................................................................... A-1-1 EXHIBIT B Schedule of Lease Payments ..............................................................................................B-1 EXHIBIT C Form of Lender Letter ........................................................................................................C-1 EXHIBIT D Form of Requisition for Costs of Issuance Disbursements ............................................... D-1 EXHIBIT E Form of Request for Advances ........................................................................................... E-1

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Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
- 1 -
SERIES 2022A LEASE AGREEMENT
This SERIES 2022A LEASE AGREEMENT (this “Series 2022A Lease Agreement”), dated as of January 1, 2022, is by and between FIRST FOUNDATION PUBLIC FINANCE, a Delaware trust and wholly-owned statutory subsidiary of First Foundation Bank, as sublessor (the “Lessor”), and the CITY OF COTATI, a municipal corporation and general law city duly organized and existing under and by virtue of the constitution and laws of the State of California, as sublessee (the “City”);
W I T N E S S E T H :

WHEREAS, the City desires to finance the acquisition, design, construction, installation, renovation and/or reimbursement of certain City street improvements (the “Project”); and WHEREAS, pursuant to that certain Series 2022A Site and Facilities Lease, dated as of January 1, 2022 (the “Series 2022A Site Lease”), the City has leased certain real property situated in the City of Cotati, County of Sonoma, State of California, more particularly described in Exhibit A attached hereto and made a part hereof (the “Site”), and all improvements, fixtures and facilities at any time situated on the Site (the “Facility” and, together with the Site, the “Property”), to the Lessor, all for the purpose of enabling the City to finance (the “Financing”) the Project; and WHEREAS, the Lessor proposes to lease the Property back to the City pursuant to this Series 2022A Lease Agreement; and
WHEREAS, in consideration of the right of possession of, and the continued quiet use and enjoyment of, the Property during each Rental Period (as hereinafter defined) under this Series 2022A Lease Agreement, the City agrees to make certain Lease Payments (as hereinafter defined); and WHEREAS, City is authorized by law to lease the Property, and the Property is necessary and proper for public purposes; and
WHEREAS, the City may pledge its rights under this Series 2022A Lease Agreement to secure its obligations under the Series 2022A Site Lease; and WHEREAS, the City and the Lessor agree to mutually cooperate now and hereafter, to the extent possible, in order to sustain the intent of this Series 2022A Lease Agreement and the bargain of both parties hereto.

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Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
Section 1.01. Definitions. All terms defined in this Section 1.01 have the meanings herein specified for all purposes of this Series 2022A Lease Agreement. “Additional Payments” means the amounts specified as such in Section 4.03(b) of this Series 2022A Lease Agreement.
“Advance” means each payment made by the Lessor to the City on account of the aggregate amount of the Lease Obligation owed by the City to the Lessor pursuant to the terms hereof. “Applicable Environmental Laws” means and shall include, but shall not be limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 USC Sections 9601 et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 USC Sections 6901 et seq.; the Federal Water Pollution Control Act, 33 USC Sections 1251 et seq.; the Clean Air Act, 42 USC Sections 7401 et seq.; the California Hazardous Waste Control Law (“HWCL”), California Health & Safety Code Sections 25100 et seq.; the Hazardous Substance Account Act (“HSAA”), California Health & Safety Code Sections 25300 et seq.; the Porter-Cologne Water Quality Control Act (the “Porter-Cologne Act”), California Water Code Sections 1300 et seq.; the Air Resources Act, California Health & Safety Code Sections 3900 et seq.; the Safe Drinking Water & Toxic Enforcement Act, California Health & Safety Code Sections 25249.5 et seq.; and the regulations under each thereof; and any other local, state, and/or federal laws or regulations, whether currently in existence or hereafter enacted, that govern:
(a) the existence, cleanup, and/or remedy of contamination on property; (b) the protection of the environment from spilled, deposited, or otherwise emplaced contamination;
(c) the control of hazardous wastes; or
(d) the use, generation, transport, treatment, removal, or recovery of Hazardous Substances, including building materials.
“Applicable Law” means (a) all applicable common law and principles of equity and (b) all applicable provisions of all (i) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (ii) Applicable Environmental Laws, (iii) applicable seismic building code requirements at the time of construction, and (iv) orders, decisions, judgments, writs, injunctions and decrees of all courts (whether at law or in equity) and arbitrators.

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SERIES 2022A LEASE AGREEMENT
- 3 -
“Authorized Representative” means the Mayor, City Manager, Director of Administrative Services and any other person authorized by the Board and delivered to the Lessor to act on behalf of the City under or with respect to the Series 2022A Site Lease and this Series 2022A Lease Agreement. “Availability Period” means the period from and including the Closing Date to and including the Full Funding Date.
“Bond Counsel” means Weist Law LLP, or any other attorney or firm of attorneys acceptable to the City of nationally recognized expertise with respect to legal matters relating to municipal obligations.
“Bond Law” means Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with section 53570 thereof. “Business Day” means a day other than a Saturday, Sunday or legal holiday, on which banking institutions are not closed in the State.
“Certificate,” “Request” and “Requisition” of the City means a written certificate, request or requisition signed in the name of the City by its Authorized Representative. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.
“City” means the City of Cotati, a municipal corporation and general law city duly organized and existing under and by virtue of the constitution and laws of the State of California. “City Clerk” means the City Clerk of the City.
“City Manager” means the person who is the City’s City Manager or his or her designee. “Closing Date” means the date that the City receives the Initial Lease Obligation Proceeds from the Lessor.
“Code” or “Tax Code” means the Internal Revenue Code of 1986, as amended. Any reference herein to a provision of the Tax Code shall include all applicable Tax Regulations promulgated with respect to such provision.
“Construction” means, with respect to any portion of the Project, the reimbursement to City of its financial advances for the construction, improvement, equipping, retrofitting, renovation, remodeling or reconstruction thereof.
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City relating to the execution and delivery of the Lease Obligation, including but not limited to City administration costs and expenses, fees and expenses of consultants and professionals, fees and expenses of the municipal advisor and placement agent, title company fees and recording costs, settlement costs, printing costs, reproduction and binding costs, legal fees and charges (including the fees of Lessor’s counsel), and other charges and fees in connection with the foregoing, including, but not limited to, California Debt and Investment Advisory Commission fees,

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SERIES 2022A LEASE AGREEMENT
- 4 -
and fees for execution, transportation and safekeeping of this Series 2022A Lease Agreement, and all other charges and fees in connection with the foregoing. “Costs of Issuance Fund” means the fund by that name established and administered pursuant to Sections 3.01 and 3.02 hereof.
“Council” or “City Council” means the City Council of the City. “County” means the County of Sonoma, California.
“Default Rate” means the rate of interest then applicable to the interest rate with respect to the Lease Payments, plus 3%, but not exceed maximum percentage legally allowed by law. “Determination of Taxability” means and shall be deemed to have occurred on the first to occur of the following:
(a) the date on which the City files any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability shall have in fact occurred; (b) the date on which the Lessor receives written notification from the City, supported by a written Opinion of Counsel, to the effect that an Event of Taxability has occurred; (c) the date on which the City is advised in writing by the commissioner or any director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that, based upon filings of the City (or a statutory notice of deficiency, or a document of substantially similar import), or upon any review or audit of the City, or upon any other ground whatsoever, an Event of Taxability has occurred; or (d) on the date when the City receives notice from the Lessor that the Internal Revenue Service (or any other governmental authority exercising the same or a substantially similar function from time to time) has assessed interest of the Lease Obligation as includable in the gross income of the Lessor due to the occurrence of an Event of Taxability; provided, however, that no Determination of Taxability shall occur under clauses (c) or (d) above unless the City has been afforded the opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally determined.
“Environmental Claim” means any and all actual, alleged or threatened liabilities, claims, actions, causes of action, judgments, liens, orders, inquiries, investigations, studies or notices relating to any Hazardous Substance or any Applicable Environmental Law including without limitation those arising as a result of strict liability, whether under an Applicable Environmental Law or otherwise, and those arising out of the negligence.
“Event of Default” means any of the events of default as defined in Section 8.01. “Event of Taxability” means: (i) the occurrence or existence of any fact, event or circumstance (including, without limitation, the taking of any action by the City, or the failure to take any action by the City, or the making by the City of any misrepresentation herein or in any certificate required

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SERIES 2022A LEASE AGREEMENT
- 5 -
to be given in connection with this Series 2022A Lease Agreement) which has the effect of causing interest on the Lease Obligation to become includable, in whole or in part, in the gross income of the Lessor or any assignee thereof for federal income tax purposes; or (ii) the entry of any decree or judgment by a court of competent jurisdiction, or the taking of any official action by the Internal Revenue Service or the Department of the Treasury, which decree, judgment or action shall be final under applicable procedural law, in either case, which has the effect of causing the interest on the Lease Obligation to become includable, in whole or in part, in the gross income of the Lessor or any assignee thereof for federal income tax purposes.
“Facilities” means all improvements, fixtures and facilities at any time situated on the Site. “Federal Securities” means (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged; and (b) obligations of any agency, department or instrumentality of the United States of America, the timely payment of principal and interest on which are fully, unconditionally and directly or indirectly secured or guaranteed by the full faith and credit of the United States of America.
“Financing” means the financing of the Project made pursuant to this Series 2022A Lease Agreement.
“Fiscal Year” means each twelve-month period during the Term of this Series 2022A Lease Agreement commencing on July 1 in any calendar year and ending on June 30 in the next succeeding calendar year, or any other twelve-month period selected by the City as its fiscal year period. “Full Funding Date” means no later than the date that is __ months following the Closing Date.
“General Fund” means the general fund of the City.
“Generally Accepted Accounting Principles” or “GAAP” means the generally accepted accounting principles as presented and recommended by the American Institute of Certified Public Accountants or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Governmental Accounting Standards Board or its successor.
“Governmental Authority” means any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other person with authority to bind a party at law.
“Hazardous Substance” means any substance that is, at any time, listed as “hazardous” or “toxic” in any Applicable Environmental Law or that is determined at any time by any agency or court to be a hazardous or toxic substance regulated under Applicable Environmental Laws; and also means, without limitation, raw materials, building components, the products of any manufacturing,

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SERIES 2022A LEASE AGREEMENT
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or other activities on the facilities, wastes, petroleum, and source, special nuclear, or by-product material as defined by the Atomic Energy Act of 1954, as amended (42 USC Sections 3011 et seq.). “Initial Lease Obligation Proceeds” means the $________ amount received by the City from the Lessor on the Closing Date.
“Interest Component” means the portion of each Lease Payment designated as Interest Component, as such is set forth on Exhibit B hereto.
“Interest Rate” means the rate of interest to be paid on the Lease Obligation which is 2.45% per annum.
“Lease Obligation” means the obligation represented by this Series 2022A Lease Agreement. “Lease Obligation Proceeds” means the total amount received by the City from the Lessor pursuant to this Series 2022A Lease Agreement as of any calculation date. “Lease Payment Date” means July 1 and January 1 in each year, commencing July 1, 2022, and continuing to and including the date on which the Lease Payments are paid in full. “Lease Payments” means all payments required to be paid by the City, as such is set forth on Exhibit B hereto, on each Lease Payment Date pursuant to Section 4.03, including any prepayment thereof under Sections 9.02 or 9.03.
“Lessor” means First Foundation Public Finance, a Delaware trust and wholly-owned statutory subsidiary of First Foundation Bank, and any other successor or any other entity to whom the rights of the Lessor hereunder are assigned.
“Material Adverse Effect” means an event or occurrence which adversely affects in a material manner (a) the assets, liabilities, condition (financial or otherwise), business, facilities or operations of the City, (b) the ability of the City to carry out its business in the manner conducted as of the date of this Series 2022A Lease Agreement or to meet or perform its obligations under this Series 2022A Lease Agreement on a timely basis, or (c) the validity or enforceability of this Series 2022A Lease Agreement.
“Material Litigation” means any action, suit, proceeding, inquiry or investigation against the City in any court or before any arbitrator of any kind or before or by any Governmental Authority, of which the City has notice or knowledge and which, which (i) if determined adversely to the City, may have a Material Adverse Effect, (ii) seeks to restrain or enjoin any of the transactions contemplated by this Series 2022A Lease Agreement, or (iii) may adversely affect (A) the exemption of interest with respect to the Lease Payments for state income tax purposes, or (B) the ability of the City to perform its obligations under this Series 2022A Lease Agreement. “Mayor” means the Mayor of the City.
“Net Proceeds” means any insurance or eminent domain award (including any proceeds of sale to a governmental entity under threat of the exercise of eminent domain powers), paid with respect to the Property, to the extent remaining after payment therefrom of all expenses incurred in the collection thereof.

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SERIES 2022A LEASE AGREEMENT
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“Opinion of Counsel” means a written opinion of Weist Law LLP or other attorney or firm of attorneys of recognized national standing in the field of law relating to municipal bonds, appointed and paid by the City.
“Permitted Encumbrances” means, with respect to the Property, as of any particular time, (i) to the extent in effect on the Closing Date, the right, title and interest of the City to the Property; (ii) the Series 2022A Site Lease; (iii) this Series 2022A Lease Agreement; (iv) liens for taxes and assessments not then delinquent; (v) any easements, rights of way, mineral rights, drilling rights and other rights, reservations, covenants, conditions or restrictions which exist of record and which an Authorized Representative certifies in writing will not materially impair the use of the Property for its intended purposes; (vi) any additions and improvements to the Property as permitted in this Series 2022A Lease Agreement; (vii) any existing sublease or use or any future sublease or use permitted by this Series 2022A Lease Agreement; (viii) covenants, conditions or restrictions or liens of record relating to the Property and existing on the Closing Date; (ix) such minor defects, irregularities, encumbrances and clouds on title as normally exist with respect to property similar in character to the Property and as do not materially impair the use intended to be made of property affected thereby; and (x) any encumbrances listed in the preliminary title report with respect to the Property as of the Closing Date.
“Permitted Investments” means any of the following which at the time of investment are determined by the City to be legal investments under the laws of the State of California for the moneys proposed to be invested therein:
(a) Federal Securities;
(b) obligations of any of the following federal agencies which obligations represent full faith and credit of the United States of America, including: Export-Import Bank, Farmers Home Administration, General Services Administration, U.S. Maritime Administration, Small Business Administration, Government National Mortgage Association, U.S. Department of Housing & Urban Development, and Federal Housing Administration;
(c) bonds, notes or other evidences of indebtedness rated AAA by S&P and Aaa by Moody’s issued by the Fannie Mae or the Federal Home Loan Mortgage Corporation with remaining maturities not exceeding three years;
(d) U.S. dollar denominated deposit accounts, secured or unsecured certificates of deposit, demand deposits, including interest bearing money market accounts, trust deposits, trust accounts, time deposits, overnight bank deposits, interest-bearing deposits, federal funds and banker’s acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of A-1 or A-1+ by S&P and P-1 by Moody’s, and maturing no more than 360 days after the date of purchase;
(e) commercial paper which is rated at the time of purchase in the single highest classification, A-1+ by S&P and P-1 by Moody’s and which matures not more than 270 days after the date of purchase;
(f) investments in a money market mutual fund, rated at the time of purchase AAAm or AAAm-G or better by S&P;

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SERIES 2022A LEASE AGREEMENT
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(g) Repurchase and reverse repurchase agreements collateralized with Federal Securities; (h) any pre-refunded bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (i) which are rated, at the time of purchase, based on the refunding escrow, in the highest rating category of S&P and Moody’s or (ii)(A) which are fully secured as to principal and interest and redemption premium (if any) by a fund consisting only of cash or Federal Securities, which fund may be applied only to the payment of such principal of and interest and redemption premium (if any) in such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates under such irrevocable instructions, as appropriate, and (B) which fund is sufficient, as verified by an Independent Accountant, to pay principal of and interest and redemption premium (if any) on the bonds or other obligations described in this paragraph on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to above, as appropriate; (i) investment agreements, which are rated, at the time of investment, in the highest rating category of S&P and Moody’s;
(j) the Local Agency Investment Fund established under Section 16429.1 of the Government Code of the State of California; and
(k) any other investment permitted under Section 53601 of the California Government Code.
“Person” means an individual, corporation, firm, association, limited liability company, corporation, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.
“Principal Component” means the portion of each Lease Payment designated as Principal Component, as such is set forth on Exhibit B hereto.
“Project” or “Street Improvement Project” means the portion of the City’s Street Improvements being financed by the Lease Obligation.
“Project Costs” means the costs, expenses and liabilities paid or incurred or to be paid or incurred by the City, all calculated in accordance with generally accepted accounting principles, in connection with acquisition, financing, planning, engineering, design, construction and installation relating to the Project or any portion thereof, including but not limited to: (a) the obtaining of all governmental approvals, certificates, permits and licenses with respect thereto, (b) the costs of acquisition, construction or installation by or for the City of real and personal property or any interest therein, (c) any good faith or other similar payment or deposits, (d) the costs of any demolitions or relocation necessary in connection therewith, (e) costs of physical construction or installation and costs incidental to such construction, installation or acquisition, (f) all costs relating to injury and damage claims, (g) the costs of any indemnity or surety bonds and premiums on insurance, including obligations to a stock, mutual or reciprocal insurance company or exchange, (h) preliminary investigation and development costs, including without limitation costs for feasibilities studies, (i) engineering fees, contractors’ fees, legal fees and expenses, and any other fees and expenses of

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Packet Pg. 105 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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professional consultants, (j) the costs of labor, materials, equipment and utility services and supplies, (k) the costs of supporting equipment, including telecommunication equipment, computers and vehicles, (l) administrative and general overhead expenses and costs of keeping accounts and making reports required by this Agreement prior to or in connection with the completion of the Project, (m) all federal, state and local taxes and payments in lieu of taxes legally required to be paid in connection with the Project prior to or in connection with the completion of the Project. It is intended that this definition of Project Costs be broadly construed to encompass all costs, expenses and liabilities of the City which are chargeable to the capital accounts of the Project in accordance with generally accepted accounting principles.
“Property” means, collectively, the Site and the Facility. “Rental Period” means each period during the Term of the Lease commencing on and including January 2 in each year and extending to and including the next succeeding January 1. The first Rental Period begins on the Closing Date and ends on January 1, 2023. “Resolution” means the Resolution No. ____, adopted by the City Council on January 11, 2022, authorizing and otherwise providing for the execution and delivery of this Series 2022A Lease Agreement.
“Series 2022A Lease Agreement” means this Series 2022A Lease Agreement, dated as of January 1, 2022, by and between the Lessor, as sublessor hereunder, and the City, as sublessee hereunder, together with any duly authorized and executed amendments hereto. “Series 2022A Site Lease” means the Series 2022A Site and Facilities Lease, dated as of January 1, 2022, by and between the City, as lessor thereunder, and the Lessor, as lessee thereunder, together with any duly authorized and executed amendments thereto. “Series 2022B Lease Agreement” means that certain Series 2022A Lease Agreement, dated as of January 1, 2022, by and between the Lessor, as sublessor thereunder, and the City, as sublessee thereunder, together with any duly authorized and executed amendments thereto. “Site” means that certain real property more particularly described in Exhibit A to the Series 2022A Site Lease and in Exhibit A to this Series 2022A Lease Agreement. “State” means the State of California.
“Term of this Series 2022A Lease Agreement” or “Term” means the time during which this Series 2022A Lease Agreement is in effect, as provided in Section 3.01(d) hereof. “Total Lease Obligation Proceeds” means the amount specified in Section 3.01(e) hereof. “Written Request” means a request in writing signed by Authorized Representative, or by any other officer of the City duly authorized for that purpose.

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Packet Pg. 106 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

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Section 1.02. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and do not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Series 2022A Lease Agreement; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Series 2022A Lease Agreement as a whole and not to any particular Article, Section or subdivision hereof.

ARTICLE II

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Packet Pg. 107 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

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regulation, or any applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument to which the City is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the City, which conflict, violation, breach, default, lien, charge or encumbrance would have consequences that would materially and adversely affect the consummation of the transactions contemplated by the Series 2022A Site Lease or this Series 2022A Lease Agreement, or the financial condition, assets, properties or operations of the City.
(e) Consents and Approvals. No consent or approval of any trustee or holder of any indebtedness of the City or of the voters of the City, and no consent, permission, authorization, order or license of, or filing or registration with, any Governmental Authority is necessary in connection with the execution and delivery of the Series 2022A Site Lease and this Series 2022A Lease Agreement, or the consummation of any transaction therein and herein contemplated, except as have been obtained or made and as are in full force and effect. (f) No Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court or federal, state, municipal or other Governmental Authority pending and notice of which has been served on the City or, to the knowledge of the City after reasonable investigation, threatened against or affecting the City or the assets, properties or operations of the City which, if determined adversely to the City or its interests, would have a Material Adverse Effect, and the City is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other Governmental Authority, which default might have consequences that would materially and adversely affect the consummation of the transactions contemplated by this Series 2022A Lease Agreement.
(g) Sufficient Funds. The City reasonably believes that sufficient funds can be obtained to make all Lease Payments and all other amounts required to be paid pursuant to this Series 2022A Lease Agreement.
(h) Fee Title. The City is the owner in fee of title to the Property. No lien or encumbrance on the Property materially impairs the City’s use of the Property for the purposes for which it is, or may reasonably be expected to be, held. The Series 2022A Site Lease and this Series 2022A Lease Agreement are the only leases that encumber the Property. (i) Use of the Property, Essentiality. During the term of this Series 2022A Lease Agreement, the Property will be used by the City only for the purpose of performing one or more core municipal functions consistent with the permissible scope of the City’s authority.

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Packet Pg. 108 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

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(k) Flooding Risk. To the best of the City’s knowledge, the Property is not located in a flood hazard area and has never been subject to material damage from flooding. (l) Value of Property. The fair market value of the Property is not less than the Lease Obligation Proceeds.
(m) Financial Condition. The audited financial statements of the City for the year ended June 30, 2021, supplied to the Lessor (i) were prepared in accordance with GAAP, consistently applied, and (ii) fairly present the City’s financial condition as of the date of the statements. There has been no material adverse change in the City’s financial condition subsequent to June 30, 2021.
(n) Current Compliance. The City is in all material respects in compliance with all laws, regulations, ordinances, and orders of public authorities applicable to the Property. (o) No Material Adverse Change. Since the most current date of the information, financial or otherwise, supplied by the City to the Lessor:
(i) There has been no change in the assets, liabilities, financial position or results of operations of the City which might reasonably be anticipated to cause a Material Adverse Effect.
(ii) The City has not incurred any obligations or liabilities which might reasonably be anticipated to cause a Material Adverse Effect. (iii) The City has not (A) incurred any material indebtedness, other than the Lease Payments, and trade accounts payable arising in the ordinary course of the City’s business and not past due, or (B) guaranteed the indebtedness of any other person. (p) Due Authorization and Payment. All of the Lease Payments and other payments hereunder have been, or shall be, duly authorized and paid when due out of funds then on hand and legally available for such purposes.
(q) No Default or Non-Appropriation. The City has never non-appropriated or defaulted under any of its payment or performance obligations or covenants, either under any financing lease of the same general nature as this Series 2022A Lease Agreement, or under any of its bonds, notes, certificates of participation, or other debt obligations. (r) Foreseeable Need for the Property. There are no circumstances presently affecting the City that could be reasonably expected to alter its foreseeable need for the Property or adversely affect its ability or willingness to budget funds for the payment of the Lease Payments and other payments due hereunder.
(s) Minimum Total Advances. The City hereby covenants and agrees to request Advances in a total minimum amount of $_________ during the Availability Period. (t) Property. To the knowledge of the City, the Property complies with all applicable restrictive covenants, zoning ordinances, building laws and other Applicable Laws (including without limitation, the Americans with Disabilities Act, as amended)

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Packet Pg. 109 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

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(u) Useful Life of Property. The Property has a remaining useful life that extends to at least January 1, 20__.
(v) No Condemnation. The City hereby covenants and agrees, to the extent it may lawfully do so, that so long as any amounts are owed to the Lessor, that it will not exercise the power of condemnation with respect to the Property. The City further covenants and agrees, to the extent it may lawfully do so, that if for any reason the foregoing covenant is determined to be unenforceable or if the City should fail or refuse to abide by such covenant and condemns the Property, the appraised value of the Property shall not be less than the greater of (i) if such Lease Payments are then subject to prepayment, or (ii) if such Lease Payments are not then subject to prepayment, the amount necessary to prepay the Lease Payments to the first available prepayment date.
(w) Accuracy of Information. All information, reports and other papers and data furnished by the City to the Lessor were, at the time the same were so furnished, to the best of the City’s knowledge, complete and accurate in all material respects. No fact is known to the City which has had or, to the best of the City’s knowledge, so far as the City can now reasonably foresee, may in the future have a Material Adverse Effect, which has not been set forth in the financial statements previously furnished to the Lessor or in other such information, reports, papers and data or otherwise disclosed in writing to the Lessor prior to the Closing Date. Any financial, budget and other projections furnished to the Lessor by the City or its or their agents were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and reasonable in light of the conditions existing at the time of delivery of such financial, budget or other projections, and as of the date of this representation, represent the City’s best estimate of future financial performance of the City. (x) Financial Obligation Disclosure. In connection with the City’s compliance with any continuing disclosure undertakings (each, a “Continuing Disclosure Agreement”) entered into by the City pursuant to SEC Rule 15c2 12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”), the City believes it may be required to file with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system or its successor (“EMMA”) notice of its incurrence of its obligations with respect to this Series 2022A Lease Agreement and related documents and notice of any accommodation, waiver, amendment, modification of terms or other similar events reflecting financial difficulties in connection with this Series 2022A Lease Agreement and related documents, in each case including a full copy thereof or a description of the material terms thereof (each such posting, an “EMMA Posting”). The City agrees that it shall not file or submit or permit the filing or submission of any EMMA Posting that includes the following information relating to the Lessor: unredacted sensitive or confidential information about the Lessor or its affiliates; address and account information of the Lessor or any affiliates; e-mail addresses, telephone numbers, or fax numbers; or names and signatures of officers, employees and signatories of Lessor or its affiliates.
(y) Role of Lessor. The City acknowledges that:
(i) the Lessor is acting solely for its own loan account and not as a fiduciary for the City or in the capacity of broker, dealer, municipal securities underwriter, placement agent, or municipal advisor;

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Packet Pg. 110 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

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(ii) the Lessor has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of the City (including to any financial advisor or placement agent engaged by the City) with respect to the structuring of the financing or the execution and delivery of the Lease Obligation; and (iii) the transactions between the City and Lessor are arm’s-length, commercial transactions in which the Lessor is acting and has acted solely as a principal and for its own interest, and the Lessor has not made recommendations to the City with respect to the transactions relating to this Series 2022A Lease Agreement.

Section 2.02. Covenants, Representations and Warranties of the Lessor. The Lessor makes the following covenants, representations and warranties to the City as of the date of the execution and delivery of this Series 2022A Lease Agreement:
(a) the Lessor has been duly organized and is validly existing as a limited liability corporation under the laws of the State of Delaware with full corporate power to enter into and undertake its duties and obligations hereunder and has sufficient knowledge and experience in financial and business matters to be able to evaluate the economic risks represented by the Lease Obligation;
(b) the execution, delivery and performance of this Series 2022A Lease Agreement and the Series 2022A Site Lease have been duly authorized by all necessary corporate actions on the part of the Lessor and do not require any further approvals or consents;
(c) to the knowledge of the officer executing this Series 2022A Lease Agreement, the execution, delivery and performance of this Series 2022A Lease Agreement and the Series 2022A Site Lease do not and will not result in any breach of or constitute a default under any indenture, mortgage, contract, agreement or instrument to which the Lessor is a party by which it or its property is bound;
(d) to the knowledge of the officer executing this Series 2022A Lease Agreement, there is no pending or, to the knowledge of the Lessor, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of the Lessor to perform its obligations under this Series 2022A Lease Agreement and the Series 2022A Site Lease;
(e) the Lessor will not mortgage or encumber the Property or this Series 2022A Lease Agreement or assign this Series 2022A Lease Agreement or its rights to receive Lease Payments hereunder, except as expressly permitted herein or in the Series 2022A Site Lease; and
(f) the Lessor will deliver to the City on the Closing Date a certificate substantially in the form set forth in Exhibit C attached hereto.

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Packet Pg. 111 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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ARTICLE III
AUTHORIZATION; DEPOSIT AND APPLICATION OF LEASE PROCEEDS Section 3.01. Authorization and Terms of the Lease Obligation; Advances. (a) For the purpose of raising funds to pay Project Costs, the Lease Obligation represented by this Series 2022A Lease Agreement is hereby authorized to be consummated in a principal amount of not to exceed $_________. The Lease Obligation shall be designated “City of Cotati, Series 2022A Lease Obligation (Street Improvement Project).” Absent circumstances not presently anticipated, the entire issue of the Lease Obligation shall be registered in the name of the Lessor. Record of each Advance shall be maintained by the Lessor in such manner as the Lessor shall determine (the “Record of Advances”), which Record of Advances shall be electronically sent to the City within fifteen days of each Advance, and which shall be deemed conclusive absent manifest error. (b) The Lease Obligation shall be dated the Closing Date, and shall bear interest from such date, to be due and payable on the stated maturity date of the Lease Obligation; provided, however, that interest shall accrue only on each Advance from the date of disbursement by the Lessor of such Advance. From and during the continuance of an Event of Default, the Lease Obligation shall, at the option of Lessor and with written notice to the City, bear interest at the Default Rate.
(c) The Lease Obligation shall be payable as to principal and interest in legal tender of the United States of America.
(d) The Term of this Series 2022A Lease Agreement commences on the Closing Date and ends on January 1, 20__, or the date on which all of the Lease Payments have been paid in full. If on January 1, 20__, the City shall have defaulted in its payment of Lease Payments hereunder or any Event of Default has occurred and continues without cure by the City, then, subject to Lessor’s rights and remedies contained herein and in the Series 2022A Site Lease, the term of this Series 2022A Lease Agreement shall be extended for so long as the default remains uncured, as necessary to accommodate the final payment of all Lease Payments due hereunder, not to exceed 10 years.
(e) The first Advance on the Lease Obligation shall be made by the Lessor in the amount of the Initial Lease Obligation Proceeds (and collectively with all subsequent Advances, the “Total Lease Obligation Proceeds”). On the Closing Date, the Lessor shall transfer the Initial Advance Proceeds as set forth in Section 3.02 below. (f) After the Initial Advance, during the Availability Period the City may request up to five (5) additional Advances within the ensuing twelve (12) months by delivering a Request for Advance substantially in the form of Exhibit E hereto. The Lessor shall satisfy each Advance no later than three (3) Business Days after the receipt of such Request of the City. The date and amount of each Advance shall be noted on the Record of Advances; provided that the failure to record any such Advance on the Record of Advances shall not affect the principal amount due. In no event may the total amount of all Advances exceed $_________. The final Advance shall be in an amount sufficient to satisfy the covenant set

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Packet Pg. 112 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

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forth in Section 2.01(s) hereof. Within the foregoing limit, the City may request Advances during the Availability Period provided that no Event of Default has occurred and is continuing, and that all other conditions set forth in the Certificate of the City are met to the Lessor’s reasonable satisfaction. Amounts advanced under this Series 2022A Lease Agreement and later repaid may not be re-borrowed.

Section 3.02. Deposit of and Application of Initial Lease Obligation Proceeds. The City hereby instructs the Lessor (to which instruction the Lessor hereby agrees) to wire transfer (i) $__________ of the Initial Lease Obligation Proceeds, on behalf of the City, to the payees set forth in Schedule I of a requisition, substantially in the form attached hereto as Exhibit D, executed by an Authorized Representative of the City, and (ii) $__________ the of the Initial Lease Obligation Proceeds to the City for deposit in the Project Fund.

Section 3.03. Establishment and Application of Project Fund. The City shall maintain and hold in trust a separate fund to be known as the “Project Fund.” The City shall keep such fund separate and apart from all other funds and moneys held by the City; and shall administer such fund as provided herein. Except as otherwise provided herein, moneys in the Project Fund shall be used solely for the payment of Project Costs. The City shall maintain on file a record of all expenditures of such moneys withdrawn from the Project Fund, including all Requisitions of the City and records evidencing the person to whom payment is to be made, the amount of money to be paid, the purpose for which the obligation to be paid was incurred and that such payment was a proper charge against the Project Fund and has not been the subject of previous Requisitions of the City.

Section 3.04. Payment of Project Costs.
(a) The amount received for each Advance (other than the Initial Advance), shall be immediately deposited by the City into the Project Fund for the purpose of paying Project Costs. (b) Except as otherwise provided herein, moneys in the Project Fund shall be used solely for the payment of the Project Costs. The City shall disburse moneys in the Project Fund from time to time to pay Project Costs (or to reimburse the City for payment of Project Costs) upon execution of a Requisition of the City, substantially in the form attached hereto as Exhibit E, which: (A) states with respect to each disbursement to be made (i) the requisition number, (ii) the name and address of the person, firm or corporation to whom payment will be made, (iii) the amount to be disbursed, (iv) the purpose for which the obligation was incurred, and (v) that each obligation mentioned therein is a proper charge against the Project Fund and has not previously been disbursed by the City from amounts in the Project Fund; (B) specifies in reasonable detail the nature of the obligation; and (C) is accompanied by a bill or statement of account (if any) for each obligation. (c) The City shall be responsible for payment of all other Project Costs.

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Packet Pg. 113 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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ARTICLE IV
SUBLEASE OF PROPERTY; LEASE PAYMENTS;

SUBSTITUTION, ADDITION OR RELEASE
Section 4.01. Sublease of Property; No Merger.
(a) Sublease. The Lessor hereby subleases the Property to the City, and the City hereby subleases the Property from the Lessor, upon the terms and conditions set forth in this Series 2022A Lease Agreement.
(b) No Merger. The leasing of the Property by the City to the Lessor pursuant to the Series 2022A Site Lease shall not affect or result in a merger of the City’s subleasehold estate pursuant to this Series 2022A Lease Agreement and its fee estate as lessor under the Series 2022A Site Lease.

Section 4.02. Reserved.

Section 4.03. Lease Payments.
(a) Obligation to Pay. Subject to the provisions of Article IX, the City hereby agrees to repay the Lease Obligation in the aggregate principal amount of up to $___________ together with interest (calculated at the rate of 2.45%, on the basis of a 360-day year of twelve 30-day months; provided, however, that upon the occurrence of an Event of Taxability, the rate shall be _____%) on the unpaid principal balance thereof, payable in semi-annual Lease Payments in the respective amounts and on the respective Lease Payment Dates specified in Exhibit B hereto, and by this reference made a part hereof. The City understands that the Lessor will send an invoice to the City in advance of each Lease Payment Date.

So long as the Lease Obligation is owned by the Lessor, all Lease Payments shall be made by wire or other form of electronic payment in accordance with written instructions provided by Lessor or, with Lessor’s consent, by such other commercially reasonable method of payment.

Each Lease Payment payable hereunder shall be paid in lawful money of the United States of America. Notwithstanding any dispute between the City and the Lessor, the City shall make all Lease Payments when due, without deduction or offset of any kind, and shall not withhold any Lease Payments pending the final resolution of any such dispute. In the event of a determination that the City was not liable for said Lease Payments or any portion thereof, said Lease Payments or excess of payments, as the case may be, shall, at the option of the City, be credited against subsequent Lease Payments due hereunder or be refunded at the time of such determination.
(b) Additional Payments. In addition to the Lease Payments set forth herein, the City agrees to pay as Additional Payments all of the following:
(i) Subject to Section 5.01, all taxes and assessments of any nature whatsoever, including but not limited to excise taxes, ad valorem taxes, ad valorem and specific lien special assessments and gross receipts taxes, if any, levied upon the

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Packet Pg. 114 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

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Property or upon any interest of the Lessor therein or in this Series 2022A Lease Agreement;
(ii) insurance premiums, if any, on all insurance required under the provisions of Article V hereof;
(iii) any other reasonable fees, costs or expenses incurred by the Lessor in connection with the execution, performance or enforcement of this Series 2022A Lease Agreement or any of the transactions contemplated hereby or related to the Property, including, without limitation, reasonable legal expenses in connection with the enforcement of this Series 2022A Lease Agreement and any amounts which may become due; provided, however, the City shall not be responsible for any costs incurred by the Lessor associated with any assignment of this Series 2022A Lease Agreement; and
(iv) such amounts sufficient to indemnify the Lessor and to pay all amounts due under Section 7.03.

If the City prepays the Lease Payments in part but not in whole under either Section 9.02 or

9.03 hereof, the Principal Components of the remaining Lease Payments will be reduced in inverse order of Lease Payment Dates; and the Interest Component of each remaining Lease Payment will be reduced based on the amount of the remaining Principal Components. (d) Rate on Overdue Payments. If the City fails to make any of the payments required in this Section 4.03, the payment in default will continue as an obligation of the City until the amount in default has been fully paid, and the City agrees to pay the same with interest thereon, from the date of default to the date of payment at the Default Rate. (e) Covenant to Budget and Appropriate. The City covenants to take such action as may be necessary to include all Lease Payments due hereunder in its annual budget and any supplement thereto, and to make the necessary annual appropriations for all such Lease Payments, subject only to abatement as provided in Section 4.08 hereof. The covenants on the part of the City herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in this Series 2022A Lease Agreement agreed to be carried out and performed by the City.

The obligation of the City to make Lease Payments or Additional Payments does not

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Packet Pg. 115 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the obligation of the City to make Lease Payments nor Additional Payments constitutes an indebtedness of the City, the State or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. (f) Fair Rental Value. Payments of Lease Payments and Additional Payments for each rental payment period shall constitute the total rental for such rental payment period, and shall be paid by the City in each rental payment period for and in consideration of the right of the use and possession of, and the continued quiet use and enjoyment of, the Property during each such period for which said rental is to be paid. The parties to this Series 2022A Lease Agreement specifically acknowledge and agree that the annual fair rental value of the Property is in excess of the maximum annual Lease Payments, and that any “discount” of Lease Payments below fair rental value (but in excess of the maximum annual Lease Payments) is in recognition of the unique characteristics of the Property. In making such determination, consideration has been given to other obligations of the parties under this Series 2022A Lease Agreement, the limited remedies of the Lessor in the event of default, the uses and purposes which may be served by the Property and the benefits therefrom which will accrue to the City and the general public. The determination of fair rental value of the Property pursuant to this paragraph shall not be deemed to be controlling in connection with a determination of fair value of the Property by the parties hereto for any other purpose. (g) Lessor’s Obligations. Nothing contained in this Section 4.03 shall be construed to release the Lessor from the performance of any of the agreements on its part contained herein or in the Series 2022A Site Lease, and in the event the Lessor shall fail to perform any such agreements, the City may institute such action against the Lessor as the City may deem necessary to compel performance so long as such action does not abrogate the obligations of the City contained in this Section. The City may, however, at the City’s own cost and expense and in the City’s own name or in the name of the Lessor prosecute or defend any action or proceeding or take any other action involving third persons which the City deems reasonably necessary in order to secure or protect the City’s rights hereunder, and in such event the Lessor hereby agrees to cooperate fully with the City and to take such action necessary to effect the substitution of the City for the Lessor in such action or proceedings if the City shall so request.
(h) Allocation of Lease Payments. All Lease Payments received shall be applied first to the Interest Components of the Lease Payments due hereunder, then to the Principal Components of the Lease Payments due hereunder, but no such application of any payments that are less than the total rental due and owing shall be deemed a waiver of any default hereunder.
(i) Increases in Aggregate Lease Payments. The City covenants that it shall not permit an increase in the aggregate Lease Payments without first obtaining an opinion of Bond Counsel to the effect that the incurring of such increased Lease Payments will not (i) impair the validity and enforceability of this Series 2022A Lease Agreement and (ii) in and of itself impair the exclusion of interest on the Lease Obligation from the gross income of the owners thereof for federal income tax purposes.

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Packet Pg. 116 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

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Section 4.04. Quiet Enjoyment. Throughout the Term of this Series 2022A Lease Agreement, the Lessor will provide the City with quiet use and enjoyment of the Property and the City will peaceably and quietly have and hold and enjoy the Property, without suit, trouble or hindrance from the Lessor, except as expressly set forth in this Series 2022A Lease Agreement. The Lessor will, at the request of the City and at the City’s cost, join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Lessor may lawfully do so.

Notwithstanding the foregoing, the Lessor has the right to inspect the Property as provided in Sections

5.12(c) and 7.02.

Section 4.05. Title. At all times during the Term of this Series 2022A Lease Agreement, the City shall hold title to the Property, including all additions which comprise fixtures, repairs, replacements or modifications thereto, subject to Permitted Encumbrances and subject to the provisions of Section 7.02. Upon the termination of this Series 2022A Lease Agreement (other than under Section 8.02(b) hereof), all right, title and interest of the Lessor in and to the Property shall be transferred to and vested in the City. Upon the payment in full of all Lease Payments, or upon the deposit by the City of security for such Lease Payments as provided in Section 9.01, all right, title and interest of the Lessor in and to the Property shall be transferred to and vested in the City. The Lessor agrees to take any and all steps and execute and record any and all documents reasonably required by the City to consummate any such transfer.

Section 4.06. Substitution, Addition or Release of the Property. The City shall have the right to substitute alternate real property for any portion of, or add additional real property to the Property, or to release a portion of the Property from this Series 2022A Lease Agreement. All costs and expenses incurred in connection with such substitution, addition or release (including all reasonable costs, expenses and attorneys’ fees incurred by the Lessor) shall be borne by the City.

Notwithstanding any substitution, addition or release of Property pursuant to this subsection, there shall be no reduction in or abatement of the Lease Payments due from the City hereunder as a result of such substitution, addition or release. Any such substitution, addition or release of any portion of the Property shall be subject to the following specific conditions, which are hereby made conditions precedent to such substitution, addition or release:
(a) The City shall first receive written authorization and approval from the Lessor, which authorization and approval shall not be unreasonably denied by the Lessor so long as the conditions set forth below are satisfied;
(b) The contemplated substitution, addition or release shall not cause the City to violate any of its covenants, representations and warranties made herein; (c) No Event of Default shall have occurred and be continuing; (d) The City shall have delivered a Certificate to the Lessor that the Property, as constituted after such substitution, addition or release, (i) the annual fair rental value after such substitution, addition or release will be at least equal to 100% of the maximum amount of the Lease Payments becoming due in the then current fiscal year and in any subsequent fiscal year, (ii) has a fair market value greater than or equal to total Principal Components remaining prior to such substitution, addition or release, (iii) has a useful life equal to or greater than the useful life of the Property, as constituted prior to such substitution, addition or release, and (iv) certifying that the Property, as constituted after such substitution, addition or release, remains an essential asset to the

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Packet Pg. 117 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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City;
(e) The property to be substituted or added must be owned in fee simple by the City and be free of any liens and encumbrances that would impair the use of the property for its intended purpose, and, except for the addition of City streets, the City shall have obtained or caused to be obtained a CLTA or ALTA title insurance policy or policies with respect to any substituted or additional property in the amount of the fair market value of such substituted or additional property, unless such requirement is waived by the Lessor;
(f) In the case of substituted or additional property, the City agrees to provide any required diligence information related to such proposed substituted or additional property that are reasonably required by the Lessor; and
(g) The City and the Lessor shall have executed, and the City shall have caused to be recorded with the Sonoma County Recorder, any document necessary to reconvey to the City the portion of the Property being substituted or released and to include any substituted or additional real property in the description of the Property contained herein and in the Series 2022A Site Lease.

Section 4.07. Scheduled Release of Property. Notwithstanding Section 4.06 or any other provision contained herein, so long as the City is current with making the scheduled Lease Payments, the Lessor and the City hereby agree that the Property set forth in Exhibit A hereto shall be released from this Series 2022A Lease Agreement as set forth in Exhibit A-1-1 hereto.

Section 4.08. Abatement. The obligation of the City to pay Lease Payments and Additional Payments shall be abated during any period in which by reason of any damage, destruction or condemnation there is substantial interference with the use and occupancy of the Property or any portion thereof by the City. Such abatement shall be in an amount such that the resulting Lease Payments in any year during which such interference continues does not exceed the fair rental value of the portions of the Property as to which such damage, destruction, taking or title defect does not substantially interfere with the City’s use and right of possession, as evidenced by a Certificate of the City. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, and ending with the substantial completion of the work of repair or replacement of the Property, or the portion thereof so damaged or destroyed, and the term of this Series 2022A Lease Agreement shall be extended as provided in Section 4.02 hereof. In the event of any such damage or destruction, this Series 2022A Lease Agreement continues in full force and effect and the City waives any right to terminate this Series 2022A Lease Agreement by virtue of any such damage and destruction.

Notwithstanding the foregoing, to the extent that moneys are available for the payment of Lease Payments in any of the funds and accounts established hereunder, such Lease Payments shall not be abated but shall be payable by the City as a special obligation payable solely from such funds and accounts.

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Packet Pg. 118 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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ARTICLE V
MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS
Section 5.01. Maintenance, Utilities, Taxes and Assessments. Throughout the Term of this Series 2022A Lease Agreement, as part of the consideration for the rental of the Property, all improvement, repair and maintenance of the Property are the sole responsibility of the City, and the City will pay for or otherwise arrange for the payment of all utility services supplied to the Property, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Property resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof. In exchange for the Lease Payments herein provided, the Lessor agrees to provide only the Property, as hereinbefore more specifically set forth. The City waives the benefits of subsections 1 and 2 of Section 1932, Section 1933(4) and Sections 1941 and 1942 of the California Civil Code, but such waiver does not limit any of the rights of the City under the terms of this Series 2022A Lease Agreement.

The City will pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Lessor or the City affecting the Property or the respective interests or estates therein; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City is obligated to pay only such installments as are required to be paid during the Term of this Series 2022A Lease Agreement as and when the same become due.

The City may, at the City’s expense and in its name, in good faith contest any such taxes, assessments, utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Lessor shall notify the City that, in the opinion of Bond Counsel, by nonpayment of any such items, the interest of the Lessor in the Property will be materially endangered or the Property or any part thereof will be subject to loss or forfeiture, in which event the City will promptly pay such taxes, assessments or charges or provide the Lessor with full security against any loss which may result from nonpayment, in form satisfactory to the Lessor. The City shall promptly notify the Lessor of any tax, assessment, utility or other charge it elects to contest.

Section 5.02. Modification of Property. The City has the right, at its own expense, to make additions, modifications and improvements to the Property or any portion thereof. All additions, modifications and improvements to the Property will thereafter comprise part of the Property and become subject to the provisions of this Series 2022A Lease Agreement. Such additions, modifications and improvements may not cause the Property to be used for purposes other than those authorized under the provisions of State and federal law; and the Property, upon completion of any additions, modifications and improvements made thereto under this Section, must be of a value which is not substantially less than the value thereof immediately prior to the making of such additions, modifications and improvements.

Section 5.03. Public Liability Insurance. The City shall maintain or cause to be maintained throughout the Term of this Series 2022A Lease Agreement a standard comprehensive general liability insurance policy or policies in protection of the City, the Lessor and their respective members, officers, agents, employees and assigns. Said policy or policies shall provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury,

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Packet Pg. 119 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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death or property damage occasioned by reason of the operation of the Property. Such policy or policies shall provide coverage in such liability limits and be subject to such deductibles as the City deems adequate and prudent. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance. The City will apply the proceeds of such liability insurance toward extinguishment or satisfaction of the liability with respect to which such proceeds have been paid.

Section 5.04. Casualty Insurance. The City shall maintain or cause to be maintained, throughout the Term of this Series 2022A Lease Agreement, casualty insurance against loss or damage to any or all buildings situated on the Property, if applicable, by fire and lightning, with extended coverage and vandalism and malicious mischief insurance, and against loss of Property by theft. Such extended coverage insurance shall, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. The insurance required by this paragraph shall be in an amount at least equal to the greater of the replacement value of the insured buildings and the aggregate principal amount of the Lease Payments outstanding, if the Property is other than streets in the City. Such insurance may be subject to such deductibles as the City deems adequate and prudent. Such insurance may be maintained as part of or in conjunction with any other coverage insurance carried or required to be carried by the City (including, with the Lessor’s prior written consent, a self-insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers agency or other program providing pooled insurance. The City will apply the Net Proceeds of such insurance as provided in Section 6.02 hereof.

Section 5.05. Reserved.

Section 5.06. Worker’s Compensation Insurance. If required by applicable California law, the City shall carry worker’s compensation insurance covering all employees on, in, near or about the Property and, upon written request, shall furnish to the Lessor certificates evidencing such coverage throughout the Term of this Series 2022A Lease Agreement. Such insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City (including a self insurance program), and may be maintained in whole or in part in the form of the participation by the City in a joint powers authority or other program providing pooled insurance.

Section 5.07. No Title Insurance or Recordation. The City shall not be required to provide CLTA or ALTA title insurance policies for the Property. The City shall also not be required to cause the Series 2022A Site Lease and this Series 2022A Lease Agreement, or a memorandum hereof, to be recorded in the office of the Sonoma County Recorder with respect to the Property.

Section 5.08. Insurance Net Proceeds; Form of Policies. All insurance policies (or riders) required by this Article V and provided by third party insurance carriers shall be taken out and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State, and shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to the insured parties at least ten days before the cancellation or revision becomes effective. Each insurance policy or rider required by Sections 5.03, 5.04, 5.05 and 5.06 and provided by third party insurance carriers shall name the City and the Lessor as insured parties and the Lessor as loss payee and shall include a lender’s loss payable endorsement for the benefit of the Lessor.

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Packet Pg. 120 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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Prior to the Closing Date, the City will deposit with the Lessor policies (and riders and endorsements, if applicable) evidencing any such insurance procured by it, or a certificate or certificates of the respective insurers stating that such insurance is in full force and effect. Before the expiration of any such policy (or rider), the City will furnish to the Lessor evidence that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V unless such insurance is no longer obtainable, in which event the City shall notify the Lessor of such fact.

Section 5.09. Installation of City’s Personal Property. The City may at any time and from time to time, in its sole discretion and at its own expense, install or permit to be installed other items of equipment or other personal property in or upon the Property. All such items shall remain the sole property of the City, in which the Lessor has no interest, and may be modified or removed by the City at any time. The City must repair and restore any and all damage to the Property resulting from the installation, modification or removal of any such items. Nothing in this Series 2022A Lease Agreement prevents the City from purchasing or leasing items to be installed under this Section under a lease or conditional sale agreement, or subject to a vendor’s lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest may attach to any part of the Property.

Section 5.10. Liens. The City will not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, other than as herein contemplated and except for such encumbrances as the City certifies in writing to the Lessor do not materially and adversely affect the subleasehold estate in the Property hereunder and for which the Lessor provides its prior written approval, which approval shall be at Lessor’s sole discretion. Except as expressly provided in this Article V, the City will promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim, for which it is responsible, if the same shall arise at any time. The City will reimburse the Lessor for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim.

Section 5.11. Advances. If the City fails to perform any of its obligations under this Article V, the Lessor may take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances as additional rental hereunder, with interest at the rate set forth in Section 4.03(d).

Section 5.12. Environmental Covenants.
(a) Compliance with Laws; No Hazardous Substances. The City will comply with all Applicable Environmental Laws with respect to the Property and will not use, store, generate, treat, transport, or dispose of any Hazardous Substance thereon or in a manner that would cause any Hazardous Substance to later flow, migrate, leak, leach, or otherwise come to rest on or in the Property, or from the Property to any other property.
(b) Notification of Lessor. The City will transmit copies of all notices, orders, or statements received from any governmental entity concerning violations or asserted violations of Applicable Environmental Laws with respect to the Property and any operations conducted thereon or any conditions existing thereon to the Lessor, and the City will notify the Lessor in writing immediately of any release, discharge, spill, or deposit of any Hazardous Substance that has occurred or is occurring that in any way affects or threatens to affect the Property, or the people, structures, or

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Packet Pg. 121 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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other property thereon, provided that no such notification shall create any liability or obligation on the part of the Lessor.
(c) Access for Inspection. The City will permit the Lessor, its agents, or any experts designated by the Lessor to have full access to the Property during reasonable business hours for purposes of such independent investigation of compliance with all Applicable Environmental Laws, provided that the Lessor has no obligation to do so, or any liability for any failure to do so, or any liability should it do so.

ARTICLE VI
EMINENT DOMAIN; USE OF NET PROCEEDS
Section 6.01. Eminent Domain. If part or all of the Property shall be taken permanently under the power of eminent domain or sold to a governmental entity threatening to exercise the power of eminent domain, or if all of the Property or any part thereof shall be taken temporarily under the power of eminent domain, this Series 2022A Lease Agreement shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary.

Section 6.02. Application of Net Proceeds.
(a) From Insurance Award.
(i) Any Net Proceeds of insurance against damage to or destruction of any part of the Property collected by the City in the event of any such damage or destruction shall be deposited by the City promptly upon receipt thereof in a special fund with the Lessor designated as the “Insurance and Condemnation Fund.” (ii) Within 30 days following the date of such deposit, the City shall determine and notify the Lessor in writing of its determination either (A) that the replacement, repair, restoration, modification or improvement of the Property is not economically feasible or in the best interest of the City and the Net Proceeds, together with other moneys available therefor, are sufficient to cause the prepayment of the principal components of all unpaid Lease Payments pursuant to Section 9.03 hereof, or (B) that all or a portion of such Net Proceeds are to be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property.
(iii) In the event the City’s determination is as set forth in clause (A) of subparagraph (ii) above, such Net Proceeds shall be promptly applied to the prepayment of Lease Payments and other amounts pursuant to Section 9.03 of this Series 2022A Lease Agreement; provided, however, that in the event of damage or destruction of the Property in full, such Net Proceeds may be so applied only if sufficient, together with other moneys available therefor, to cause the prepayment of the Principal Components of all unpaid Lease Payments, all accrued and unpaid interest, Prepayment Premiums described in Section 9.02, and all other costs related

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Packet Pg. 122 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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to such prepayments pursuant to Section 9.03 of this Series 2022A Lease Agreement and otherwise such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Property; provided further, however, that in the event of damage or destruction of the Property in part, such Net Proceeds may be applied to the prepayment of Lease Payments only if the resulting Lease Payments following such prepayment from Net Proceeds represent fair consideration for the remaining portions of the Property, and otherwise such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Property, evidenced by a certificate signed by an Authorized Representative. (iv) In the event the City’s determination is as set forth in clause (B) of subparagraph (ii) above, such Net Proceeds shall be applied to the prompt replacement, repair, restoration, modification or improvement of the damaged or destroyed portions of the Property by the City, and until the Property has been restored to its prior condition, the City shall not place any lien or encumbrance on the Property that is senior to this Series 2022A Lease Agreement without the prior written consent of the Lessor, at its sole discretion.
(b) From Eminent Domain Award. If all or any part of the Property shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain) the Net Proceeds therefrom shall be deposited by the City in the Insurance and Condemnation Fund and shall be applied and disbursed as follows:
(i) If the City has given written notice to the Lessor of its determination that (A) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under this Series 2022A Lease Agreement, and (B) such proceeds are not needed for repair or rehabilitation of the Property, the City shall so certify to the Lessor and the Lessor, and the City shall credit such proceeds towards the prepayment of the Lease Payments pursuant to Section 9.03 of this Series 2022A Lease Agreement. (ii) If the City has given written notice to the Lessor and the Lessor of its determination that (A) such eminent domain proceedings have not materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under this Series 2022A Lease Agreement, and (B) such proceeds are needed for repair, rehabilitation or replacement of the Property, the City shall so certify to the Lessor, and the City shall apply such amounts for such repair or rehabilitation.
(iii) If (A) less than all of the Property shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, and if the City has given written notice to the Lessor of its determination that such eminent domain proceedings have materially affected the operation of the Property or the ability of the City to meet any of its obligations with respect to the Property under this Series 2022A Lease Agreement or (B) all of the Property shall have been taken in such eminent domain proceedings, then the City shall credit such proceeds towards the prepayment of the Lease Payments pursuant to Section 9.03 of this Series 2022A Lease Agreement.

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Packet Pg. 123 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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(iv) In making any determination under this Section 6.02(b), the City may, but shall not be required to, obtain at its expense, the report of an independent engineer or other independent professional consultant, a copy of which shall be filed with the Lessor. Any such determination by the City shall be final.

ARTICLE VII

OTHER COVENANTS OF THE CITY
Section 7.01. Disclaimer of Warranties. THE LESSOR MAKES NO AGREEMENT,

WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE,

DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR

PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY OF THE PROPERTY

OR ANY PORTION THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY OR ANY PORTION THEREOF. THE CITY ACKNOWLEDGES

THAT THE CITY LEASES THE PROPERTY AS-IS, IT BEING AGREED THAT ALL OF THE AFOREMENTIONED RISKS ARE TO BE BORNE BY THE CITY. In no event is the Lessor liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Series 2022A Lease Agreement for the existence, furnishing, functioning or use of the Property by the City. The City hereby further acknowledges that the Lessor has never physically occupied or entered upon the Property.

Section 7.02. Access to the Property; Grant and Conveyance of Right of Entry. The City agrees that the Lessor, and the Lessor’s successors or assigns, has the right at all reasonable times, following at least 48 hours written notice provided to the City, to enter upon and to examine and inspect (to the extent permitted by law and public policy) the Property or any part thereof. The City further agrees that the Lessor, and the Lessor’s successors or assigns shall have such rights of access to the Property or any component thereof, following at least 48 hours written notice provided to the City, as may be reasonably necessary to cause the proper maintenance of the Property if the City fails to perform its obligations hereunder. Neither the Lessor nor any of its assigns has any obligation to cause such proper maintenance.

The City further grants, conveys and confirms to the Lessor, for the use, benefit and enjoyment of the Lessor, its successors in interest to the Property, including the Lessor, and its sublessees, and their respective employees, invitees, agents, independent contractors, patrons, customers, guests and members of the public visiting the Property, a right of entry which shall be irrevocable for the Term of this Series 2022A Lease Agreement over, across and under the property of the City adjacent to the Property to and from the Property for the purpose of: (a) ingress, egress, passage or access to and from the Property by pedestrian or vehicular traffic; (b) installation, maintenance and replacement of utility wires, cables, conduits and pipes; and (c) other purposes and uses necessary or desirable for access to and from and for operation and maintenance of the Property.

Section 7.03. Release and Indemnification Covenants. To the maximum extent permitted by law, the City hereby indemnifies the Lessor, and its directors, officers, agents, employees, successors and assigns against all claims, losses and damages, including legal fees and expenses, arising out of (a) the use, maintenance, condition or management of, or from any work or thing done on the Property by the City or the City’s employees, agents, contractors, invitees or licensees, (b) any

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Packet Pg. 124 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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breach or default on the part of the City in the performance of any of its obligations under this Series 2022A Lease Agreement, (c) any negligence or willful misconduct of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Property, (d) any intentional misconduct or negligence of any sublessee of the City with respect to the Property, (e) the acquisition, construction, improvement and equipping of the Property, (f) Environmental Claims and liabilities, damages (including foreseeable and unforeseeable consequential damages), losses, fines, penalties, judgments, awards, settlements, and costs and expenses (including, without limitation, reasonable attorneys’ fees, experts’, engineers’ and consultants’ fees, and costs and expenses of investigation, testing, remediation and dispute resolution) related thereto, whether for past or present violation of Applicable Environmental Laws, (g) any investigation, cleanup, remediation, removal or restoration work of site conditions of the Property relating any actual or alleged past or present to Hazardous Substances (whether on the Property or any adjacent or otherwise affected property and whether or not an abatement under this Series 2022A Lease Agreement has occurred) and resulting damages involving such Hazardous Substances, or the authorization of payment of the costs thereof. No indemnification is made under this Section 7.03 or elsewhere in this Series 2022A Lease Agreement for willful misconduct or gross negligence under this Series 2022A Lease Agreement by the Lessor, or its respective officers, agents, employees, successors or assigns. The indemnification hereunder shall continue in full force and effect notwithstanding the full payment of all obligations under this Series 2022A Lease Agreement or the termination of the Term of this Series 2022A Lease Agreement for any reason. The City and the Lessor each agree to promptly give notice to each other and the Lessor of any claim or liability hereby indemnified against following learning thereof.

Section 7.04. Assignment by the Lessor. The Lessor’s right, title and interest in and to this Series 2022A Lease Agreement, with prior written notice to the City, may be assigned and reassigned to no more than one assignee or sub-assignee by Lessor, without the necessity of obtaining the consent of City; provided that Lessor has filed with the City at least five Business Days’ prior written notice thereof along with an executed copy of a Lender Letter addressed to the City and the Bond Counsel substantially in the form of the Lender Letter delivered by the Lessor on the Closing Date attached hereto as Exhibit C. The City shall pay all Lease Payments hereunder to the Lessor, as provided in Section 4.03(g) hereof, or under the written direction of the assignee named in the most recent assignment or notice of assignment filed with the City. Any such assignment, transfer or conveyance may be made only to (i) an affiliate of the Lessor or (ii) certain banks, insurance companies or other financial institutions, in compliance with applicable provisions of the Securities Act of 1933, as amended.

Section 7.05. Assignment and Subleasing by the City. This Series 2022A Lease Agreement may not be assigned, mortgaged, pledged or transferred by the City. The City may further sublease the Property, or any portion thereof, with the prior written consent of the Lessor, which consent shall not be unreasonably withheld, subject to all of the following conditions:
(a) This Series 2022A Lease Agreement and the obligation of the City to make Lease Payments hereunder shall remain obligations of the City, and any sublease shall be subject and subordinate to this Series 2022A Lease Agreement. (b) The City shall, within 15 days after the delivery thereof, furnish or cause to be furnished to the Lessor a true and complete copy of such sublease. (c) No such sublease by the City shall cause the Property to be used for a purpose

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Packet Pg. 125 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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other than as may be authorized under the provisions of the laws of the State. (d) Any such sublease shall be subject and subordinate in all respects to the Series 2022A Site Lease and this Series 2022A Lease Agreement.

Notwithstanding the foregoing, in connection with any sublease entered into for financing purposes, the Principal Component of the then remaining Lease Payments plus the principal component of the sublease payments shall be commensurate with and shall not exceed the fair rental value of the Property.

Section 7.06. Amendment of this Series 2022A Lease Agreement. This Series 2022A Lease Agreement may be amended in writing by the parties hereto.

Section 7.07. Financial Statements; Budgets. Within 270 days following the end of each Fiscal Year of the City during the Term of this Series 2022A Lease Agreement, the City will provide the Lessor with a copy of its Audited Financials for such Fiscal Year. Such Audited Financials shall include such information as is required by applicable Government Accounting Standards Board pronouncements and applicable State law. In addition, the City shall deliver to the Lessor, immediately after the approval thereof, a copy of the City’s adopted budget for the then current Fiscal Year. The City shall also deliver to the Lessor a copy of any update to the City’s budget adopted for a Fiscal Year with thirty (30) days of the adoption of such updated budget.

Section 7.08. Records and Accounts. The City covenants and agrees that it shall keep proper books of record and accounts of its operations, in which complete and correct entries shall be made of all transactions relating to the City. Said books and records shall at all reasonable times be subject to the inspection of the Lessor upon 48 hours’ prior notice.

Section 7.09. Observance of Laws and Regulations. The City will well and truly keep, observe and perform or cause to be kept, observed and performed all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States, or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired and enjoyed by the City, including the City’s right to exist and carry on business as a city, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired.

Section 7.10. Closing Conditions. The Lessor has entered into this Series 2022A Lease Agreement in reliance upon the representations and warranties of the City contained in this Series 2022A Lease Agreement and to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the City of the obligations of the City pursuant to this Series 2022A Lease Agreement at or prior to the Closing Date. Accordingly, the obligation of Lessor to execute this Series 2022A Lease Agreement is subject to the fulfillment to the reasonable satisfaction of the Lessor of the following conditions:
(a) The representations and warranties of the City contained in the Series 2022A Site Lease and in this Series 2022A Lease Agreement shall be true, complete and correct on the Closing Date.

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Packet Pg. 126 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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(b) All representations, warranties and covenants made herein, and in certificates or other instruments delivered pursuant hereto or in connection herewith, shall be deemed to have been relied upon by the Lessor notwithstanding any investigation heretofore or hereafter made by the Lessor or on their behalf.
(c) On the Closing Date, the Resolution, the Series 2022A Site Lease and this Series 2022A Lease Agreement shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Lessor. (d) On the Closing Date, the City will have adopted and there will be in full force and effect such resolutions as in the opinion of Bond Counsel shall be necessary in connection with the transactions contemplated by this Series 2022A Lease Agreement, and all necessary action of the City relating to the execution and delivery this Series 2022A Lease Agreement will have been taken, will be in full force and effect and will not have been amended, modified or supplemented, except as may have been agreed to in writing by the Lessor.
(e) At or prior to the Closing Date, the Lessor will have received the following documents:
(i) the approving opinions, dated the Closing Date and addressed to the Lessor, of Bond Counsel representing, among other matters, that the Series 2022A Site Lease and this Series 2022A Lease Agreement have been duly authorized, executed and delivered by the City and each is a legal, valid and binding obligation of the City, enforceable in accordance with its respective terms, subject to customary exceptions for bankruptcy and judicial discretion; (ii) a certificate or certificates, dated the date of the Closing and signed on behalf of the City by an Authorized Representative, to the effect that, among other things, (A) the representations and warranties contained in the Series 2022A Site Lease and this Series 2022A Lease Agreement are true and correct in all material respects on and as of the date of the Closing with the same effect as if made on the Closing Date; (B) no litigation of any nature is then pending or, to his or her knowledge, threatened, seeking to restrain or enjoin the issuance and delivery of the Series 2022A Site Lease and this Series 2022A Lease Agreement or affecting the validity of the Series 2022A Site Lease and this Series 2022A Lease Agreement or contesting the existence or boundaries of the City or the titles of the present officers to their respective offices; (C) no authority or proceedings for the issuance of the Lease Obligation has been repealed, revoked or rescinded and no petition or petitions to revoke or alter the authorization to execute and deliver this Series 2022A Lease Agreement has been filed with or received by the City; and (D) the City has complied with all the agreements and covenants and satisfied all the conditions on its part to be performed or satisfied at or prior to, and to the extent possible before, the Closing Date;
(iii) a certified copy of the Resolution;
(iv) the items required by the Resolution as conditions for execution and delivery of this Series 2022A Lease Agreement;
(v) the opinion of the City’s general counsel, dated the Closing Date, addressed to the Lessor and Bond Counsel, to the effect that, among other things:
(A) the City is a municipal corporation and general law city duly organized

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Packet Pg. 127 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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and existing under and by virtue of the constitution and laws of the State of California, with full legal right, power, and authority (1) to adopt the Resolution, (2) to conduct its affairs and to lease and own its properties, including the Property, as contemplated by the Series 2022A Site Lease and this Series 2022A Lease Agreement, and (3) to execute and deliver the Series 2022A Site Lease and this Series 2022A Lease Agreement;
(B) the City has taken all actions required to be taken by it prior to the Closing Date material to the transactions contemplated by the Series 2022A Site Lease and this Series 2022A Lease Agreement, and the City has duly authorized the execution and delivery of, and the due performance of its obligations under, the Series 2022A Site Lease and this Series 2022A Lease Agreement; (C) the adoption of the Resolution, the execution and delivery by the City of the Series 2022A Site Lease and this Series 2022A Lease Agreement, and the compliance with the provisions of the Series 2022A Site Lease and this Series 2022A Lease Agreement, to the best of such counsel’s knowledge after due inquiry, do not and will not conflict with or violate in any material respect any California constitutional, statutory or regulatory provision, or, to the best of such counsel’s knowledge after due inquiry, conflict with or constitute on the part of the City a material breach of or default under any agreement or instrument to which the City is a party or by which it is bound;
(D) no litigation is pending with service of process completed or, to the best of such counsel’s knowledge after due inquiry, threatened against the City in any court in any way affecting the titles of the officials of the City to their respective positions, or seeking to restrain or to enjoin the execution and delivery of the Series 2022A Site Lease and this Series 2022A Lease Agreement, or the repayment of the Lease Obligation, or in any way contesting or affecting the validity or enforceability of the Series 2022A Site Lease and this Series 2022A Lease Agreement or the Resolution, or contesting the powers of the City or its authority with respect to the Series 2022A Site Lease and this Series 2022A Lease Agreement or the Resolution; (E) to the best of such counsel’s knowledge after due inquiry, no authorization, approval, consent or other order of the State or any local agency of the State, other than such authorizations, approvals and consents which have been obtained, is required for the valid authorization, execution and delivery by the City of the Series 2022A Site Lease and this Series 2022A Lease Agreement; and (F) to the best of such counsel’s knowledge after due inquiry, the City is not in breach of or default under any applicable law or administrative regulation of the State or any applicable judgment or decree or any lease agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would materially adversely affect the City’s ability to enter into or perform its obligations under the Series 2022A Site Lease and this Series 2022A Lease Agreement, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument;

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Packet Pg. 128 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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(vi) the fully executed Series 2022A Site Lease and this Series 2022A Lease Agreement in form and substance acceptable to the Lessor; (vii) evidence of liability, rental interruption and casualty insurance satisfactory to the Lessor; and
(viii) such additional legal opinions, certificates, instruments and other documents as the Lessor or its counsel may reasonably request to evidence the truth and accuracy, as of the date of this Series 2022A Lease Agreement and as of the Closing Date, of the representations, warranties, agreements and covenants of the City contained herein and the due performance or satisfaction by the City at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the City.

Section 7.11. Notices. During the Term of this Series 2022A Lease Agreement, the City shall provide to the Lessor:
(a) Immediate notice by telephone, promptly confirmed in writing, of any event, action or failure to take any action which is, or with the passage of time or the giving of notice or both, would constitute an Event of Default under this Series 2022A Lease Agreement, together with a detailed statement by an Authorized Representative of the steps being taken by the City to cure the effect of such default or Event of Default. (b) Prompt written notice of any Material Litigation, or any investigation, inquiry or similar proceeding by any Governmental Authority.
(c) Prompt written notice of any Event of Taxability.
(d) With reasonable promptness, such other information respecting the City, and the operations, affairs and financial condition of the City as the Lessor may from time to time reasonably request.
(e) Immediate notice if any budget for the City does not include an amount sufficient to make all required Lease Payments in a Rental Period.

ARTICLE VIII

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Packet Pg. 129 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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specifying such failure and requesting that it be remedied has been given to the City by the Lessor. However, if in the reasonable opinion of the City the failure stated in the notice can be corrected, but not within such 30-day period, the Lessor shall not unreasonably withhold their consent to an extension of such time (for a period not to exceed 60 days) if corrective action is instituted by the City within such 30-day period and diligently pursued until the default is corrected.
(c) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar federal or State act now existing or which may hereafter be enacted. (d) Any default by the City to observe any covenant, condition or agreement on its part to be observed or performed under the Series 2022A Site Lease. (e) Any court of competent jurisdiction shall find or rule that the Series 2022A Site Lease or this Series 2022A Lease Agreement is not valid or binding against the City. (f) Any Material Adverse Effect shall exist.
(g) The occurrence of an Event of Default under the Series 2022B Lease Agreement.

Upon the occurrence and continuance of an Event Default, the interest rate on the Lease Payments shall bear interest at the Default Rate.

Section 8.02. Remedies on Default. Whenever any Event of Default has happened and is continuing, the Lessor may exercise any and all remedies available under law or granted under this Series 2022A Lease Agreement, including without limitation re-leasing of the Property; provided, however, that notwithstanding anything herein to the contrary, there shall be absolutely no right to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and payable. Each and every covenant hereof to be kept and performed by the City is expressly made a condition and upon the breach thereof the Lessor may exercise any and all rights granted hereunder; provided, that no termination of this Series 2022A Lease Agreement shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. Upon the occurrence and during the continuance of any Event of Default, the Lessor may exercise any one of the following remedies:
(a) Enforcement of Payments Without Termination. If the Lessor does not elect to terminate this Series 2022A Lease Agreement in the manner hereinafter provided for in subparagraph (b) hereof, the City agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions herein contained and shall reimburse the Lessor for any deficiency arising out of the re-leasing of the Property, or, if the Lessor is unable to re-lease the Property, then for the full amount of all Lease Payments to the end of the Term of this Series 2022A Lease Agreement, but said Lease Payments and/or

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Packet Pg. 130 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such entry or reentry by the Lessor or any suit in unlawful detainer, or otherwise, brought by the Lessor for the purpose of effecting such re-entry or obtaining possession of the Property or the exercise of any other remedy by the Lessor. The City hereby irrevocably appoints the Lessor as the agent and attorney-in-fact of the City to enter upon and re-lease the Property upon the occurrence and continuation of an Event of Default and to remove all personal property whatsoever situated upon the Property, to place such property in storage or other suitable place in the City of Cotati for the account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Lessor from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re-leasing of the Property and the removal and storage of such property by the Lessor or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Series 2022A Lease Agreement constitute full and sufficient notice of the right of the Lessor to re-lease the Property in the event of such re-entry without effecting a surrender of this Series 2022A Lease Agreement, and further agrees that no acts of the Lessor in effecting such re-leasing shall constitute a surrender or termination of this Series 2022A Lease Agreement irrespective of the term for which such re-leasing is made or the terms and conditions of such re-leasing, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this Series 2022A Lease Agreement shall vest in the Lessor to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof. The City agrees to surrender and quit possession of the Property upon demand of the Lessor for the purpose of enabling the Property to be re-let under this paragraph. Any rental obtained by the Lessor in excess of the sum of Lease Payments plus costs and expenses incurred by the Lessor for its services in re-leasing the Property shall be paid to the City.
(b) Termination of Lease. If an Event of Default occurs and is continuing hereunder, the Lessor at its option may terminate this Series 2022A Lease Agreement (but shall not have the right to re-lease all or any portion of the Property), subject to the Series 2022A Site Lease. If the Lessor terminates this Series 2022A Lease Agreement at its option and in the manner hereinafter provided due to a default by the City, the City nevertheless agrees to pay to the Lessor all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as is herein provided in the case of payment of Lease Payments and Additional Payments. Any surplus received by the Lessor from such re-leasing shall be applied by the Lessor to Lease Payments due under this Series 2022A Lease Agreement. Neither notice to pay rent or to deliver up possession of the premises given under law nor any proceeding in unlawful detainer taken by the Lessor shall of itself operate to terminate this Series 2022A Lease Agreement, and no termination of this Series 2022A Lease Agreement on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Lessor shall have given written notice to the City of the election on the part of the Lessor to terminate this Series 2022A Lease Agreement. The City covenants and agrees that no surrender of the Property, or of the remainder of the Term hereof or any termination of this Series 2022A Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Lessor by such written notice.
(c) Proceedings at Law or In Equity. If an Event of Default occurs and continues

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Packet Pg. 131 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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hereunder, the Lessor may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder or to enforce any other of its rights hereunder.
(d) Remedies under the Series 2022A Site Lease. If an Event of Default occurs and continues hereunder, the Lessor may exercise its rights under the Series 2022A Site Lease.

Section 8.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Series 2022A Lease Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Lessor to exercise any remedy reserved to it in this Article VIII it shall not be necessary to give any notice, other than such notice as may be required in this Article VIII or by law.

Section 8.04. Agreement to Pay Attorneys’ Fees and Expenses. If either party to this Series 2022A Lease Agreement defaults under any of the provisions hereof and the nondefaulting party should employ attorneys (including in-house legal counsel) or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting party the reasonable fees of such attorneys (including allocable costs and expenses of in-house legal counsel, if any) and such other expenses so incurred by the nondefaulting party.

Section 8.05. No Additional Waiver Implied by One Waiver. If any agreement contained in this Series 2022A Lease Agreement is breached by either party and thereafter waived by the other party, such waiver is limited to the particular breach so waived and will not be deemed to waive any other breach hereunder.

Section 8.06. Judicial Reference.
(a) Judicial Reference. The Lessor and the City hereby agree: (i) each proceeding or hearing based upon or arising out of, directly or indirectly, this Series 2022A Lease Agreement, the Series 2022A Site Lease, the Property or any document related thereto, any dealings between the City and the Lessor related to the subject matter of this Series 2022A Lease Agreement, the Series 2022A Site Lease or any related transactions, and/or the relationship that is being established hereunder between the City and the Lessor (hereinafter, a “Claim”) shall be determined by a consensual general judicial reference (the “Reference”) pursuant to the provisions of Section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended or modified from time to time; (ii) upon a written request, or upon an appropriate motion by either the Lessor or the City, as applicable, any pending action relating to any Claim and every Claim shall be heard by a single Referee (as defined below) who shall then try all issues (including any and all questions of law and questions of fact relating thereto), and issue findings of fact and conclusions of law and report a statement of decision. The Referee’s statement of decision will constitute the conclusive

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Packet Pg. 132 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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determination of the Claim. The Lessor and the City agree that the Referee shall have the power to issue all legal and equitable relief appropriate under the circumstances before the Referee; (iii) the Lessor and the City shall promptly and diligently cooperate with one another, as applicable, and the Referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of all Claims in accordance with the terms of this Section 8.06; (iv) either the Lessor or the City, as applicable, may file the Referee’s findings, conclusions and statement with the clerk or judge of any appropriate court, file a motion to confirm the Referee’s report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to complete the report and resubmit it; (v) the Authority and the City, as applicable, will each have such rights to assert such objections as are set forth in Section 638 et seq. of the California Code of Civil Procedure; and (vi) all proceedings shall be closed to the public and confidential, and all records relating to the Reference shall be permanently sealed when the order thereon becomes final. (b) Selection of Referee; Powers. The parties to the Reference proceeding shall select a single neutral referee (the “Referee”), who shall be a retired judge or justice of the courts of the State of California, or a federal court judge, in each case, with at least ten (10) years of judicial experience in civil matters. The Referee shall be appointed in accordance with Section 638 of the California Code of Civil Procedure (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts). If within ten (10) days after the request or motion for the Reference, the parties to the Reference proceeding cannot agree upon a Referee, then any party to such proceeding may request or move that the Referee be appointed by the Presiding Judge of the Sonoma County Superior Court, or of the U.S. City Court for the Northern District of California. The Referee shall determine all issues relating to the applicability, interpretation, legality and enforceability of this Section 8.06.
(c) Provisional Remedies and Self Help. No provision of this Section 8.06 shall limit the right of either the Lessor or the City, as the case may be, to (i) exercise such selfhelp remedies as might otherwise be available under applicable law, or (ii) ) obtain or oppose provisional or ancillary remedies, including without limitation injunctive relief, writs of possession, the appointment of a receiver, and/or additional or supplementary remedies from a court of competent jurisdiction before, after, or during the pendency of any Reference. The exercise of, or opposition to, any such remedy does not waive the right of the Lessor or the City to the Reference pursuant to this Section 8.06(c). (d) Costs and Fees. Promptly following the selection of the Referee, the parties to such Reference proceeding shall each advance equal portions of the estimated fees and costs of the Referee. In the statement of decision issued by the Referee, the Referee shall award costs, including reasonable attorneys’ fees, to the prevailing party, if any, and may order the Referee’s fees to be paid or shared by the parties to such Reference proceeding in such manner as the Referee deems just.

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Packet Pg. 133 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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ARTICLE IX

PREPAYMENT OF LEASE PAYMENTS
Section 9.01. Security Deposit. Notwithstanding any other provision of this Series 2022A Lease Agreement, the City may on any date secure the payment of the Lease Payments in whole or in part by depositing with the Lessor or a fiduciary reasonably satisfactory to the Lessor, in trust, an amount of cash, which shall be held in a segregated trust or escrow fund under a trust or escrow agreement that is in form and content acceptable to the Lessor, which cash so held is either (a) sufficient to pay such Lease Payments, including the principal and interest components thereof, in accordance with the Lease Payment schedule set forth in Exhibit B, or (b) invested in whole in noncallable Federal Securities maturing not later than the dates such funds will be required to make Lease Payments or any prepayment in an amount which is sufficient, in the opinion of an independent certified public accountant (which opinion must be in form and substance, and with such an accountant, acceptable to the Lessor and addressed and delivered to the Lessor), together with interest to accrue thereon and without reinvestment and together with any cash which is so deposited, to pay such Lease Payments when due under Section 4.03(a) or when due on any optional prepayment date under Section 9.02, as the City instructs at the time of said deposit. In the event of a security deposit under this Section with respect to all unpaid Lease Payments, (i) the Term of this Series 2022A Lease Agreement shall continue, (ii) all obligations of the City under this Series 2022A Lease Agreement, and all security provided by this Series 2022A Lease Agreement for said obligations, shall thereupon cease and terminate, excepting only (A) the obligation of the City to make, or cause to be made, all of the Lease Payments from such security deposit and, to the extent of any deficiency, as rent payable from other legally available funds of the City, and (B) the City’s obligation to pay all unpaid Additional Payments, including amounts due under Section 7.03, including, but not limited to, the release and indemnification obligations of the City under subparagraphs (f) and (g) of Section 7.03, and (iii) under Section 4.05, the Lessor’s leasehold interest in the Property will vest in the City on the date of said deposit automatically and without further action by the City or the Lessor. The City hereby grants a first priority security interest in and the lien on said security deposit and all proceeds thereof in favor of the Lessor. Said security deposit shall be deemed to be and shall constitute a special fund for the payment of Lease Payments in accordance with the provisions of this Series 2022A Lease Agreement.

Section 9.02. Optional Prepayment.

On and after the Closing Date, the City shall have the option to prepay the unpaid Principal Components of the Lease Obligation in whole or in part, on any date, by paying a prepayment price equal to the aggregate amount of Principal Components to be prepaid, together with the interest required to be paid thereon on such Lease Payment Date, plus a prepayment premium as follows:

Prepayment Date Prepayment Premium
Closing Date through January 1, 2024 3.0%
January 2, 2024 through January 1, 2026 2.0%
January 2, 2026 through January 1, 2028 1.0%

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Packet Pg. 134 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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January 2, 2028, and thereafter 0.0%
The City shall give the Lessor notice of its intention to exercise its option not less than thirty (30) days in advance of the date of exercise. If the City gives notice to the Lessor of its intention to exercise such option but fails to deposit the required amount with the Lessor on or prior to the prepayment date, the City will continue to pay the Lease Payments as if no such notice had been given.

Section 9.03. Mandatory Prepayment from Net Proceeds of Insurance or Eminent Domain. The City shall be obligated to prepay the unpaid Principal Components of the Lease Payments in whole or in part in such order of prepayment as shall be selected by the City on any date, together with any accrued and unpaid interest, from and to the extent of any proceeds of insurance award or condemnation award with respect to the Property, as specified and to be used for such purpose under Section 6.02 hereof. From the Net Proceeds and upon thirty (30) days’ prior written notice to the Lessor, the City shall prepay unpaid Principal Components of the Lease Obligation at a prepayment price equal to the sum of the Principal Components prepaid plus accrued interest thereon to the date fixed for prepayment.

ARTICLE X

COVENANTS OF THE CITY REGARDING TAX-EXEMPT

STATUS OF THE LEASE OBLIGATION
Section 10.01. Special Definitions. When used in this Article, the following terms have the following meanings:
“Computation Date” has the meaning set forth in section 1.148-l(b)of the Tax Regulations. “Gross Proceeds” means any proceeds as defined in section l.148-1(b) of the Tax Regulations, and any replacement proceeds as defined in section 1.148-1(c) of the Tax Regulations, of the Lease Obligation.
“Investment” has the meaning set forth in section 1.148-l(b) of the Tax Regulations. “Nongovernmental Output Property” means any property (or interest therein) that prior to its acquisition by the City was used by (or manufactured for or to the order of or held for the use by) any Nongovernmental Person (whether actually so used or not) in connection with any electric and gas generation, transmission, distribution, or related facilities. “Nongovernmental Person” refers to any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, or an agency or instrumentality acting solely on behalf thereof.
“Nonpurpose Investment” means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Lease Obligation are invested and that is not acquired to carry out the governmental purposes of the Lease Obligation.
“Original Facilities” means any property the acquisition, construction or improvement of

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Packet Pg. 135 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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which is financed directly or indirectly with Gross Proceeds of the Lease Obligation. “Rebate Amount” has the meaning set forth in section 1.148-1(b) of the Tax Regulations. “Tax Regulations” means the United States Treasury Regulations promulgated pursuant to sections 103 and 141 through 150 of the Code, or under the provisions of any predecessor statute corresponding thereto.
“Yield” of (1) any Investment has the meaning set forth in section 1.148-5 of the Tax Regulations; and (2) the Lease Obligation has the meaning set forth in section 1.148-4 of the Tax Regulations.

Section 10.02. Not to Cause Interest to Fail to Be Excluded from Gross Income. The City covenants that it will not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner that if made or omitted, respectively, would cause the interest on any of the Lease Obligation to fail to be excluded pursuant to section 103(a) of the Code from the gross income, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of Bond Counsel to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on the Lease Obligation, the City will comply with each of the specific covenants in this Article.

Section 10.03. No Private Use or Private Payments. Except as would not cause the Lease Obligation to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the City covenants that at all times prior to the full payment and cancellation of the Lease Obligation:
(1) it will use its best efforts to ensure that the City (or another entity other than a Nongovernmental Entity) exclusively owns, operates and possesses all of the facilities that are to be financed directly or indirectly with Gross Proceeds of the Lease Obligation, and that it will not use or permit the use of such Gross Proceeds (including under any contractual arrangement with terms different than those applicable to the general public) or the Original Facilities in any activity carried on by any Nongovernmental Person, unless such use is solely as a member of the general public; and
(2) not directly or indirectly impose or accept any charge or other payment by any person or entity in respect of the use by any Nongovernmental Person of Gross Proceeds of the Lease Obligation, other than interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes.

Without limiting the foregoing, except as would not cause the Lease Obligation to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the City will not: (i) permit any Nongovernmental Person to hold any ownership, proprietary or possessory interest in any of the Original Facilities; (ii) contract with any Nongovernmental Person for the provision of operating or other services with respect to any function of an Original Facility (unless either (A) such arrangement requires no payment of fees to such Nongovernmental Person other than as direct reimbursement of third party costs or reasonable

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Packet Pg. 136 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
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administrative overhead, or (B) such arrangement conforms to administrative guidance of the Internal Revenue Service in order to assure that such arrangement does not create a private business use relationship of the Nongovernmental Person to the Gross Proceeds of the Lease Obligation or to any Original Facility); or (iii) contract with any Nongovernmental Person for the sale of output or capacity of an Original Facility that is an output facility, unless such contract is described either in section

1.141-7(c) of the Treasury Regulations (describing certain types of output contracts that do not have the effect of transferring the benefits of owning the property and the burdens of paying debt service on the financing of the property) or in section 1.141-7(f) of the Treasury Regulations (describing certain types of output contracts that while having the effect of transferring such benefits and burdens but nevertheless may be disregarded in evaluating private business use).

Section 10.04. No Private Loan. Except as would not cause the Lease Obligation to become a “private activity bond” within the meaning of section 141 of the Code and the Tax Regulations and rulings thereunder, the City has not used, and will not use, Gross Proceeds of the Lease Obligation to make or finance loans to any Nongovernmental Person. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction that creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits of such Gross Proceeds, or burdens and benefits of ownership of any property acquired, constructed or improved with such Gross Proceeds, are otherwise transferred in a transaction that is the economic equivalent of a loan.

Section 10.05. Not to Invest at Higher Yield. Except as would not cause the Lease Obligation to become an “arbitrage bond” within the meaning of section 148 of the Code and the Tax Regulations and rulings thereunder, the City shall not at any time prior to the final maturity of the Lease Obligation directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, would materially exceed the Yield of such Lease Obligation within the meaning of said section 148 of the Code.

Section 10.06. Not Federally Guaranteed. The City covenants that, except to the extent permitted by section 149(b) of the Code and the Tax Regulations and rulings thereunder, it will not take or omit to take any action that would cause the Lease Obligation to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Tax Regulations and rulings thereunder.

Section 10.07. Information Report. The City covenants that it will timely file or cause to be filed any information required by section 149(e) of the Code with respect to the Lease Obligation with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe.

Section 10.08. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Tax Regulations and rulings thereunder:
(1) it will account for all Gross Proceeds of the Lease Obligation (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the Lease Obligation is

11.A.e
Packet Pg. 137 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
- 41 -
discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Lease Obligation with its other money, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith; (2) not less frequently than each Computation Date, it will calculate or cause to be calculated the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Tax Regulations and rulings thereunder. The Trustee may rely conclusively upon the City’s determinations, calculations and certifications required by this Section. The Trustee shall have no responsibility to independently make any calculation of determination or to review the City’s calculations hereunder. The City covenants that it will maintain a copy of the calculation with its official transcript of proceedings relating to the issuance of the Lease Obligation until six years after the final Computation Date; (3) it will deposit in the Rebate Fund and cause the Trustee to pay to the United States the amount that when added to the future value of previous rebate payments made for the Lease Obligation equals (A) in the case of a Final Computation Date as defined in section 1.148-3(e)(2) of the Tax Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (B) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such a date. In all cases such Rebate payments shall be made by the City (or by the Trustee at the direction of the City) at the times and in the amounts as are or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder, and such payments shall be accompanied by Form 8038-T executed by the City or such other forms and information as is or may be required by section 148(f) of the Code and the Tax Regulations and rulings thereunder; and
(4) it will exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3) above, and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) or other provision of the Tax Regulations.

Section 10.09. Not to Divert Arbitrage Profits. The City covenants that, except to the extent permitted by section 148 of the Code and the Tax Regulations and rulings thereunder, at no time prior to the final maturity of the Lease Obligation will it enter into any transaction that reduces the amount required to be paid to the United States pursuant to Section 10.08 hereof because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield on the Lease Obligation not been relevant to each party.

Section 10.10. Lease Obligation Not Hedge Bonds.
(1) The City represents and covenants that the Lease Obligation will not be “hedge bonds” within the meaning of section 149(g) of the Code. (2) Without limitation of paragraph (1) above, the City warrants that: (I) on date of issuance of the Lease Obligation, the City reasonably expects that at least 85% of the spendable proceeds of the Lease Obligation will be expended within the three-year period

11.A.e
Packet Pg. 138 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
- 42 -
commencing on such date of issuance, and (II) no more than 50% of the proceeds of the Lease Obligation at any time will be invested in Nonpurpose Investments having a substantially guaranteed yield for a period of four years or more.

Section 10.11. Use of Proceeds; Weighted Average Maturity. The City hereby represents and covenants that it will apply the proceeds of the Lease Obligation in a manner so that the weighted average maturity of the Lease Obligation does not exceed 120% of the average reasonably expected remaining economic life of the Property (all determined in accordance with the provisions of section 147(b) of the Code).

Section 10.12. Elections. The City hereby directs and authorizes any Responsible Officer to make elections permitted or required pursuant to the provisions of the Code or the Tax Regulations, as such Responsible Officer (after consultation with Bond Counsel) deems necessary or appropriate in connection with the Lease Obligation, in the Tax Certificate relating to the Lease Obligation or similar or other appropriate certificate, form or document.

Section 10.13. Closing Certificate. The City agrees to execute and deliver in connection with the execution and delivery of this Series 2022A Lease Agreement a Tax Certificate and the provisions of Sections 103 and 141-150 of the Internal Revenue Code of 1986, or similar document containing additional representations and covenants pertaining to the exclusion of the interest on the Lease Obligation from the gross income of the owners thereof for federal income tax purposes, which representations and covenants are incorporated as though expressly set forth herein.

ARTICLE XI

MISCELLANEOUS
Section 11.01. Notices. Any notice, request, complaint, demand or other communication under this Series 2022A Lease Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by facsimile transmission or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by facsimile transmission, email or other form of telecommunication, (b) 48 hours after deposit in the United States of America first class mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The City and the Lessor may, by written notice to the other party, from time to time modify the address or number to which communications are to be given hereunder.

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Packet Pg. 139 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
- 43 -
Attention: Trevor Mael
Phone: (916) 724-2423
E-mail: [email protected]
Section 11.02. Binding Effect. This Series 2022A Lease Agreement inures to the benefit of and is binding upon the Lessor, the City and their respective successors and assigns.

Section 11.03. Severability. If any provision of this Series 2022A Lease Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision hereof.

Section 11.04. Net-Net-Net Lease. This Series 2022A Lease Agreement is a “net-net-net lease,” and the City hereby agrees that the Lease Payments are an absolute net return to the Lessor, free and clear of any expenses, charges or set-offs whatsoever.

Section 11.05. Further Assurances and Corrective Instruments. The Lessor and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property hereby leased or intended so to be or for carrying out the expressed intention of this Series 2022A Lease Agreement.

Section 11.06. Applicable Law. This Series 2022A Lease Agreement is governed by and construed in accordance with the laws of the State.

Section 11.07. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the City shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof; but the Lessor shall retain all the rights and benefits accorded to it under any applicable provisions of law. The City hereby declares that it would have adopted this Series 2022A Lease Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 11.08. Captions. The captions or headings in this Series 2022A Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or section of this Series 2022A Lease Agreement.

Section 11.09. Execution in Counterparts. This Series 2022A Lease Agreement may be executed in several counterparts, each of which is an original and all of which constitutes one and the same instrument.
[Signature Page to Follow on Next Page]

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Packet Pg. 140 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
- 44 -
IN WITNESS WHEREOF, the Lessor and the City have caused this Series 2022A Lease Agreement to be executed in their respective names by their duly authorized officers, all as of the date first above written.

FIRST FOUNDATION PUBLIC FINANCE
By: ____________________________

CITY OF COTATI, CALIFORNIA

By: ____________________________

Attest:

By: ______________________

11.A.e
Packet Pg. 141 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
A-1

EXHIBIT A

11.A.e
Packet Pg. 142 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

A1-2
Street Name From To Length Width
East Sierra Avenue Arthur St Chadwick Wy 117 32
El Rancho Drive E School St W Cotati Ave 780 25
Eucalyptus Avenue Old Redwood Highway City Limit 1,340 34 Falcon Drive Myrtle Ave Eagle Dr 520 32
Fehler Lane Val Parasio Ave Jagle St 807 25
Flamingo Road Falcon Dr Eagle Dr 580 32
Forno Way Valparasio Ave Valparasio Ave 494 29
George Street Old Redwood Hwy E Sierra Ave 594 32
Gilbert Court Wilford Ln End 171 32
Gilbert Way Wilford Ln End 708 32
Gilman Ranch Road W Cotati Ave End 880 26
Gravenstein Way Old Redwood Hwy Bridge 998 30
Gravenstein Way Bridge Bridge 1,409 28
Hahn Way End Veronda Wy 1,120 32
Hahn Way Veronda Wy Barricade South 130 32
Helman Lane Redwood Dr 1300ft W of REDWOOD DR 1,300 24
Helman Lane 1300ft W of Redwood 530ft W of ALDER 860 32 Helman Lane 530ft W of Alder 1060ft W of ALDER 530 22
Helman Lane 1060ft W of Alder City Limits 500 32
Henry Street Old Redwood Hwy W Sierra Ave 747 31
Honor Place Cul De Sac Sw of Dorfmann Dr 850' Ne of Dorfman Dr 850 32 Honor Place 850' Ne of Dorfman Dr Jagla St 189 34
Houser Street Redwood Aaron St 1,000 36
Issel Court Water Rd End 357 25
Jagla Street Lund Hill Ln Fehler Ln 190 27
Jagla Street Fehler Ln Valparaiso Ave 1,180 34
John Roberts Drive Aguire Wy 100 E of Lebec Ln 770 32
John Roberts 100 E of Lebec Ln Macklin Dr 350 28
Jorgensen Street Mcginnis Cir Park Ave 312 20
Keppel Way Myrtle Ave Veronda Wy 552 32
Keyt Way Hahn Way Barricade South/Curb @ #150 815 32
La Plaza Old Redwood Highway W. Cotati Ave 225 48
La Plaza W. Cotati Ave. W. Sierra Ave 225 45
La Plaza W. Sierra Ave Old Redwood Highway 225 38
La Plaza Old Redwood Highway E. Cotati Ave 225 40
La Plaza E. Cotati Ave E. Sierra Ave 225 37
La Plaza E. Sierra Ave Old Redwood Highway 225 37
La Salle Avenue E Cotati Ave Larkspur Ct 1,000 37
La Salle Avenue Larkspur Ct Loretto Ave 980 37
Lakewood Avenue Lincoln Ave La Salle Ave 1,800 33
Lancaster Drive E Cotati Ave City Limits 440 37
Larch Avenue Lincoln Ave Lasalle Ave 1,425 33
Lark Drive Myrtle Ave Eagle Dr 500 24
Larkspur Court La Salle Ave End 180 44
Lasker Lane Old Redwood Hwy Dorfman 370 32
Lebec Lane Eucalyptus Ave John Roberts Dr 630 32
Lincoln Avenue Loretto Ave La Salle Ave 840 37

11.A.e
Packet Pg. 143 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

A1-3
Street Name From To Length Width
Lincoln Avenue La Salle Ave City Limits 884 37
Linden Avenue Lincoln Ave Larch Ave 722 33
Linden Court Linden Ave End 285 33
Lipton Street Lancaster Dr E Cotati Ave 692 26
Locust Avenue Derby Ln End 850 14
Logan Place Cypress Ave End 625 27
Loma Linda Court Loma Linda Dr End 278 27
Loma Linda Drive Water Rd End 817 27
Loretto Avenue Benson Ln Lincoln Ave 741 33
Loretto Avenue Benson Ln La Salle Ave 970 33
Lund Hill Lane Val Parasio Ave Jagle St 494 27
Lund Hill Lane Jagle St Cypress Ave 1,026 24
Macklin Drive Myrtle Ave John Roberts Dr 882 32
Madrone Avenue Derby City Limits 1,511 23
Maple Avenue School St W Cotati Ave 900 34
Maple Avenue W Cotati Ave End Near Hwy 101 713 20
Marsh Way E Cotati Ave End 574 20
Mcginnis CIRCLE Old Redwood Highway Park Ave 2,000 26
Mendelsohn Court Macklin Dr End 494 32
Mercantile Drive Portal St Aaron St 780 37
Miwok Court Hahn Way End 210 32
Myrtle Avenue Old Redwood Highway 50 Ft W of Wren 950 34 Myrtle Avenue 50 Ft W of Wren Keppel Way 1,140 34
Myrtle Avenue Kepple Way City Limits 822 34
Olaf Street W Sierra Ave William 589 34
Old Redwood Hwy Commerce St Joseph 800 60
Old Redwood Hwy St Joseph William 1,000 60
Old Redwood Hwy William W Sierra 800 60
Old Redwood Hwy W Sierra Page St 1,150 36
Old Redwood Hwy Page St Veterans Bldg 800 32
Old Redwood Hwy Veterans Bldg Myrtle Ave 485 54
Old Redwood Hwy Myrtle Ave Lasker Ln 730 54
Old Redwood Hwy Lasker Eucalyptus 1,000 51
Oretsky Way Cypress Ave Cypress Ave 651 27
Page Street Old Redwood Hwy Delano Creek St 540 28
Page Street 50 Ft W of Ramble Creek W Sierra Ave 429 26 Park Avenue Myrtle Ave Mcginnis Cir 503 34
Pinewood Court Wilford Ln End 366 32
Pinewood Way Gravenstein Wy Wilford Ln 342 32
Portal Street Redwood Dr End 2,042 36
Primero Court Portal St End 143 34
Redwood Drive Hwy 116 End 200 36
Redwood Drive Hwy 116 50 Fts of Helman Ln 900 34
Redwood Drive 50 Ft S of Helman Ln Santa Rosa Creek 1,140 25 Redwood Drive Santa Rosa Creek 300ft S of Houser 400 50 Redwood Drive Nb 300ft S of Houser Aaron St 800 25
Redwood Drive Nb Aaron St Portal St 500 25

11.A.e
Packet Pg. 144 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

A1-4
Street Name From To Length Width
Redwood Drive Nb Portal Northern City Limit 500 25
Redwood Drive Sb 300ft S of Houser Aaron St 800 25
Redwood Drive Sb Aaron St Portal 500 25
Redwood Drive Sb Portal Northern City Limit 500 25
Richardson Lane School St End 1,000 13
Robin Avenue Lark Dr Wren Dr 589 24
Ross Street Mcguiness Olson 130 30
Ross Street Olson Bridge 295 25
Ross Street Bridge Charles 245 16
Saint Joseph Way Old Redwood Hwy End 950 26
Santero Way E. Cotati Ave 750ft S OF E. COTATI 750 36
Santero Way 750ft S of E. Cotati 1575ft S OF E. COTATI 825 28 Santero Way 1575ft S of E. Cotati Cul De Sac 440 36
Skilling Court Macklin Dr End 447 32
Trebino Court Blodgett St Cul-De-Sac 300 40
Val Parasio Avenue Old Redwood Hwy Fehler Ln 335 30
Val Parasio Avenue Fehler Ln Lund Hill Ln 710 30
Val Parasio Avenue Lund Hill Ln Nina Ct 465 28
Val Parasio Avenue Nina Ct Bridge 502 23
Val Parasio Avenue Bridge W. Sierra Ave 220 23
Veronda Way Myrtle Ave Aguirre Wy (E Int) 1,028 32
Veronda Way Aguirre Wy (E Int) Keyt Wy 945 32
Ward Drive John Roberts Drive End 215 28
Water Road W Sierra Ave
Pave Change 393' S/O W
Sierra 393 22
Water Road Pave Change 393' S/O W Sierra
Pave Change 1169' S/O W
Sierra 776 22
Water Road Pave Change 1169' So W Sierra Loma Linda 520 22 Water Road City Limits Loma Linda Dr 513 22
West Cotati Avenue Plaza William St 475 29
West Cotati Avenue William St El Rancho Dr 426 27
West Cotati Avenue El Rancho Dr End At E. Side of 101 598 29 West Cotati Avenue End W. Side of Hwy 101 Maple Ave 285 34 West Cotati Avenue Maple Ave W Cotati Oaks Ct 515 32
West Cotati Avenue Cotati Oaks Ct Cohen Ct 994 29
West Cotati Avenue Cohen Ct Creek 407 29
West Cotati Avenue Creek Hwy 116 700 20
West School W Sierra Ave Street Clifford St 1,900 28
West School Clifford St 300ft W of Clifford 300 17
West School Street 300ft W of Clifford Maple Ave 712 21 West School Street Maple Ave Richardson Rd 1,092 28
West School Street Richardson Ln City Limits 530 28
West Sierra Avenue Old Redwood Hwy Page St 950 36
West Sierra Avenue Page St Water Ave 1,662 36
West Sierra Avenue Water Ave City Limits 900 32
Wilford Circle Wilford Ln Wilford Ln 684 32
Wilford Lane Commerce Ave Meadow Brook Wy 1,187 35
Wilford Lane Meadow Brook Wy Gravenstein Wy 456 33

11.A.e
Packet Pg. 145 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

A1-5
Street Name From To Length Width
Wilford Lane Gravenstein Way Ahlstrom Cir 587 30
William Street Old Redwood Hwy Olaf St 637 33
Woodland Hills Drive E School St End 426 25
Wren Drive Myrtle Ave Eagle Dr 550 24

11.A.e
Packet Pg. 146 Attachment: Series 2022A - Tax-Exempt Lease Agreement (Pension and Streets Financing Obligation Approval)

SERIES 2022A LEASE AGREEMENT
A1-1
EXHIBIT A-1

SCHEDULED RELEASE OF PROPERTY
The following public roadways within the city limits of the City of Cotati, shall be released from the lien of this Series 2022A Lease Agreement, and shall corresponding be deemed to be removed from the description of the Site set forth in Exhibit A, on June 30, 20__.